LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)
SERVICE OF PROCESS.
EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.18
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.19
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO
THE ACT (AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND
NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWERS THAT PURSUANT TO THE
REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO
LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES THE BORROWERS, WHICH INFORMATION INCLUDES THE NAME
AND
105
ADDRESS OF EACH OF THE BORROWERS AND OTHER INFORMATION THAT WILL ALLOW SUCH
LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWERS IN
ACCORDANCE WITH THE ACT.
106
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as a sealed instrument as of the date first above written.
[BORROWERS]
BANK OF AMERICA, N.A., as
Administrative Agent
By:
Name:
Title:
BANK OF AMERICA, N.A., as a Lender, L/C
Issuer and Swing Line Lender
By:
Name:
Title:
[OTHER LENDERS]
Bank of America, N.A., as Administrative
Agent
By:
/s/ Carol Alm
Name:
Carol Alm
Title:
Assistant Vice President
Signature Page to Amended and Restated Credit Agreement
for Casella Waste Systems, Inc. and Certain of its Subsidiaries
BANK OF AMERICA, N.A., as a Lender,
L/C Issuer and Swing Line Lender
By:
/s/ Maria F. Maia
Name:
Maria F. Maia
Title:
Managing Director
Citizens Bank of Massachusetts
By:
/s/ Cindy Chen
Name:
Cindy Chen
Title:
Vice President
Sovereign Bank
By:
/s/ Walter J. Marullo