Exhibit 10.1


 


CONFORMED COPY


 


AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT

AND TERM LOAN AGREEMENT


 


This AMENDMENT NO. 4 TO SECOND AMENDED AND
RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
(this “Amendment”) is made and entered into as of June 14, 2004 by and
among CASELLA WASTE SYSTEMS, INC., a
Delaware corporation (the “Parent”), and each of its Subsidiaries listed
on Schedule 1 to the Credit Agreement referred to below
(other than the Excluded Subsidiaries) (the Parent and such Subsidiaries herein
collectively referred to as the “Borrowers”), FLEET
NATIONAL BANK (“Fleet”) and the other financial institutions
party to the Credit Agreement executing this Amendment (as defined below), and
Fleet as administrative agent for itself and the other Lenders (in such
capacity, the “Administrative Agent”).   Capitalized terms
used herein without definition shall have the respective meanings provided
therefor in the Credit Agreement.


 


WHEREAS, the
Borrowers, the Administrative Agent and the financial institutions referred to
therein as Lenders (the “Lenders”), are parties to a Second Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of January 24,
2003, as amended by an Amendment No. 1 and Release to Second Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of April 30, 2003,
an Amendment No. 2 to Second Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of August 26, 2003, and an Amendment No. 3 and Consent
to Certain Acquisitions to Second Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of November 21, 2003 (as otherwise amended and
restated and in effect from time to time, the “Credit
Agreement”), pursuant to which the Lenders have extended credit to the
Borrowers on the terms set forth therein;


 


WHEREAS, the
Borrowers have requested that the Administrative Agent and the Required Lenders
amend the Credit Agreement as provided more fully herein below;


 


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


 


§1.          Amendments
to Credit Agreement. The Credit Agreement is hereby amended as follows:


 


§1.1        Amendments
to Section 1.1.


 


(a) The definition of “Consolidated
Adjusted Net Income” in Section 1.1 is hereby amended in its entirety to read
as follows:


 


“Consolidated Adjusted Net Income.  For any period, the Consolidated
Net Income (or Loss) of the Parent and its Subsidiaries determined in
accordance with GAAP, plus, to the extent deducted and without
duplication, (a) adjustments for non-cash write-offs attributable to the use of
a fair value methodology for recognition and measurement of impairment of goodwill
not identified with impaired assets in accordance with Financial Accounting Standards
Board Statement No. 142 up to an aggregate amount of $62,825,000, (b) charges      incurred by the Borrowers in connection with the early termination of
interest rate hedging contracts up to an aggregate amount of $4,000,000, (c)
adjustments for non-cash, non-recurring charges related to losses from asset
impairment charges or resulting from sales of the Specified Entities or their
assets up to an aggregate amount of $15,000,000, and cash charges related to
losses from such asset impairment charges or sales up to $1,000,000, (d)


 





















 


the
non-recurring, non-cash write-off of debt issuance expenses related to the
refinancing of Indebtedness under the Existing Credit Agreement, such write-off
not to exceed $4,000,000, (e) non-cash charges relating to asset write-offs up
to an aggregate of $1,200,000 and (f) charges incurred by the Borrowers in
connection with unsuccessful landfill developments up to an aggregate of
$3,000,000.”


 


(b) The definition of “Generally Accepted Accounting Principles or GAAP”
in Section 1.1. is hereby amended in its entirety to read as following


 


“Generally
Accepted  Accounting  Principles
or  GAAP.  When used in
general, Generally Accepted Accounting Principles means principles that are
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, in effect for the fiscal year
ended on the April 30, 2004, as shall be concurred in by independent certified
public accountants of recognized standing whose report expresses an unqualified
opinion (other than a qualification regarding changes in Generally Accepted Accounting
Principles) as to financial statements in which such principles have been applied;
and when used with reference to the Borrowers, such principles shall include
(to the extent consistent with such principles) the accounting practices
reflected in the consolidated financial statements for the year ended on the
April 30, 2004.”


 


(c) Schedule 3 (EBITDA), referred to in the
definition of Consolidated  EBITDA in Section 1.1. of the Credit
Agreement is updated by the Schedule 3 (EBITDA) as attached hereto.


 


2.  Amendment Fee.  The Borrowers
shall pay to the Administrative Agent for the account of each Lender and its
Lender Affiliates party to the Credit Agreement (collectively, the “Financial
Institutions”) which has executed a counterpart signature page to this
Amendment, a work fee (“the Amendment Fee”) in the aggregate amount
equal to 0.125% on their Commitment or Term Loan.


 


3.  Conditions to Effectiveness.  This
Amendment shall become effective when (a) the Administrative Agent shall have
received a counterpart signature page to this Amendment duly executed and
delivered by each of the Borrowers and the Required Lenders and (b)  and the payment of the Amendment Fee.


 


4.  Representations and
Warranties.  Each
of the Borrowers represents and warrants to the Lenders and the Administrative
Agent as follows:


 


(a)           The execution, delivery and performance of each of this
Amendment and the performance by the Borrowers of their obligations and
agreements under this Amendment and the Credit Agreement as amended hereby and
thereby are within the corporate or equivalent company power and authority of
such Borrower and have been or will be authorized by proper corporate or
equivalent company proceedings, and do not (i) require any consent or
approval of the equity holders of such Borrower which has not been obtained,
(ii) contravene any provision of the constituent documents of such Borrower
or any law, rule or regulation applicable to such Borrower, or
(iii) contravene any provision of, or constitute an event of default or
event which, but for the requirement that time elapse or notice be given, or
both, would constitute an event of default under, any other material agreement,
instrument or undertaking binding on such Borrower.


 


(b)           This
Amendment and all of the terms and provisions hereof and thereof are the legal,
valid and binding obligations of such Borrower enforceable in accordance with
their respective terms except as limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors’
rights generally, and except as the remedy of


 


2





















 


specific performance or of injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.


 


(c)           The
execution, delivery and performance of this Amendment does not require any
approval or consent of, or filing or registration with, any governmental or
other agency or authority, or any other party.


 


(d)           The representations and warranties contained in Section 6 of the Credit
Agreement are true and correct in all material respects as of the date hereof
as though made on and as of the date hereof (except to the extent of changes
resulting from transactions contemplated or permitted by the Credit Agreement
as amended by this Amendment and changes occurring in the ordinary course of
business which singly or in the aggregate are not materially adverse, and to
the extent that such representations and warranties relate expressly to an
earlier date).


 


(e)           After
giving effect to this Amendment, no Default or Event of Default under the
Credit Agreement will occur or be continuing.


 


5.  Ratification, etc.  Except as expressly amended hereby, the Credit Agreement,
the other Loan Documents and all documents, instruments and agreements related
thereto are hereby ratified and confirmed in all respects and shall continue in
full force and effect. This Amendment and the Credit Agreement shall hereafter
be read and construed together as a single document, and all references in the
Credit Agreement or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended by this Amendment.


 


6. No Implied Waiver.  Except
as expressly set forth in this Amendment, this Amendment shall not, by
implication or otherwise, limit, impair, constitute a waiver of or otherwise
affect any rights or remedies of the Administrative Agent or the Lenders under
the Credit Agreement or the other Loan Documents, nor alter, modify, amend or
in any way affect any of the terms, obligations or covenants contained in the
Credit Agreement or the Loan Documents, all of which shall continue in full
force and effect.  Nothing in this
Amendment shall be construed to imply any willingness on the part of the
Administrative Agent or the Lenders to grant any similar or future consent or
waiver of any of the terms and conditions of the Credit Agreement or the other
Loan Documents.


 


7.  Counterparts;
Governing Law.  This Amendment may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of such when so executed and delivered shall be an
original, but all of such counterparts shall together constitute but one and
the same agreement.  THIS CONSENT SHALL
BE GOVERNED BY AND INTERPRETED AND DETERMINED AS AN INSTRUMENT UNDER SEAL IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT
REFERENCE TO CONFLICTS OF LAW. This Amendment, to the extent signed and
delivered by means of a facsimile machine or other electronic transmission in
which the actual signature is evident, shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have
the same binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto, each other party
hereto or thereto shall re-execute original forms hereof and deliver them to
all other parties.  No party hereto shall
raise the use of a facsimile machine or other electronic transmission in which
the actual signature is evident to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through
the use of a facsimile machine or other electronic transmission in which the
actual signature is evident as a defense to the formation of a contract and
each party forever waives such defense.


 


3





















 


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


 


	
   

  	
  FLEET
  NATIONAL BANK

  
	
   

  	
  individually
  and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maria
  F. Maia

  	
   

  
	
   

  	
  Name:

  	
  Maria F.
  Maia

  
	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Bank of
  America, NA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  F. Farley

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas F.
  Farley

  
	
   

  	
   

  	
  Title:

  	
  Sr. Credit
  Products Manager

  
					



 


 


Signature pages to Amendment No.
4


 





















 


	
   

  	
  LASALLE BANK
  NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shaun
  Kleinman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Shaun
  Kleinman

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Citizens
  Bank of Massachusetts

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cindy
  Chen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Cindy Chen

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Merrill
  Lynch Capital, a division of Merrill

  Lynch Business Financial Services Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julia
  F. Maslanka

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Julia F.
  Maslanka

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  BANKNORTH,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E.
  Kirke Hart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  E. Kirke
  Hart

  
	
   

  	
   

  	
  Title:

  	
  Regional
  Vice President

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Comerica
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Claudia
  M. Cassa

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Claudia M.
  Cassa

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Clydesdale
  CLO 2001-1, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Nomura
  Corporate Research and Asset

  Management Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth
  MacLean

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth
  MacLean

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Nomura Bond
  and Loan Fund

  
	
   

  	
   

  
	
   

  	
  By:

  	
  UFJ Trust
  Bank Limited

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Nomura
  Corporate Research and Asset

  Management Inc.

  
	
   

  	
   

  	
    Attorney
  in Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth
  MacLean

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth
  MacLean

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Flagship CLO
  2001-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark S.
  Pelletier

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Flagship CLO
  II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark S.
  Pelletier

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  SEMINOLE
  FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana
  M. Himes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana M.
  Himes

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  HARBOUR TOWN
  FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana
  M. Himes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana M.
  Himes

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager

  for Race Point II CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J.
  Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager

  for Castle Hill I - INGOTS, Ltd., as Term

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J.
  Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager

  for Castle Hill II - INGOTS, Ltd., as Term

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J. Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manager

  for Great Point CLO 1999-1 LTD., as Term

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J.
  Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manger for

  AVERY POINT CLO, LTD., as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J.
  Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manger for

  Race Point CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J.
  Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Sankaty
  Advisors, LLC as Collateral Manger for

  Castle Hill III CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J.
  Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Columbus
  Loan Funding Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Travelers
  Asset Management International

  Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald
  Carter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ronald
  Carter

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Fidelity
  Advisor Series II: Fidelity Advisor

  Floating Rate High Income Fund

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank
  Knox

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank Knox

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  ELT LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana
  M. Himes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana M.
  Himes

  
	
   

  	
   

  	
  Title:

  	
  Authorized Agent

  
					



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Landmark CDO
  Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aladdin Capital Management LLC

  As Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph
  Moroney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  Moroney, CFA

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Landmark II
  CDO Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aladdin Capital Management LLC

  As Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph
  Moroney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  Moroney, CFA

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Landmark III
  CDO Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aladdin Capital Management LLC

  As Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph
  Moroney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  Moroney, CFA

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  LCM I
  Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Lyon Capital Management LLC, as

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fairbound
  Tavangar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Fairbound
  Tavangar

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Portfolio Manager

  
						



 


 


Signature pages to Amendment No. 4


 





















 


	
   

  	
  Citigroup
  Investments Corporate Loan Fund Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Travelers
  Asset Management

  International Company LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald
  Carter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ronald
  Carter

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  CALYON NEW
  YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dianne
  M. Scott

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dianne M.
  Scott

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ F.
  Frank Herrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Frank
  Herrera

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  Venture II
  CDO, Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Its
  investment advisor MJX Asset

  Management LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin
  Davey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Martin Davey

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  THE
  TRAVELERS INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denise
  T. Duffee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Denise T.
  Duffee

  
	
   

  	
   

  	
  Title:

  	
  Investment
  Officer

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


	
   

  	
  BLUE SQUARE
  FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Pineiro

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Pineiro

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


 


Signature pages to Amendment
No. 4


 





















 


BORROWERS:


CASELLA WASTE SYSTEMS, INC.


ALL CYCLE WASTE, INC.


ALTERNATE ENERGY, INC.


ATLANTIC COAST FIBERS, INC.


B. AND C. SANITATION
CORPORATION


BLASDELL DEVELOPMENT GROUP, INC.


BRISTOL WASTE MANAGEMENT, INC.


CASELLA TRANSPORTATION, INC.


CASELLA WASTE MANAGEMENT OF
MASSACHUSETTS, INC.


CASELLA WASTE MANAGEMENT OF
N.Y., INC.


CASELLA WASTE MANAGEMENT OF
PENNSYLVANIA, INC.


CASELLA WASTE MANAGEMENT, INC.


CV LANDFILL, INC.


DATA DESTRUCTION SERVICES, INC.


FAIRFIELD COUNTY RECYCLING,
INC.


FCR CAMDEN, INC.


FCR FLORIDA, INC.


FCR GREENSBORO, INC.


FCR GREENVILLE, INC.


FCR MORRIS, INC.


FCR REDEMPTION, INC.


FCR TENNESSEE, INC.


FCR, INC.


FOREST ACQUISITIONS, INC.


GRASSLANDS INC.


HAKES C & D DISPOSAL, INC.


HARDWICK LANDFILL, INC.


HIRAM HOLLOW REGENERATION CORP.


K-C INTERNATIONAL, LTD.


KTI BIO FUELS, INC.


KTI ENVIRONMENTAL GROUP, INC.


KTI NEW JERSEY FIBERS, INC.


KTI OPERATIONS INC.


KTI RECYCLING OF NEW ENGLAND,
INC.


KTI SPECIALTY WASTE SERVICES, INC.


KTI, INC.


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
   

  	
  Name:  Richard
  A. Norris

  
	
   

  	
  Title:  Vice
  President and Treasurer

  



 


 


[SIGNATURES CONTINUED ON FOLLOWING PAGE]


 


 


Signature pages to Amendment
No. 4


 





















 


MECKLENBURG COUNTY RECYCLING,
INC.


NATURAL ENVIRONMENTAL, INC.


NEW ENGLAND WASTE SERVICES OF
MASSACHUSETTS, INC.


NEW ENGLAND WASTE SERVICES OF
ME, INC.


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


NEW ENGLAND WASTE SERVICES OF
VERMONT, INC.


NEW ENGLAND WASTE SERVICES,
INC.


NEWBURY WASTE MANAGEMENT, INC.


NORTH COUNTRY ENVIRONMENTAL
SERVICES, INC.


NORTHERN PROPERTIES CORPORATION
OF PLATTSBURGH


NORTHERN SANITATION, INC.


PERC, INC.


PINE TREE WASTE, INC.


R.A. BRONSON INC.


RESOURCE RECOVERY OF CAPE COD,
INC.


RESOURCE RECOVERY SYSTEMS OF
SARASOTA, INC.


RESOURCE RECOVERY SYSTEMS, INC.


RESOURCE TRANSFER SERVICES,
INC.


RESOURCE WASTE SYSTEMS, INC.


SCHULTZ LANDFILL, INC.


SUNDERLAND WASTE MANAGEMENT, INC.


U.S. FIBER, INC.


WASTE-STREAM INC.


WESTFIELD DISPOSAL SERVICE,
INC.


WINTERS BROTHERS, INC.


WOOD RECYCLING, INC.


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:  Richard
  A. Norris

  
	
  Title:    Vice
  President and Treasurer

  



 


 


[SIGNATURES CONTINUED ON FOLLOWING PAGE]


 


 


Signature pages to Amendment
No. 4


 





















 


	
  CASELLA NH
  INVESTORS CO., LLC

  
	
   

  
	
  By: KTI,
  Inc., its sole member

  
	
   

  
	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  
	
   

  
	
  CASELLA NH
  POWER CO., LLC

  
	
   

  
	
  By: KTI,
  Inc., its sole member

  	
   

  
					



 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Vice
  President and Treasurer

  
				



 


 


CASELLA RTG INVESTORS CO., LLC


 


By: Casella Waste Systems,
Inc., its sole member


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Chief
  Financial Officer and Treasurer

  
				



 


 


CWM ALL WASTE LLC


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent

  
				



 


 


GROUNDCO LLC


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent

  
				



 


 


[SIGNATURES CONTINUED ON FOLLOWING PAGE]


 


 


Signature pages to Amendment
No. 4


 





















 


THE HYLAND FACILITY ASSOCIATES


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent

  
				



 


 


NEW ENGLAND LANDFILL SOLUTIONS,
LLC


 


By: Rochester
Environmental Park, LLC


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent

  
				



 


 


NEWSME LANDFILL OPERATIONS LLC


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent

  
				



 


 


ROCKINGHAM SAND & GRAVEL,
LLC


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent

  
				



 


 


TEMPLETON LANDFILL LLC


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent

  
				



 


 


[SIGNATURES CONTINUED ON FOLLOWING PAGE]


 


 


Signature pages to Amendment
No. 4


 





















 


MAINE ENERGY RECOVERY COMPANY,
LIMITED PARTNERSHIP


 


By: KTI Environmental Group,
Inc., general partner


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Vice
  President and Treasurer

  
					



 


 


PERC MANAGEMENT COMPANY LIMITED
PARTNERSHIP


 


By: PERC, Inc., general partner


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Vice
  President and Treasurer

  
					



 


 


ROCHESTER ENVIRONMENTAL PARK,
LLC


 


 


	
  By:

  	
  /s/  Richard
  A. Norris

  	
   

  
	
  Name:

  	
  Richard A.
  Norris

  
	
  Title:

  	
  Duly
  Authorized Agent