INDENTURE Dated as of January 24, 2003 9.75% Senior Subordinated Notes due 2013 CROSS-REFERENCE TABLEIndenture • January 24th, 2003 • Casella Waste Systems Inc • Refuse systems • New York
TERMINATION OF LEASE AGREEMENTLease Agreement • August 7th, 1997 • Casella Waste Systems Inc • Vermont
EXHIBIT 10.45 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of December 8, 1999 (the "Agreement"), is made by and between Casella Waste Systems, Inc., a Delaware corporation (the "Company"), and Jerry S. Cifor, a resident of...Employment Agreement • August 4th, 2000 • Casella Waste Systems Inc • Refuse systems • Delaware
Exhibit 2.2 ESCROW AGREEMENT This Escrow Agreement (this "Agreement") is entered into as of February 1, 2000, by and among Casella Waste Systems, Inc., a Delaware corporation (the "Buyer"), Robert S. Gundersen, an individual with a residence at 18...Escrow Agreement • February 28th, 2000 • Casella Waste Systems Inc • Refuse systems • Massachusetts
Exhibit 10.3 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "First Amendment") is made and entered into as of the 2nd day of February,...Revolving Credit Agreement • August 18th, 2000 • Casella Waste Systems Inc • Refuse systems • New York
1995 STOCKHOLDERS AGREEMENT This 1995 Stockholders Agreement, dated as of December 22, 1995, is among Casella Waste Systems, Inc., a Delaware corporation (the"Company"), Norwest Equity Partners V ("NEP"), Weston Presidio Capital II, L.P. ("WPC"), BCI...Stockholders Agreement • August 7th, 1997 • Casella Waste Systems Inc • Massachusetts
EXHIBIT 99.2 Amendment No. 2 To Agreement and Plan of MergerAgreement and Plan of Merger • September 10th, 1999 • Casella Waste Systems Inc • Refuse systems
CASELLA WASTE SYSTEMS, INC. 10,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 28th, 2012 • Casella Waste Systems Inc • Refuse systems • New York
Casella Waste Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”), including 25,000 shares to be allocated to Edwin D. Johnson (such shares, the “Affiliate Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares (including the Affiliate Shares) and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
BY AND AMONGPurchase Agreement • July 12th, 2002 • Casella Waste Systems Inc • Refuse systems • New York
Amendment No. 1 to Stock Option AgreementStock Option Agreement • May 13th, 1999 • Casella Waste Systems Inc • Refuse systems
Exhibit 10.2 CASELLA WASTE SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT This Agreement dated as of August 11, 2000 is entered into by and among Casella Waste Systems, Inc., a Delaware corporation (the "Company"), and the entities listed on Exhibit A...Registration Rights Agreement • August 18th, 2000 • Casella Waste Systems Inc • Refuse systems • Delaware
Amendment No. 1 To Agreement and Plan of MergerAgreement and Plan of Merger • May 13th, 1999 • Casella Waste Systems Inc • Refuse systems
Background ----------Management Services Agreement • August 7th, 1997 • Casella Waste Systems Inc
Exhibit 10.36 AMENDMENT NO. 1 AND RELEASE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT This AMENDMENT NO. 1 AND RELEASE TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "AMENDMENT") is made and...Revolving Credit and Term Loan Agreement • July 24th, 2003 • Casella Waste Systems Inc • Refuse systems • Massachusetts
Execution Copy #1 REORGANIZATION AGREEMENT Asset Purchase Agreement dated as of January 17, 1997 by and among KENNETH H. MEAD (the "Stockholder"), SUPERIOR DISPOSAL SERVICES, INC., a New York corporation ("Superior"), KENSUE, INC., a Pennsylvania...Reorganization Agreement • August 7th, 1997 • Casella Waste Systems Inc • New York
EXHIBIT 10.40 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of July 20, 2001 (the "Agreement"), is made by and between Casella Waste Systems, Inc., a Delaware corporation (the "Company"), and Richard Norris, a resident of Rutland, Vermont...Employment Agreement • July 12th, 2002 • Casella Waste Systems Inc • Refuse systems • Vermont
January 21, 2003 Goldman, Sachs & Co., As Representative of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Casella Waste Systems, Inc., a...Exchange and Registration Rights Agreement • February 11th, 2003 • Casella Waste Systems Inc • Refuse systems • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION...Stockholders' Agreement • September 24th, 1997 • Casella Waste Systems Inc • Refuse systems • Delaware
REGISTRATION RIGHTS AGREEMENT by and among CASELLA WASTE SYSTEMS, INC., the Guarantors listed herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated Comerica Securities, Inc. KeyBanc Capital Markets Inc. Dated as of October 9, 2012Registration Rights Agreement • October 9th, 2012 • Casella Waste Systems Inc • Refuse systems • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 9, 2012, by and among Casella Waste Systems, Inc., a Delaware corporation (the “Company”), the subsidiaries listed on the signature pages hereof (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Comerica Securities, Inc. and KeyBanc Capital Markets Inc., (collectively, the “Initial Purchasers”), who have agreed to purchase $125,000,000 aggregate principal amount of the Company’s 7 3/4% Senior Subordinated Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
EXHIBIT 10.13 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of January 12, 1998Revolving Credit Agreement • June 3rd, 1998 • Casella Waste Systems Inc • Refuse systems • Massachusetts
Execution copy #1 ASSET PURCHASE AGREEMENT Asset Purchase Agreement dated as of January 17, 1997 by and among KENNETH H. MEAD (the "Stockholder"), KERKIM, INC., a New York corporation ("KERKIM," or the "Seller"), and CASELLA WASTE MANAGEMENT OF N.Y.,...Asset Purchase Agreement • August 7th, 1997 • Casella Waste Systems Inc • New York
EXHIBIT 10.38 EXECUTION 5-2-96 This THIRD AMENDMENT TO POWER PURCHASE AGREEMENT, effective the 6th day of November, 1995, is between MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP ("Seller") and CENTRAL MAINE POWER COMPANY ("Buyer"). WHEREAS,...Power Purchase Agreement • November 12th, 1999 • Casella Waste Systems Inc • Refuse systems
BY AND AMONGPurchase Agreement • July 12th, 2002 • Casella Waste Systems Inc • Refuse systems • New York
Exhibit 10.9 1995 REPURCHASE AGREEMENT This 1995 Repurchase Agreement (the "Repurchase Agreement"), is among CASELLA WASTE SYSTEMS, INC., a Delaware corporation (the "Company"), BCI GROWTH III, L.P., a Delaware limited partnership ("BCI"), THE VERMONT...Repurchase Agreement • August 7th, 1997 • Casella Waste Systems Inc • Delaware
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • June 25th, 1998 • Casella Waste Systems Inc • Refuse systems
Exhibit 1 --------- CASELLA WASTE SYSTEMS, INC. 3,044,304 SHARES CLASS A COMMON STOCK (par value $0.01 per share) Underwriting Agreement ----------------------Underwriting Agreement • June 25th, 1998 • Casella Waste Systems Inc • Refuse systems • New York
Exhibit (d)(5) CASELLA WASTE SYSTEMS, INC. Incentive Stock Option Agreement Granted Under Amended and Restated 1997 Stock Incentive Plan 1. GRANT OF OPTION. This agreement evidences the grant by Casella Waste Systems, Inc., a Delaware corporation (the...Incentive Stock Option Agreement • July 2nd, 2001 • Casella Waste Systems Inc • Refuse systems
1995 REGISTRATION RIGHTS AGREEMENT This Agreement dated as of December __, 1995 is entered into by and among Casella Waste Systems, Inc., a Delaware corporation (the "Company"), the persons listed on Schedule I attached hereto (the "Purchasers") and...Registration Rights Agreement • August 7th, 1997 • Casella Waste Systems Inc • Vermont
4,500,000 Shares1 CASELLA WASTE SYSTEMS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2024 • Casella Waste Systems Inc • Refuse systems • New York
Casella Waste Systems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 4,500,000 shares of its Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”). The aggregate of 4,500,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 675,000 shares of Class A Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc., J.P. Morgan Securities LLC and Stifel, Nicolaus & Company, Incorporated are acting as the representatives of the several Underwriters and in such capacity are referred to in this Agreement as the “Representatives.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 21st, 1999 • Casella Waste Systems Inc • Refuse systems • New Jersey
Exhibit 10.23 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Agreement dated as of December 19, 1997 is entered into by and among Casella Waste Systems, Inc., a Delaware corporation (the "Buyer"), and the persons listed on Schedule I...Registration Rights Agreement • June 3rd, 1998 • Casella Waste Systems Inc • Refuse systems • Vermont
AGREEMENT AmongMerger Agreement • February 28th, 2000 • Casella Waste Systems Inc • Refuse systems • Massachusetts
EXHIBIT 10.39 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of June 18, 2001 (the "Agreement"), is made by and between Casella Waste Systems, Inc., a Delaware corporation (the "Company"), and Charles E. Leonard, a resident of Calabasas,...Employment Agreement • July 12th, 2002 • Casella Waste Systems Inc • Refuse systems • Vermont
Exhibit (d)(6) CASELLA WASTE SYSTEMS, INC. Nonqualified Stock Option Agreement Granted Under Amended and Restated 1997 Stock Incentive Plan 1. GRANT OF OPTION. This agreement evidences the grant by Casella Waste Systems, Inc., a Delaware corporation...Nonqualified Stock Option Agreement • July 2nd, 2001 • Casella Waste Systems Inc • Refuse systems
CASELLA WASTE SYSTEMS, INC. Underwriting AgreementUnderwriting Agreement • February 13th, 2015 • Casella Waste Systems Inc • Refuse systems • New York
Casella Waste Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $60,000,000 aggregate principal amount of its 7.75% Senior Subordinated Notes due 2019 (the “Securities”). The Securities will be issued pursuant to the indenture, dated as of February 7, 2011 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a blanket letter of representations (the “DTC Agreement”), in effect among the Company, the Trustee and the Depositary.
