Exhibit
10.2


 


FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED


REVOLVING CREDIT AND TERM
LOAN AGREEMENT


 


This
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “First Amendment”)
is made and entered into as of the 27th day of May, 2010, by and among CASELLA WASTE SYSTEMS, INC., a Delaware corporation (the “Parent”),
its Subsidiaries (other than Excluded Subsidiaries and the Non-Borrower
Subsidiaries) listed on Schedule 1 (as amended from time to time) to the
Credit Agreement defined below (together with the Parent, collectively the “Borrowers”),
each lender from time to time a party to the Credit Agreement (collectively,
the “Lenders” and, individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.


 


WHEREAS, the Borrowers, the Lenders and the Administrative
Agent are party to that certain Second Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of July 9, 2009, (as the same may be
amended and in effect from time to time, the “Credit Agreement”),
pursuant to which the Lenders have extended credit to the Borrowers on the
terms set forth therein;


 


WHEREAS, the Borrowers have requested that each of the Administrative
Agent and the Lenders agree, and each of the Administrative Agent and the
Required Lenders have agreed, on the terms and subject to the conditions set
forth herein, to make certain amendments to the Credit Agreement;


 


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 agree as follows:


 


1.             Definitions.  Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit
Agreement.  This First Amendment shall
constitute a Loan Document for all purposes of the Credit Agreement and the
other Loan Documents.


 


2.             Amendments to Section 1.01
(Defined Terms) of the Credit Agreement.  Section 1.01 of the Credit Agreement is
hereby amended by:


 


(a)           amending the definition of “Consolidated
Total Funded Debt” by deleting the reference therein to “face amount of” and
replacing it with the following: “principal obligations of the Borrowers under.”


 


(b)           amending the definition of “De
Minimis Subsidiaries” by inserting the words “(other than an Excluded
Subsidiary)” immediately following the reference therein to “any Subsidiary of
the Parent”.


 

















 


(c)           amending the definition of “Excluded
Subsidiaries” by inserting the words “(other than a De Minimis Subsidiary)”
immediately following the reference therein to “any Subsidiary”.


 


(d)           amending the definition of “Senior
Subordinated Debt” to read in its entirety as set forth below:


 


““Senior Subordinated Debt” means (i) the existing senior
subordinated Indebtedness of the Borrowers evidenced by the 2003 Senior
Subordinated Notes in the original aggregate principal amount of $195,000,000
and (ii) any other senior subordinated Indebtedness permitted under Section 7.03(k).”


 


(e)           amending the definition of “Senior
Subordinated Debt Documents” to read in its entirety as set forth below:


 


““Senior Subordinated Debt Documents” means, collectively, (i) the
2003 Senior Subordinated Notes Documents and (ii) all documents,
instruments, agreements and indentures entered into or executed in connection
with any other Senior Subordinated Debt incurred by any Borrower from time to
time.”


 


(f)            amending the definition of “Senior
Subordinated Notes” to read in its entirety as set forth below:


 


““Senior Subordinated Notes” means, collectively, (i) the
2003 Senior Subordinated Notes and (ii) all promissory notes or other
instruments issued in connection with any other Senior Subordinated Debt
incurred by any Borrower from time to time.”


 


(g)           amending the definition of “Senior
Subordinated Notes Indenture” to read in its entirety as set forth below:


 


““Senior Subordinated Notes Indenture” means, collectively, (i) the
2003 Senior Subordinated Notes Indenture and (ii) all indentures or other
debt instruments entered into in connection with any other Senior Subordinated
Debt incurred by the Borrowers from time to time.”


 


(h)           amending the definition of “Term B
Loan” to read in its entirety as set forth below:


 


““Term B Loan” means, collectively, (i) the term loan
advanced on the Closing Date pursuant to Section 2.01(a) in
the original principal amount of $130,000,000, as such amount may be reduced or
increased pursuant to the terms hereof and (ii) any additional term loan
advanced pursuant to Section 2.14.”


 


(i)            inserting in the appropriate
alphabetical order the following new definitions:


 


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““2003 Senior Subordinated Notes” means the 9.75% Senior
Subordinated Notes due 2013 issued by the Parent pursuant to the 2003 Senior
Subordinated Notes Indenture.”


 


““2003 Senior Subordinated Notes Documents” means the 2003
Senior Subordinated Notes Indenture, the 2003 Senior Subordinated Notes and all
other documents, instruments and agreements entered into or executed in
connection therewith.”


 


““2003 Senior Subordinated Notes Indenture” means the Indenture,
dated as of January 24, 2003, among the Parent, certain of its
Subsidiaries as guarantors and U.S. Bank National Association as trustee, with
respect to the 2003 Senior Subordinated Notes.”


 


““Excess Interim Sub Debt” has the meaning set forth in Section 7.03(k) hereof.”


 


““Excluded Asset Disposition” means (i) the sale of
inventory by any Borrower or Non-Borrower Subsidiary (with such inventory to
include solid waste, recyclables and other by-products of the wastestream
collected by the Borrowers and the Non-Borrower Subsidiaries), (ii) the
licensing of intellectual property or (iii) the disposition or replacement
of equipment of the Borrowers or the Non-Borrower Subsidiaries that has become
worn out, obsolete or damaged or otherwise unsuitable for use in connection
with the business of the Borrowers and the Non-Borrower Subsidiaries, in each
case in the ordinary course of business consistent with past practices.”


 


““Sub Debt Repayment” means any payment on Senior Subordinated
Debt, whether in the form of a payment when due, prepayment, redemption,
repurchase (including open market repurchases, whether or not in connection
with a tender offer), retirement, other acquisition or legal defeasance (such
defeasance, in whole) thereof. 
Derivatives of such term have corresponding meanings.”


 


3.             Amendment to Section 2.05(b)(ii) (Dispositions)
of the Credit Agreement.  Section 2.05(b)(ii) of
the Credit Agreement is hereby amended by adding the parenthetical “(other than
in connection with an Excluded Asset Disposition)” directly following the
reference therein to: “If any Borrower or Non-Borrower Subsidiary Disposes of
any assets.”


 


4.             Amendment to Section 2.05(b)(iii) (Equity
Interests) of the Credit Agreement.  Section 2.05(b)(iii) of the Credit
Agreement is hereby amended by adding the following new language at the end
thereof:


 


“,
except that, notwithstanding the foregoing, the Borrowers may elect to apply,
on one or more occasions after the date hereof, up to $150,000,000, in the
aggregate, of the Net Cash Proceeds realized from one or more sales or
issuances of its Equity Interests to one or more Sub Debt Repayments (to the
extent permitted under Sections 7.16(d)(ii) and 7.14) and/or
payment with respect to the Second Lien Notes, so long as, in each case, such
Sub Debt Repayment or payment with respect to the Second Lien Notes is made
within six (6) months of the date of the applicable sale or issuance of Equity
Interests (as


 


3

















 


certified by the Borrowers in writing to the Administrative Agent), it
being understood that Net Cash Proceeds realized from any sale or issuance by
the Borrowers of its Equity Interests (x) in excess of the $150,000,000
basket described above, (y) not intended to be applied to a Sub Debt
Prepayment, or (z) intended to be applied to one or more Sub Debt
Repayments but not so applied within the required six (6) month period
shall be subject to the 50% prepayment requirement as set forth in this Section 2.05(b)(iii).”


 


5.             Amendment to Section 2.07(c) (Repayment
of Loans; Term B Loans) of the Credit Agreement.  Section 2.07(c) of the Credit
Agreement is amended by deleting the reference therein to “Senior Subordinated
Notes” and replacing it with the following: “2003 Senior Subordinated Notes.”


 


6.             Amendments to Section 2.14
(Increase in Aggregate Commitments; Term B Loans) of the Credit Agreement.  Section 2.14 of the Credit Agreement is
hereby amended by:


 


(a)           amending clause (a) to read in its entirety as set forth below:


 


“(a)         Request for Increase in the Committed Loans; Term B
Loan.  Provided there exists no Default, upon notice
to the Administrative Agent (which shall promptly notify the Lenders as set
forth in this Section), and subject to the terms of this Section, the Borrowers
may from time to time, (i) request an increase in the Aggregate
Commitments in respect of Committed Loans (which such increase in the
Aggregate Commitments and the proceeds of any Committed Loans to be advanced
thereunder may be used, in whole or in part, to prepay the then outstanding
Term B Loan pursuant to Section 2.05(a)(i)), (ii) request an increase to the Term
B Loan (which such increase to the Term B Loan may, at the election or the
Borrower, be in the form of an increase to the existing Term B Loan or a new
Term B Loan) and/or (iii) request a replacement Term B Loan (whether or
not the principal amount of the Term B Loan is increasing) the proceeds of which
shall be used to prepay the Term B Loan then outstanding in full in accordance
with Section 2.05(a)(i); provided that the aggregate amounts so
requested under clauses (i) and (ii) above after the
date hereof shall not exceed $42,500,000; and provided, further,
that, after giving effect to any such increase and/or the aggregate amounts so
requested under clauses (i), (ii) and (iii) above
(including any replacement contemplated under clause (iii) above),
the Total Facility Amount shall not exceed $350,000,000 (minus any and
all previously effected reductions of the Aggregate Commitments or previously
effected prepayments of the Term B Loan (other than prepayments made in
connection with a replacement Term B Loan pursuant to clause (iii) above)).  With respect to any increase in the Term B
Loan pursuant to clause (ii) above or any replacement Term B Loan
pursuant to clause (iii) above, such increase or replacement shall
be subject to prevailing market terms (including prevailing market rates) for
Borrowers with similar credit profiles and ratings, and otherwise acceptable to
the Borrowers, the Administrative Agent and any new and increasing Term B
Lenders, as set forth in any applicable Conforming Amendment (which such terms
shall, if applicable, also apply to the outstanding Term B Loan, subject, if
applicable, to the provisions of Section 10.01 regarding the
consent of each Lender directly affected thereby to any change described in Sections
10.01(b), (c) or (d)).”


 


4

















 


(b)           amending clause (c) contained
therein by inserting the following sentence at the end thereof:


 


“Subject to the
approval of the Administrative Agent (which approval shall not be unreasonably
withheld), and notwithstanding clause (b) above and the second
sentence of this clause (c), in connection with a replacement Term B
Loan described in subclause (a)(iii) above, the Borrowers may
invite one or more commercial banks or other financial institutions or other
Persons to become party to this Agreement as a Term B Lender by entering into
an Instrument of Accession or similar agreement (which agreement shall for all
purposes of this Agreement be deemed to be an Instrument of Accession) with the
Borrowers and the Administrative Agent and assuming thereunder the rights and
obligations of a Term B Lender with respect to the obligation to fund a portion
of such replacement Term B Loan and such replacement Term B Loan shall be
funded by the amount of such Lender’s interest in accordance with the
provisions of this Section.”


 


(c)           amending
clause (d) contained therein by: (i) inserting the language “or the
funding of a replacement Term B Loan” immediately following the reference
therein to “or an increase to the Term B Loan,” and (ii) deleting each
reference to “such increase” contained therein and replacing it with a
reference to “such increase or replacement;”


 


(d)           amending clause (e) by: (i) inserting
the language “or the funding of a replacement Term B Loan” immediately
following the reference therein to “Term B Loan,” and (ii) inserting the
following sentence at the end thereof:


 


“For the avoidance of
doubt, in connection with the funding of an additional or replacement Term B
Loan in accordance with the terms of this Section 2.14, the related
Conforming Amendment may include, without limitation, provisions for the
Lenders funding such additional facilities (i) to share ratably in the
benefits of this Agreement and the other Loan Documents with the obligations
and liabilities from time to time outstanding in respect of the existing
facilities hereunder, and (ii) to participate in any required vote or
action required to be approved by the requisite Lenders hereunder.”


 


(e)           amending clause (f) by deleting
each reference to “such increase” contained therein and replacing it with “such
increase or replacement.”


 


7.             Amendments to Section 2.16 (Designation of Senior Debt) of the
Credit Agreement.  Section 2.16 of the Credit
Agreement is hereby amended by: (a) deleting the reference to “Senior
Subordinated Notes Indenture” contained therein and replacing it with the
following: “2003 Senior Subordinated Notes Indenture;” and (b) inserting
the following new language at the end thereof:


 


“and,
simultaneously with the incurrence of any other Senior Subordinated Debt permitted
hereunder, the Borrowers shall take any and all actions necessary to designate
the Obligations as “designated senior debt” (or the equivalent term) under (and
as defined in) the applicable Senior Subordinated Debt Document”.


 


5

















 


8.             Amendment to Section 5.04
(Use of Proceeds) of the Credit Agreement.  Section 5.04 of the Credit Agreement is
hereby amended by inserting the following parenthetical at the end of the first
sentence thereof:


 


“(including Sub Debt Repayments (to the extent
permitted under Sections 7.14 and 7.16) or payments of the
Obligations)”.


 


9.             Amendment to Section 5.22 (Obligations Constitute Senior Debt) of
the Credit Agreement.  Section 5.22
of the Credit Agreement is hereby amended by deleting clause (i) thereof
in its entirety and substituting in lieu thereof the following:


 


“(i) are and will continue to be “Senior Debt”
and “Designated Senior Debt” (or substantively equivalent terms) under and as
defined in the 2003 Senior Subordinated Notes Indenture and the Senior
Subordinated Debt Documents governing any other Senior Subordinated Debt
incurred by the Borrowers from time to time in accordance with the terms of Section 7.03(k).”


 


10.          Amendment to Section 7.02 (Investments) of the Credit Agreement.  Section 7.02 of the Credit Agreement is
hereby amended by inserting the following new clause (m) at the end
thereof (and the word “and” is deleted from the end of clause (k) thereof
and is inserted at the end of clause (l) thereof):


 


“(m) Investments in connection with (i) the
acquisition of and Subdebt Repayment of the Senior Subordinated Notes (solely
to the extent permitted under Sections 7.14 and 7.16) and (ii) the
acquisition of and payments with respect to the Second Lien Notes, in each case
whether or not in connection with a tender offer, so long as any notes that
have been acquired by a Borrower (in any manner) are terminated, retired or
otherwise satisfied in accordance with the terms of the applicable Senior
Subordinated Notes Indenture or the Second Lien Notes Indenture, as applicable,
substantially contemporaneously with the consummation of such acquisition.”


 


11.          Amendment to Section 7.03(k) (Indebtedness)
of the Credit Agreement.  Section 7.03(k) of
the Credit Agreement is hereby amended to read in its entirety as follows:


 


“(k) (i) the Senior Subordinated Debt
evidenced by the 2003 Senior Subordinated Notes and (ii) any additional
Senior Subordinated Debt, so long as (A) the aggregate outstanding
principal amount of all Senior Subordinated Debt under subclauses (i) and
(ii) shall not at any time exceed $350,000,000 and (B) any
Senior Subordinated Debt issued by the Borrowers (other than the 2003 Senior
Subordinated Notes) shall (1) bear interest at a rate not in
excess of the then applicable market interest rate, (2) have a final
maturity date that is not earlier than the final maturity date of the 2003
Senior Subordinated Notes, (3) include terms of subordination no less
favorable to the Lenders than the subordination terms contained in the 2003
Senior Subordinated Notes Documents, and (4) contain other terms, taken as
a whole, that shall not be less favorable to the Lenders than those
contained  in the 2003 Senior
Subordinated Notes Documents as reasonably determined by the Administrative
Agent; provided, that, if in connection with the refinancing of any
tranche of Senior Subordinated Notes from the proceeds of an 


 


6

















 


issuance of Senior Subordinated Debt permitted under Section 7.16(d)(iii) (a
“Sub Debt Refinancing”), and subject in all events to Section 7.14,
certain of the outstanding existing Senior Subordinated Notes in such tranche
are not tendered to, discharged by or otherwise satisfied by, the Borrowers
substantially simultaneously with (and, in any event within one (1) Business
Day after) the issuance of such new Senior Subordinated Debt, as contemplated
by the Borrowers in such Sub Debt Refinancing (the aggregate outstanding
principal amount of such existing Senior Subordinated Notes not so tendered,
discharged or satisfied, the “Interim Sub Debt”):


 


(A) the
Borrowers may elect to designate all or any portion of such Interim Sub Debt as
“Excluded Interim Sub Debt” for purposes of Section 7.11(b) so
long as the Deposit Conditions (defined below) are met (and continue to be met)
with respect to such Interim Sub Debt (and in the event that any of the Deposit
Conditions cease to be met on any date, including that such Interim Sub Debt is
outstanding for more than ninety (90) days, such Interim Sub Debt shall no
longer be excluded from the covenants under Section 7.11(b) as
of such date and shall no longer constitute Excluded Interim Sub Debt); and


 


(B) the
aggregate outstanding principal amount of the Senior Subordinated Debt (including
all Interim Sub Debt)
may exceed $350,000,000 so long as (w) the aggregate outstanding principal
amount of the Senior Subordinated Debt (including all Interim Sub
Debt) may not exceed
$400,000,000 (any amount of Senior Subordinated Debt in excess of $350,000,000,
the “Excess Interim Sub Debt”), and (x) the Deposit Conditions are
met with respect to such Excess Interim Sub Debt.  Any Excess Interim Sub Debt shall be included
within the calculation of “Excluded Interim Sub Debt” for purposes of Section 7.11(b) for
so long as the Deposit Conditions (defined below) are met (and continue
to be met) with respect to such Excess Interim Sub Debt (and in the event that
any of the Deposit Conditions cease to be met on any date, including that such
Excess Interim Sub Debt is outstanding for more than ninety (90) days, such
Excess Interim Sub Debt shall no longer be permitted Indebtedness under this Section 7.03(k)).


 


The “Deposit Conditions”
shall mean, with respect to any Excluded Interim Sub Debt, the satisfaction
(and continued satisfaction) of each of the following conditions with respect
to such Indebtedness: (x) Net Cash Proceeds of the related new issuance of
Senior Subordinated Debt in an amount equal to such Excluded Interim Sub Debt
is deposited by the Borrowers with the Administrative Agent and maintained in a
blocked deposit account at Bank of America pending the redemption, repayment,
discharge or other satisfaction thereof and such deposit account is pledged to
the Administrative Agent for the benefit of the Lenders to secure the
Obligations (it being acknowledged that such funds shall be released in
connection with the redemption, repayment, discharge or other satisfaction of
such Excluded Interim Sub Debt in a manner that does not violate the terms of the
Senior Subordinated Debt Documents governing such Excluded Interim Sub Debt); (y) the
Borrowers shall commence the redemption, repayment, discharge or other
satisfaction of such Excluded Interim Sub Debt in a manner that does not
violate the terms of the Senior Subordinated Debt Documents governing such
Excluded Interim Sub Debt (subject to any contractual notice periods required
therein) within five (5) Business Days following the consummation of the
applicable Sub Debt Refinancing resulting in 


 


7

















 


such Excluded
Interim Sub Debt; and (z) such Excluded Interim Sub Debt is in fact
redeemed, repaid, discharged or otherwise satisfied as soon as practicable
under the Senior Subordinated Debt Documents governing such Excluded Interim
Sub Debt and, in any event, within ninety (90) days following the consummation
of the related issuance of Senior Subordinated Debt that resulted in such
Excluded Interim Sub Debt;


 


The failure of any of the
foregoing conditions to be met at any time with respect to any Interim Sub Debt
shall cause such Interim Sub Debt to cease to be Excluded Interim Sub Debt; and


 


In connection with the
issuance of any new Senior Subordinated Debt (including any Sub Debt
Refinancing), the Borrowers hereby agree to provide the Administrative Agent
with all consents and other documentation as the Administrative Agent shall
reasonably require.”


 


12.          Amendments to Section 7.04(b) (Dispositions
of Assets) of the Credit Agreement.  Section 7.04(b) is hereby amended
as follows:


 


(i)            Inserting the language “of any Subsidiaries of the Parent”
immediately following the reference therein to “Equity Interests.”


 


(ii)           Inserting the language “(other than an Excluded Asset
Disposition which shall be deemed to be permitted by this Section 7.04(b))”
directly following the reference therein to “any disposition of assets.”


 


(iii)          Amending the language “in each case for fair and reasonable
value, as determined” to read in its entirety as follows:


 


“in each case
for fair and reasonable value, which shall, solely in connection with a sale or
transfer of assets (or a series of related sales or transfers) after the date
hereof having a fair market value in excess of $5,000,000, be determined to be
fair and reasonable”


 


(iv)          Deleting the last sentence thereof in
its entirety.


 


13.          Amendment to Section 7.10
(Use of Proceeds) of the Credit Agreement.  Section 7.10 of the Credit Agreement is
hereby amended by inserting the following new sentence at the end thereof:


 


“None
of the Borrowers shall use the proceeds of any Credit Extension, whether
directly or indirectly, to make any payment of Senior Subordinated Notes at any time
except as expressly permitted under Section 7.16(d)(iv).”


 


14.          Amendment to Section 7.11(b) (Maximum
Consolidated Total Funded Debt to Consolidated EBITDA) of the Credit Agreement.  Section 7.11(b) of the Credit
Agreement is hereby amended by adding the following sentence at the end
thereof:


 


8
















 


“Notwithstanding
the foregoing, solely for the purposes of calculating Consolidated Total Funded
Debt to Consolidated EBITDA pursuant to this Section 7.11(b),
Excluded Interim Sub Debt shall not be included in Consolidated Total Funded
Debt during any period in which (and for so long as) such Excluded Interim Sub
Debt is properly designated as such under and in accordance with Section 7.03(k).”


 


15.                               Amendment
to Section 7.13 (No Other Senior Debt) of the Credit Agreement.  Section 7.13 of the Credit Agreement is
hereby deleted its entirety and replaced in its entirety with the following:


 


“7.13                  No Other Senior Debt. 
Except for the Second Lien Notes, none of the Borrowers or the
Non-Borrower Subsidiaries (a) have designated, or will designate, any
Indebtedness of the Borrowers or the Non-Borrower Subsidiaries as “Designated
Senior Debt” (or any substantively equivalent term) for purposes of (and as
defined in) the 2003 Senior Subordinated Notes Indenture or any other Senior
Subordinated Debt Documents, other than the Obligations and (b) have “Senior
Debt” (or any substantively equivalent term) as such term is defined in the
2003 Senior Subordinated Notes Indenture or any other Senior Subordinated Debt
Documents other than the Obligations and any Indebtedness permitted under Section 7.03
which ranks pari passu (other than by virtue of any lien subordination) with
the Obligations.”


 


16.                               Amendment
to Section 7.16 (Prepayments of Certain Obligations; Modifications of
Subordinated Debt) of the Credit Agreement.  Section 7.16 is hereby amended to read in its entirety as set forth
below:


 


“7.16                     Prepayments of Certain Obligations;
Modifications of Subordinated Debt.  None
of the Borrowers or the Non-Borrower Subsidiaries shall, directly or
indirectly: (a) amend, supplement or otherwise modify the terms of any
Subordinated Debt; provided, that the Borrowers may amend, supplement or
otherwise modify the terms of any Seller Subordinated Debt with the consent of
the Administrative Agent if, in the judgment of the Administrative Agent, such
amendments, supplements or modifications do not adversely affect the rights of
the Lenders; and provided, further, that, with
the prior consent of the Administrative Agent, such consent not to be
unreasonably withheld, the Borrowers may amend any Senior Subordinated Notes
Document to eliminate covenants or otherwise make such instruments less
restrictive on the Borrowers, (b) prepay, redeem or repurchase or issue any notice or offer of
redemption with respect to, elect to make, or effect, a defeasance with respect
to, or take any other action which would require the Borrowers or any of their
Subsidiaries to, prepay, redeem or repurchase any of the Subordinated Debt (other than
Senior Subordinated Debt to the extent expressly permitted under clause (d) below), (c) make any payments with respect
to any Seller Subordinated Debt other than scheduled payments of principal and
interest as and to the extent permitted under the applicable Subordination
Agreements, provided that no Default or Event of Default shall have
occurred or be continuing on the date of such payment, nor would be created by
the making of such payment, or (d) subject in all cases to Section 7.14,
make any payments
with respect to any Senior Subordinated Debt other than (i) scheduled
payments of interest as and to the extent permitted under the Senior
Subordinated Notes Indenture, (ii) subject to the
prior compliance with
the mandatory 


 


9

















 


prepayments
required by Section 2.05(b)(iii), Sub Debt Repayments of
principal, interest, premium (including, in the case of an open market
repurchase (whether or not pursuant to a tender offer), premium above the rate
specified in the related indenture as applicable to optional redemptions) and related
costs and expenses made
from the Net Cash Proceeds of the sale or issuance by any Borrower or any
Non-Borrower Subsidiary of any of its Equity Interests after the Closing Date, (iii) payments
in connection with any refinancing or replacement of the Senior Subordinated
Notes otherwise permitted hereunder, it being acknowledged that
the term “payment” as used in this clause (iii) and the proviso at
the end of this Section 7.16 means and includes any payment of
principal, interest, premium (including, in the case of an open market
repurchase (whether or not pursuant to a tender offer), premium above the rate
specified in the related indenture as applicable to optional redemptions) and
related costs and expenses, whether directly or by way of redemption, tender
offer or other Sub Debt Repayment (in all cases subject to the other terms of
this Agreement) and/or (iv) Sub Debt Repayments of principal, interest,
premium (including, in the case of an open market repurchase (whether or not
pursuant to a tender offer), premium above the rate specified in the related
indenture as applicable to optional redemptions) and related costs and expenses
made from Credit
Extensions hereunder in an aggregate amount not to exceed $50,000,000
during the term of this Agreement so long as the following are satisfied with
respect to any Sub Debt Repayments under this subclause (iv): (w) both
before and after giving effect to such Sub Debt Repayment, no Default has
occurred and is continuing or would result therefrom, (x) both before and
immediately after giving effect to such Sub Debt Repayment, the ratio of
Consolidated Senior Fund Debt to Consolidated EBITDA is less than or equal to
3.15:1.00; (y) immediately after giving effect to the proposed Sub Debt
Repayment, the ratio of Consolidated Senior Funded Debt to Consolidated EBITDA
is at least 0.50 lower than the level otherwise required under Section 7.11(c) at
the applicable time of reference; and (z) both before and immediately
after giving effect to the drawdown of the proceeds of any Credit Extension
made in order to fund such Sub Debt Repayment, the Borrowers have at least
$50,000,000 in unused Aggregate Commitments, provided, in each case under this clause (d),
that no Default or Event of Default shall have occurred or be continuing on the
date of such payment, nor would be created by the making of such payment.”


 


17.                               Amendment
Fee.  The Borrowers hereby promise to
pay to each existing Lender which consents to this First Amendment on or before
the Amendment Date, in consideration of each such Lender entering into this
First Amendment, a fee in an amount equal to five (5) basis points on the
aggregate of such consenting Lender’s Commitment and its outstanding amount of
the Term B Loan (the “Amendment Fees”). 
The Amendment Fees shall be fully-earned as of the Amendment Date (as
herein defined) and shall be non-refundable.


 


18.                               No
Waiver.  Except as a result of the
amendments set forth in Sections 2 through 14 of this First
Amendment, nothing contained herein shall be deemed to (i) constitute a
waiver of any Default that may heretofore have occurred and be continuing or
shall hereafter occur or to otherwise modify any provision of the Credit
Agreement or any other Loan Document, or (ii) give rise to any defenses or
counterclaims to the Administrative Agent’s or any of the Lenders’ right to
compel payment of the Obligations when due or to otherwise enforce their
respective rights and remedies under the Credit Agreement and the other Loan
Documents.


 


10

















 


19.                               Conditions to Effectiveness.


 


(a)  This First Amendment shall become effective
as of the date (the “Amendment Date”) when each of the following
conditions is met:


 


(1)                                  receipt by the Administrative Agent of
this First Amendment duly and properly authorized, executed and delivered by
the Borrowers and the Required Lenders;


 


(2)                                  receipt by the Administrative Agent, for
the benefit of the consenting Lenders, of the Amendment Fees required in Section 16
above;


 


(4)                                  payment of all of the Administrative
Agent’s reasonable legal fees and expenses incurred in connection with the
preparation and negotiation of this First Amendment;


 


(5)                                  [Reserved.]


 


(6)                                  receipt by the Administrative Agent of a
certificate dated as of the Amendment Date signed by a Responsible Officer of
the Parent certifying that before and after giving effect to the First
Amendment, no default under the Senior Subordinated Debt Documents or Second
Lien Notes Documents has occurred and is continuing or would result after giving
effect to the execution, delivery and performance of this First Amendment and
that each of the amendments (and the consummation of the transactions
contemplated by the amendments) is permitted under the terms of the Senior
Subordinated Debt Documents and the Second Lien Notes Documents and that no
consents under any of such documents and agreements is necessary or required
pursuant to the terms thereof in connection with this First Amendment or the
consummation of the transactions contemplated hereby.


 


20.                               Representations and Warranties. 
The Borrowers represent and warrant to the Administrative Agent and the
Lenders as follows:


 


(a)                                  The execution, delivery and performance
of this First Amendment have been duly authorized by all necessary corporate
(or other) proceedings.  The execution,
delivery and performance of this First Amendment and the transactions
contemplated hereby (i) do not conflict with or result in any material
breach or contravention of any provision of law, statute, rule or
regulation to which any of the Borrowers is subject or any judgment, order,
writ, injunction, license or permit applicable to any of the Borrowers so as to
materially adversely affect the assets, business or any activity of the
Borrowers, and (ii) do not conflict with any provision of the corporate
charter, articles or bylaws (or equivalent other company or partnership
documents) of the Borrowers or any agreement or other instrument binding upon
the Borrowers, including, without limitation, the Senior Subordinated Debt
Documents and the Second Lien Notes Documents.


 


11

















 


(b)                                 The execution, delivery and performance
of this First Amendment will result in valid and legally binding obligations of
the Borrowers enforceable against each in accordance with the respective terms
and provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors’ rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief or other equitable remedy is subject to the discretion of the court
before which any proceeding therefor may be brought.


 


(c)                                  The execution, delivery and performance
by the Borrowers of this First Amendment do not require any approval or consent
of, or filing with, any governmental agency or authority other than those
already obtained or to be obtained in connection with such transactions, if
any.  The Borrowers hereby agree to
provide the Administrative Agent with duly executed copies of any such
approvals required in connection with the consummation of any transaction
contemplated by this First Amendment prior to the Borrowers’ consummation of
any such transaction and the Borrowers shall not consummate any such
transaction without first obtaining all necessary consents thereto.


 


(e)                                  The representations and warranties
contained in Article V of the Credit Agreement are true and correct as of
the date hereof as though made on and as of the date hereof, except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date and except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement (as amended by the First
Amendment) and changes occurring in the ordinary course of business which
singly or in the aggregate do not have a Material Adverse Effect.  For purposes of this Section 19(e),
the representations and warranties contained in Section 5.05(a) of
the Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to Section 6.04(a) of the Credit Agreement.


 


(f)                                    After giving effect to this First
Amendment, no Default under (and as defined in) the Credit Agreement has
occurred and is continuing.


 


21.                               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 First Amendment and the
Credit Agreement shall hereafter be read and construed together as a single
document, and all references in the Credit Agreement, any other Loan Document
or any agreement or instrument related to the Credit Agreement shall hereafter
refer to the Credit Agreement as amended by this First Amendment.


 


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


 


23.                               Counterparts. 
This First 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.  Delivery of an executed counterpart of a 


 


12

















 


signature page of this First Amendment by
telecopy shall be as effective as delivery of an original executed counterpart
of this First Amendment.


 


13






 












 


IN WITNESS
WHEREOF, each of the undersigned has duly executed this First Amendment to
Second Amended and Restated Revolving Credit and Term Loan Agreement as a
sealed instrument as of the date first set forth above.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  CASELLA WASTE SYSTEMS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  ATLANTIC COAST FIBERS,
  INC.

  
	
   

  	
  CASELLA WASTE MANAGEMENT
  OF MASSACHUSETTS, INC.

  
	
   

  	
  CASELLA WASTE MANAGEMENT
  OF N.Y., INC.

  
	
   

  	
  CASELLA WASTE MANAGEMENT
  OF PENNSYLVANIA, INC.

  
	
   

  	
  FAIRFIELD COUNTY
  RECYCLING, LLC

  
	
   

  	
  FCR CAMDEN, LLC

  
	
   

  	
  FCR FLORIDA, LLC

  
	
   

  	
  FCR GREENSBORO, LLC

  
	
   

  	
  FCR GREENVILLE, LLC

  
	
   

  	
  FCR MORRIS, LLC

  
	
   

  	
  FCR REDEMPTION, LLC

  
	
   

  	
  FCR TENNESSEE, LLC

  
	
   

  	
  FCR, LLC

  
	
   

  	
  K-C INTERNATIONAL, LTD.

  
	
   

  	
  KTI BIO FUELS, INC.

  
	
   

  	
  KTI ENVIRONMENTAL GROUP,
  INC.

  
	
   

  	
  KTI NEW JERSEY FIBERS,
  INC.

  
	
   

  	
  KTI OPERATIONS, INC.

  
	
   

  	
  KTI SPECIALTY WASTE
  SERVICES, INC.

  
	
   

  	
  KTI, INC.

  
	
   

  	
  NORTHERN PROPERTIES
  CORPORATION OF PLATTSBURGH

  
	
   

  	
  PERC, INC.

  
	
   

  	
  RESOURCE RECOVERY SYSTEMS,
  LLC

  
	
   

  	
  RESOURCE TRANSFER SERVICES,
  INC.

  
	
   

  	
  RESOURCE WASTE SYSTEMS,
  INC.

  
	
   

  	
  SOUTHBRIDGE
  RECYCLING & DISPOSAL PARK, INC.

  
	
   

  	
  U.S. FIBER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name: John Casella

  
	
   

  	
   

  	
  Title: President and
  Secretary

  



 

















 


	
   

  	
  ALL CYCLE WASTE, INC.

  
	
   

  	
  B. AND C. SANITATION
  CORPORATION

  
	
   

  	
  BRISTOL WASTE MANAGEMENT,
  INC.

  
	
   

  	
  C.V. LANDFILL, INC.

  
	
   

  	
  CASELLA ALBANY RENEWABLES,
  LLC

  
	
   

  	
  CASELLA MAJOR ACCOUNT
  SERVICES, LLC

  
	
   

  	
  CASELLA RECYCLING, LLC

  
	
   

  	
  CASELLA RENEWABLE SYSTEMS,
  LLC

  
	
   

  	
  CASELLA TRANSPORTATION,
  INC.

  
	
   

  	
  CASELLA WASTE MANAGEMENT,
  INC.

  
	
   

  	
  CASELLA WASTE SERVICES OF
  ONTARIO LLC

  
	
   

  	
  CHEMUNG LANDFILL LLC

  
	
   

  	
  COLEBROOK LANDFILL LLC

  
	
   

  	
  FOREST ACQUISITIONS, INC.

  
	
   

  	
  GRASSLANDS INC.

  
	
   

  	
  HAKES C&D DISPOSAL,
  INC.

  
	
   

  	
  HARDWICK LANDFILL, INC.

  
	
   

  	
  HIRAM HOLLOW REGENERATION
  CORP.

  
	
   

  	
  LEWISTON LANDFILL LLC

  
	
   

  	
  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.

  
	
   

  	
  PINE TREE WASTE, INC.

  
	
   

  	
  SCHULTZ LANDFILL, INC.

  
	
   

  	
  SUNDERLAND WASTE
  MANAGEMENT, INC.

  
	
   

  	
  TRILOGY GLASS LLC

  
	
   

  	
  WASTE-STREAM INC.

  
	
   

  	
  WINTERS BROTHERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name: John Casella

  
	
   

  	
   

  	
  Title: Vice President and
  Secretary

  



 

















 


	
   

  	
  BLUE
  MOUNTAIN RECYCLING, LLC

  
	
   

  	
   

  
	
   

  	
  By: FCR, LLC, its sole
  manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CWM ALL WASTE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GROUNDCO LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE HYLAND FACILITY
  ASSOCIATES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  President and Secretary —
  Casella Waste

  Management of N.Y., Inc. (90% owner)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAINE
  ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KTI Environmental Group, Inc.,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and Secretary

  
						



 

















 


	
   

  	
  NEWS
  OF WORCESTER LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Casella Waste
  Systems, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEWSME LANDFILL OPERATIONS
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PERC
  MANAGEMENT COMPANY LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PERC, Inc., general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEMPLETON LANDFILL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Casella

  
	
   

  	
   

  	
  Name:

  	
  John Casella

  
	
   

  	
   

  	
  Title:

  	
  President and Secretary

  
						



 
















 


	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Maria F. Maia

  
	
   

  	
   

  	
  Name:

  	
  Maria
  F. Maia

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as a
  Revolving Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Maria F. Maia

  
	
   

  	
   

  	
  Name:

  	
  Maria
  F. Maia

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Maria F. Maia

  
	
   

  	
   

  	
  Name:

  	
  Maria
  F. Maia

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
   

  	
  COMERICA
  BANK, as a

  
	
   

  	
  Revolving
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Morley

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  Morley

  
	
   

  	
   

  	
  Title:

  	
  Corporate Banking Officer

  



 

















 


	
   

  	
  Crédit
  Agricole Corporate & Investment Bank, as a

  
	
   

  	
  Revolving
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Pamela Donnelly

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Donnelly

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yuri Muzichenko

  
	
   

  	
   

  	
  Name:

  	
  Yuri Muzichenko

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  JPMorgan
  Chase Bank, NA, as a

  
	
   

  	
  Revolving
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott A. McNamara

  
	
   

  	
   

  	
  Name:

  	
  Scott
  A. McNamara

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  TD
  Bank, N.A. as a

  
	
   

  	
  Revolving
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  E. Kirke Hart

  
	
   

  	
   

  	
  Name:

  	
  E.
  Kirke Hart

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


	
   

  	
  TD
  Bank, N.A.,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  E. Kirke Hart

  
	
   

  	
   

  	
  Name:

  	
  E.
  Kirke Hart

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 
















 


Ariel Reinsurance Company Ltd.


BlackRock Senior High Income Fund, Inc.


BlackRock Floating Rate Income Trust


BlackRock Defined Opportunity Credit Trust


BlackRock Limited Duration Income Trust


BlackRock Senior Income Series


BlackRock Senior Income Series II


BlackRock Senior Income Series IV


BlackRock Senior Income Series V Limited


BlackRock Debt Strategies Fund, Inc.


BlackRock Diversified Income Strategies Fund, Inc.


BlackRock Floating Rate Income Strategies Fund, Inc.


BlackRock Floating Rate Income Strategies Fund II, Inc.


BlackRock Global Investment Series: Income
Strategies Portfolio


Master Senior Floating Rate LLC


Missouri State Employees’ Retirement System


BlackRock Senior Floating Rate Portfolio


Senior Loan Portfolio


 


	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Adrian Marshall

  
	
   

  	
   

  	
  Name:
  C. Adrian Marshall

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 

















 


	
   

  	
  CIFC
  Funding 2006-II, Ltd.

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Commercial Industrial Finance Corp., its Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert C. Milton, III

  
	
   

  	
   

  	
  Name:
  Robert C. Milton, III

  
	
   

  	
   

  	
  Title:
  Secretary

  



 

















 


	
   

  	
  CIFC
  Funding 2007-II, Ltd.

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Commercial Industrial Finance Corp., its Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert C. Milton, III

  
	
   

  	
   

  	
  Name:
  Robert C. Milton, III

  
	
   

  	
   

  	
  Title:
  Secretary

  



 

















 


	
   

  	
  CIFC
  Funding 2007-III, Ltd.

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Commercial Industrial Finance Corp., its Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert C. Milton, III

  
	
   

  	
   

  	
  Name:
  Robert C. Milton, III

  
	
   

  	
   

  	
  Title:
  Secretary

  



 

















 


	
   

  	
  Cratos
  CLO I Ltd.

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
  By:
  Cratos CDO Management, LLC

  
	
   

  	
  As
  Attorney-in-Fact

  
	
   

  	
   

  	
  By:
  Cratos Capital Partners, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ronald Banks

  
	
   

  	
   

  	
  Name:
  Ronald Banks

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 

















 


	
   

  	
  Ballyrock
  CLO 2006-1 Limited, By:

  
	
   

  	
  Ballyrock
  Investment Advisors LLC,

  
	
   

  	
  as
  Collateral Manager,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Rymut

  
	
   

  	
   

  	
  Name:
  Lisa Rymut

  
	
   

  	
   

  	
  Title:
  Assistant Treasurer

  



 

















 


	
   

  	
  Ballyrock
  CLO III Limited, By:

  
	
   

  	
  Ballyrock
  Investment Advisors LLC,

  
	
   

  	
  as
  Collateral Manager,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Rymut

  
	
   

  	
   

  	
  Name:
  Lisa Rymut

  
	
   

  	
   

  	
  Title:
  Assistant Treasurer

  



 

















 


	
   

  	
  Fidelity
  Advisor Series I: Fidelity Advisor

  
	
   

  	
  Floating
  Rate High Income Fund,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey Christian

  
	
   

  	
   

  	
  Name:
  Jeffrey Christian

  
	
   

  	
   

  	
  Title:
  Deputy Treasurer

  



 

















 


	
   

  	
  Fidelity
  Central Investment Portfolios LLC; Fidelity Floating Rate Central

  
	
   

  	
  Investment
  Portfolio,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey Christian

  
	
   

  	
   

  	
  Name:
  Jeffrey Christian

  
	
   

  	
   

  	
  Title: Deputy Treasurer

  



 
















 


	
   

  	
  Franklin
  Floating Rate Daily Access Fund,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Hsu

  
	
   

  	
   

  	
  Name:

  	
  Richard
  Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  Franklin
  Floating Rate Master Series,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Hsu

  
	
   

  	
   

  	
  Name:

  	
  Richard
  Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  Franklin
  Templeton Series II Funds

  
	
   

  	
  Franklin
  Floating Rate II Fund,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Hsu

  
	
   

  	
   

  	
  Name:

  	
  Richard
  Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  Franklin
  CLO V, Limited,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Ardini

  
	
   

  	
   

  	
  Name:

  	
  David
  Ardini, Franklin Advisers, Inc. as 

  
	
   

  	
   

  	
   

  	
  Collateral
  Manager

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  Blue
  Shield of California,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Ardini

  
	
   

  	
   

  	
  Name:

  	
  David
  Ardini

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  Ballyrock
  CLO 2006-2 Limited, By:

  
	
   

  	
  Ballyrock
  Investment Advisors LLC,

  
	
   

  	
  as
  Collateral Manager,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lisa Rymut

  
	
   

  	
   

  	
  Name:

  	
  Lisa
  Rymut

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  



 

















 


	
   

  	
  Goldman
  Sachs Asset Management CLO, Public Limited Company

  
	
   

  	
   

  
	
   

  	
  By:
  Goldman Sachs Asset Manager, L.P., as Manager,

  
	
   

  	
   

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sandra L. Stullberger

  
	
   

  	
   

  	
  Name:

  	
  Sandra
  L. Stullberger

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  Grand
  Horn CLO Ltd.

  
	
   

  	
  By:
  Seix Investment Advisors LLC, as

  
	
   

  	
  Collateral
  Manager

  
	
   

  	
   

  
	
   

  	
  Mountain
  View Funding CLO 2006-I Ltd.

  
	
   

  	
  By:
  Seix Investment Advisors LLC, as

  
	
   

  	
  Collateral
  Manager

  
	
   

  	
   

  
	
   

  	
  Mountain
  View CLO II Ltd.

  
	
   

  	
  By:
  Seix Investment Advisors LLC, as

  
	
   

  	
  Collateral
  Manager

  
	
   

  	
   

  
	
   

  	
  as Term
  B Lenders

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George Goudelias

  
	
   

  	
   

  	
  Name:

  	
  George
  Goudelias

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 

















 


	
   

  	
  Max
  Bermuda Ltd., as a Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Wellington Management Company, LLP,

  
	
   

  	
  as investment adviser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert J. Toner

  
	
   

  	
   

  	
  Robert
  J. Toner

  
	
   

  	
   

  	
  Vice
  President & Counsel

  



 

















 


	
   

  	
  Rosedale
  CLO II Ltd.

  
	
   

  	
  By:
  Princeton Advisory Group, Inc.

  
	
   

  	
  the
  Collateral Manager,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ashish Sood

  
	
   

  	
   

  	
  Name:

  	
  Ashish
  Sood

  
	
   

  	
   

  	
  Title:

  	
  Analyst

  



 

















 


	
   

  	
  Rosedale
  CLO Ltd.

  
	
   

  	
  By:
  Princeton Advisory Group, Inc.

  
	
   

  	
  the
  Collateral Manager,

  
	
   

  	
  as a
  Term B Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ashish Sood

  
	
   

  	
   

  	
  Name:

  	
  Ashish
  Sood

  
	
   

  	
   

  	
  Title:

  	
  Analyst