EXHIBIT 10.4.4
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[LOGO OF UNION BANK OF CALIFORNIA]
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement"), dated as of May 1, 2000, is made and
entered into by and between West Valley MRF, LLC, a California limited liability
company ("Borrower") and UNION BANK OF CALIFORNIA, N.A. ("Bank").
SECTION 1. THE LOAN
1.1.1 The Equipment Loan. Bank will loan to Borrower an amount
not to exceed Two Million Dollars ($2,000,000) outstanding in the aggregate at
any one time (the "Equipment Loan"). Borrower may borrow all or part of the
Equipment Loan in amounts of not less than One Hundred Thousand Dollars
($100,000) in accordance with the terms of the Equipment Note. All borrowings of
the Equipment Loan must be made before ___________, 19___, at which time all
unpaid principal under the Equipment Loan shall be converted to a fully
amortizing loan as set forth in subsection ________. In the event of a
prepayment of principal after such conversion and payment of any resulting fees,
any prepaid amounts shall be applied to the scheduled principal payments in the
reverse order of their maturity. The Equipment Loan shall be evidenced by a
promissory note (the "Equipment Note") on the standard form used by Bank for
commercial loans. Bank shall enter each amount borrowed and repaid in Bank's
records and such entries shall be deemed to be the amount of the Equipment Loan
outstanding. Omission of Bank to make any such entries shall not discharge
Borrower of its obligation to repay in full with interest all amounts borrowed.
1.1.2 The Term Loan. Solely to repay the Equipment Loan, Bank
will loan to Borrower the sum outstanding at the maturity of the Equipment Loan
in one disbursement on or before ________________, 19___ (the "Term Loan"). In
the event of a prepayment of principal and payment of any resulting fees, any
prepaid amounts shall be applied to the scheduled principal payments in the
reverse order of their maturity. The Term Loan shall be evidenced by a
promissory note (the "Term Note") on the standard form used by Bank for
commercial loans.
1.2 Terminology.
As used herein the word "Loan" shall mean, collectively, all the
credit facilities described above.
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As used herein the word "Note" shall mean, collectively, all the
promissory notes described above.
As used herein, the words "Loan Documents" shall mean all
documents executed in connection with this Agreement.
1.3 Purpose of Loan. The proceeds of the Equipment Loan shall be
used to finance equipment used in Borrowers business.
1.4 Interest. The unpaid principal balance of the Equipment Loan
shall bear interest at the rate or rates provided in the Equipment Note and
selected by Borrower. The Equipment Loan may be prepaid in full or in part only
in accordance with the terms of the Equipment Note and any such prepayment shall
be subject to the prepayment fee provided for therein.
1.5 Unused Commitment Fee. On the last calendar day of the third
month following the execution of this Agreement and on the last calendar day of
each three-month period thereafter the termination of the Loan, Borrower shall
pay to Bank a fee of .25% or 25 basis points on the daily average unused portion
of the Equipment Loan for the preceding quarter computed on the basis of actual
days elapsed of a year of 360 days.
1.6 Disbursement. Upon execution hereof, Bank shall disburse the
proceeds of the Loan as provided in Bank's standard form Authorization executed
by Borrower.
1.7 Security. Prior to any disbursement of the Loan, Borrower shall
have executed a security agreement, on Bank's standard form, and a financing
statement, suitable for filing in the office of the Secretary of State of the
State of California and any other state designated by Bank, granting to Bank a
first priority security interest in such of Borrower's property as is described
in said security agreement. Exceptions to Bank's first priority, if any, are
permitted only as otherwise provided in this Agreement. At Bank's request,
Borrower will also obtain executed landlord's and mortgagee's waivers on Bank's
form covering all of Borrower's property located on leased or encumbered real
property.
1.8 Controlling Document. In the event of any inconsistency between
the terms of this Agreement and any Note or any of the other Loan Documents, the
terms of such Note or other Loan Documents will prevail over the terms of this
Agreement.
SECTION 2. CONDITIONS PRECEDENT
Bank shall not be obligated to disburse all or any portion of the proceeds
of the Loan unless at or prior to the time for the making of such disbursement,
the following conditions have been fulfilled to Bank's satisfaction:
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2.1 Compliance. Borrower shall have performed and complied with all
terms and conditions required by this Agreement to be performed or complied with
by it prior to or at the date of the making of such disbursement and shall have
executed and delivered to Bank the Note and other documents deemed necessary by
Bank.
2.2 Guaranties. Kaiser Ventures, Inc., Xxxxxx Recycling Corporation,
Burrtec Waste Industries, Inc and West Valley Recycling & Transfer, Inc.
("Guarantors") shall have executed and delivered to Bank their respective
continuing guaranties in form and amount satisfactory to Bank. Borrower shall
cause each Guarantor to submit to Bank not later than ______ (120) days after
the end of each fiscal year each such Guarantor's financial statements in form
satisfactory to Bank.
2.3 Borrowing Resolution. Borrower shall have provided Bank with
certified copies of resolutions duly adopted by the Board of Directors of
Borrower, authorizing this Agreement and the Loan Documents. Such resolutions
shall also designate the persons who are authorized to act on Borrower's behalf
in connection with this Agreement and to do the things required of Borrower
pursuant to this Agreement.
2.4 Termination Statements. Borrower shall have provided Bank with
UCC-2 termination statements executed by such secured creditors as may be
required by Bank suitable for filing with the Secretary of State in each state
designated by Bank.
2.5 Continuing Compliance. At the time any disbursement is to be
made, there shall not exist any event, condition or act which constitutes an
event of default under Section 6 hereof or any event, condition or act which
with notice, lapse of time or both would constitute such event of default; nor
shall there be any such event, condition, or act immediately after the
disbursement were it to be made.
2.6 Eligible Invoices supporting each and every loan advance.
Eligible Invoices shall mean documentation in form and substance satisfactory to
the Bank, including, without limitation, paid invoices, payment receipts and
purchase orders, evidencing the payment by a Borrower of the purchase prince of
equipment or rolling stock and the acceptance and possession by Borrower of
such equipment or rolling stock.
SECTION 3. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
3.1 Business Activity. The principal business of Borrower is a solid
waste transfer station and materials recovery facility.
3.2 Affiliates and Subsidiaries. Borrower's affiliates and
subsidiaries (those entities in which Borrower has either a controlling interest
or at least a 25% ownership interest) and their addresses, and the names of
Borrower's principal shareholders, are as
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provided on a schedule delivered to Bank on or before the date of this
Agreement.
3.3 Authority to Borrow. The execution, delivery and performance of
this Agreement, the Note and all other agreements and instruments required by
Bank in connection with the Loan are not in contravention of any of the terms of
any indenture, agreement or undertaking to which Borrower is a party or by which
it or any of its property is bound or affected.
3.4 Financial Statements. The financial statements of Borrower,
including both a balance sheet at December 31, 1999_, together with supporting
schedules, and an income statement for the twelve (12) months ended December
31, 1999, have heretofore been furnished to Bank, and are true and complete and
fairly represent the financial condition of Borrower during the period covered
thereby. Since December 31, 1999, there has been no material adverse change in
the financial condition or operations of Borrower.
3.5 Title. Except for assets which may have been disposed of in the
ordinary course of business, Borrower has good and marketable title to all of
the property reflected in its financial statements delivered to Bank and to all
property acquired by Borrower since the date of said financial statements, free
and clear of all liens, encumbrances, security interests and adverse claims
except those specifically referred to in said financial statements.
3.6 Litigation. There is no litigation or proceeding pending or
threatened against Borrower or any of its property which is reasonably likely to
affect the financial condition, property or business of Borrower in a materially
adverse manner or result in liability in excess of Borrower's insurance
coverage.
3.7 Default. Borrower is not now in default in the payment of any of
its material obligations, and there exists no event, condition or act which
constitutes an event of default under Section 6 hereof and no condition, event
or act which with notice or lapse of time, or both, would constitute an event of
default.
3.8 Organization. Borrower is duly organized and existing under the
laws of the state of its organization, and has the power and authority to carry
on the business in which it is engaged and/or proposes to engage.
3.9 Power. Borrower has the power and authority to enter into this
Agreement and to execute and deliver the Note and all of the other Loan
Documents.
3.10 Authorization. This Agreement and all things required by this
Agreement have been duly authorized by all requisite action of Borrower.
3.11 Qualification. Borrower is duly qualified and in good standing
in any jurisdiction where such qualification is required.
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3.12 Compliance With Laws. Borrower is not in violation with respect
to any applicable laws, rules, ordinances or regulations that materially affect
the operations or financial condition of Borrower.
3.13 ERISA. Any defined benefit pension plans as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of
Borrower meet, as of the date hereof, the minimum funding standards of Section
302 of ERISA, and no Reportable Event or Prohibited Transaction as defined in
ERISA has occurred with respect to any such plan.
3.14 Regulation U. No action has been taken or is currently planned
by Borrower, or any agent acting on its behalf, which would cause this Agreement
or the Note to violate Regulation U or any other regulation of the Board of
Governors of the Federal Reserve System or to violate the Securities and
Exchange Act of 1934, in each case as in effect now or as the same may hereafter
be in effect. Borrower is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock as one of its important
activities and none of the proceeds of the Loan will be used directly or
indirectly for such purpose.
3.15 Continuing Representations. These representations shall be
considered to have been made again at and as of the date of each disbursement of
the Loan and shall be true and correct as of such date or dates.
SECTION 4. AFFIRMATIVE COVENANTS
Until the Note and all sums payable pursuant to this Agreement or any other
of the Loan Documents have been paid in full, unless Bank waives compliance in
writing, Borrower agrees that:
4.1 Use of Proceeds. Borrower will use the proceeds of the Loan only
as provided in subsection 1.3 above.
4.2 Payment of Obligations. Borrower will pay and discharge promptly
all taxes, assessments and other governmental charges and claims levied or
imposed upon it or its property, or any part thereof, provided, however, that
Borrower shall have the right in good faith to contest any such taxes,
assessments, charges or claims and, pending the outcome of such contest, to
delay or refuse payment thereof provided that adequately funded reserves are
established by it to pay and discharge any such taxes, assessments, charges and
claims.
4.3 Maintenance of Existence. Borrower will maintain and preserve
its existence and assets and all rights, franchises, licenses and other
authority necessary for the conduct of its business and will maintain and
preserve its property, equipment and facilities
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in good order, condition and repair. Bank may, at reasonable times, visit and
inspect any of the properties of Borrower.
4.4 Records. Borrower will keep and maintain full and accurate
accounts and records of its operations according to generally accepted
accounting principles and will permit Bank to have access thereto, to make
examination and photocopies thereof, and to make audits during regular business
hours. Costs for such audits shall be paid by Borrower.
4.5 Information Furnished. Borrower will furnish to Bank:
(a) Within forty five (45) days after the close of each fiscal
quarter, except for the final quarter of each fiscal year, its unaudited balance
sheet as of the close of such fiscal quarter, its unaudited income and expense
statement with supportive schedules and statement of retained earnings for that
fiscal [month/quarter], prepared in accordance with generally accepted
accounting principles;
(b) Within one hundred twenty days (120) days after the close of
each fiscal year, a copy of its statement of financial condition including at
least its balance sheet as of the close of such fiscal year, its income and
expense statement and retained earnings statement for such fiscal year, examined
and prepared on a reviewed basis by independent certified public accountants
selected by Borrower and reasonably satisfactory to Bank, in accordance with
generally accepted accounting principles applied on a basis consistent with that
of the previous year;
(c) As soon as available, copies of such financial statements
and reports as Borrower may file with any state or federal agency, including all
state and federal income tax returns;
(d) Such other financial statements and information as Bank may
reasonably request from time to time;
(e) In connection with each financial statement provided
hereunder, a statement executed by the chief financial officer or the general
partner of Borrower, certifying that no default has occurred and no event exists
which with notice or the lapse of time, or both, would result in a default
hereunder;
(f) In connection with each fiscal year-end statement required
hereunder, any management letter of Borrower's certified public accountants;
(g) Within forty five (45) days after each fiscal quarter ending
March, June and September and one hundred twenty days (120) days after each
fiscal quarter ending December, a certification of compliance with all covenants
under this Agreement, executed by Borrower's chief financial officer or other
duly authorized officer of Borrower, in form acceptable to Bank;
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(h) Prompt written notice to Bank of all events of default under
any of the terms or provisions of this Agreement or of any other agreement,
contract, document or instrument entered, or to be entered into with Bank; and
of any litigation which, if decided adversely to Borrower, would have a material
adverse effect on Borrower's financial condition; and of any other matter which
has resulted in, or is likely to result in, a material adverse change in its
financial condition or operations; [and]
(i) Prior written notice to Bank of any changes in Borrower's
officers and other senior management; Borrower's name; and location of
Borrower's assets, principal place of business or chief executive office.
4.6 Debt to Net Worth. Borrower will at all times maintain a ratio
of total liabilities to Book Net Worth of the following:
Closing through 12/30/00: 4.00:1.0
12/31/00 through 12/30/01: 3.50:1.0
12/31/01 through 12/30/02: 3.00:1.0
12/31/02 through 12/30/03: 2.75:1.0
12/31/03 through 12/30/04: 2.50:1.0
12/31/04 through 12/30/05: 2.25:1.0
12/31/05 through 12/30/06: 2.00:1.0
12/31/06 through 12/30/07: 1.75:1.0
12/31/07 and thereafter 1.50:1.0
Book Net Worth shall be defined as the excess of total assets less
total liabilities, all to be determined on a consolidated basis in accordance
with generally accepted accounting principals.
4.7 Profitability. Borrower will maintain its net profit before
provision for income taxes, at not less than Two Hundred Fifty Thousand Dollars
($250,000) for any fiscal quarter.
4.8 EBITDA to Debt Service Ratio. Borrower will maintain a ratio of
EBITDA to Debt Service of not less than 2.00:1.0. "EBITDA" shall mean earnings
before interest, depreciation, and amortization. "Debt Service" shall mean the
sum of 1) scheduled payments on long term debt coming due during the twelve (12)
months following the date of calculation; 2) interest expenses, inclusive of
letter of credit fees, for the preceding twelve (12) months, whether paid or
accrued; plus 3) non-financed capital expenditures during the twelve (12) months
preceding the date of calculation. Compliance with this subsection shall be
measured as of the end of each of the Borrower's fiscal quarters for the quarter
then ended.
4.9 Insurance. Borrower will keep all of its insurable property,
real, personal or mixed, insured by companies and in amounts approved by Bank
against fire and
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such other risks, and in such amounts, as is customarily obtained by companies
conducting similar business with respect to like properties. Borrower will
furnish to Bank statements of its insurance coverage, will promptly furnish
other or additional insurance deemed necessary by and upon request of Bank to
the extent that such insurance may be available and hereby assigns to Bank, as
security for Borrower's obligations to Bank, the proceeds of any such insurance.
Prior to any disbursement of the Loan, Bank will be named loss payee on all
policies insuring collateral and such policies shall require at least ten (10)
days' written notice to Bank before any policy may be altered or cancelled.
Borrower will maintain adequate worker's compensation insurance and adequate
insurance against liability for damage to persons or property.
4.10 Insurance. Borrower will keep all of its insurable property,
real, personal or mixed, insured by good and responsible companies against fire
and such other risks as are customarily insured against by companies conducting
similar business with respect to like properties. Borrower will maintain
adequate worker's compensation insurance and adequate insurance against
liability for damages to persons and property.
4.11 Additional Requirements. Borrower will promptly, upon demand by
Bank, take such further action and execute all such additional documents and
instruments in connection with this Agreement as Bank in its reasonable
discretion deems necessary, and promptly supply Bank with such other information
concerning its affairs as Bank may request from time to time.
4.12 Litigation and Attorneys' Fees. Borrower will pay promptly to
Bank upon demand, reasonable attorneys' fees (including but not limited to the
reasonable estimate of the allocated costs and expenses of in-house legal
counsel and legal staff) and all costs and other expenses paid or incurred by
Bank in collecting, modifying or compromising the Loan or in enforcing or
exercising its rights or remedies created by, connected with or provided for in
this Agreement or any of the Loan Documents, whether or not an arbitration,
judicial action or other proceeding is commenced. If such proceeding is
commenced, only the prevailing party shall be entitled to attorneys' fees and
court costs.
4.13 Bank Expenses. Borrower will pay or reimburse Bank for all
costs, expenses and fees incurred by Bank in preparing and documenting this
Agreement and the Loan, and all amendments and modifications thereof, including
but not limited to all filing and recording fees, costs of appraisals, insurance
and attorneys' fees, including the reasonable estimate of the allocated costs
and expenses of in-house legal counsel and legal staff.
4.14 Reports Under Pension Plans. Borrower will furnish to Bank, as
soon as possible and in any event within 15 days after Borrower knows or has
reason to know that any event or condition with respect to any defined benefit
pension plans of Borrower described in Section 3 above has occurred, a statement
of an authorized officer of Borrower describing such event or condition and the
action, if any, which Borrower proposes to take
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with respect thereto.
SECTION 5. NEGATIVE COVENANTS
Until the Note and all other sums payable pursuant to this Agreement or any
other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrower agrees that:
5.1 Encumbrances and Liens. Borrower will not create, assume or
suffer to exist any mortgage, pledge, security interest, encumbrance, or lien
(other than for taxes not delinquent and for taxes and other items being
contested in good faith) on property of any kind, whether real, personal or
mixed, now owned or hereafter acquired, or upon the income or profits thereof,
except to Bank and except for minor encumbrances and easements on real property
which do not affect its market value, and except for existing liens on
Borrower's personal property and future purchase money security interests
encumbering only the personal property purchased. All of such permitted
personal property liens shall not exceed, in the aggregate, One Million Dollars
($1,000,000) at any time.
5.2 Borrowings. Borrower will not sell, discount or otherwise
transfer any account receivable or any note, draft or other evidence of
indebtedness, except to Bank or except to a financial institution at face value
for deposit or collection purposes only and without any fee other than fees
normally charged by the financial institution for deposit or collection
services. Borrower will not borrow any money, become continently liable to
borrow money, nor enter any agreement to directly or indirectly obtain borrowed
money, except pursuant to agreements made with Bank.
5.3 Sale of Assets, Liquidation or Merger. Borrower will neither
liquidate nor dissolve nor enter into any consolidation, merger, partnership or
other combination, nor convey, nor sell, nor lease all or the greater part of
its assets or business, nor purchase or lease all or the greater part of the
assets or business of another.
5.4 Loans, Advances and Guaranties. Borrower will not, except in the
ordinary course of business as currently conducted, make any loans or advances,
become a guarantor or surety, pledge its credit or properties in any manner or
extend credit.
5.5 Investments. Borrower will not purchase the debt or equity of
another person or entity except for savings accounts and certificates of deposit
of Bank, direct U.S. Government obligations and commercial paper issued by
corporations with the top ratings of Xxxxx'x or Standard & Poor's, provided all
such permitted investments shall mature within one year of purchase.
5.6 Payment of Dividends. So long as Borrower's Cash Balance
(excluding restricted cash) exceeds $500,000 and Borrower is in compliance with
all covenants, then Borrower may make distributions or pay dividends to its
members any Cash Balances in
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excess of $500,000, provided however, that such payment does not result in a
Cash Balance of less than $500,000. For the purpose of this covenant, Cash
Balance shall be defined as cash as reflected on Borrowers balance sheet
supported by a bank statement of like date, excluding any Restricted Cash.
Restricted Cash shall be defined as such cash deposited into the Debt Service
Reserve accounts for the repayment of bonds with regards to the Reimbursement
Agreement between Borrower and Bank of even date herewith.
5.7 Retirement of Stock. Borrower will not acquire or retire any
share of its capital stock for value.
5.8 Parent and Subsidiary Property. Borrower will not transfer any
property to its parent or any affiliate of its parent, except for value received
in the normal course of business as business would be conducted with an
unrelated or unaffiliated entity. In no event shall management fees or fees for
services be paid by Borrower to any such direct or indirect affiliate without
Bank's prior written approval.
5.9 Capital Expenditures. Borrower shall not pay or incur capital
expenditures in a aggregate amount in excess of the following amounts during the
following fiscal years: (i) $1,000,000 for fiscal 1999, (ii) 10,000,000 for
fiscal 2000, and (iii) $500,000 for each fiscal year thereafter; provided
however, that the maximum capital expenditures limit for any fiscal year shall
be increased by the amount of any unutilized portion of the maximum capital
expenditures limit from the immediately preceding fiscal years (as the same may
have been increased by any amounts, if any, previously carried forward).
Borrower shall only make such expenditures as are necessary for Borrower in the
conduct of its ordinary course of business. Each said expenditure shall be
needed by Borrower in the ordinary course of its business. Expenditures as used
in this subsection shall include the current expense portion of all leases
whether or not capitalized and shall also include the current portion of any
debt used to finance capital expenditures.
SECTION 6. EVENTS OF DEFAULT
The occurrence of any of the following events ("Events of Default") shall
terminate any obligation on the part of Bank to make or continue the Loan and
automatically, unless otherwise provided under the Note, shall make all sums of
interest and principal and any other amounts owing under the Loan immediately
due and payable, without notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor, or any other notices or demands:
6.1 Borrower shall default in the due and punctual payment of the
principal of or the interest on the Note or any of the other Loan Documents; or
6.2 Any default shall occur under the Note; or
6.3 Borrower shall default in the due performance or observance of
any
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covenant or condition of the Loan Documents; or
6.4 Any guaranty or subordination agreement required hereunder is
breached or becomes ineffective, or any Guarantor or subordinating creditor
dies, disavows or attempts to revoke or terminate such guaranty or subordination
agreement; or
6.5 There is a change in ownership or control of ten percent (10%) or
more of the issued and outstanding stock of Borrower or any Guarantor, or (if
Borrower is a partnership) there is a change in ownership or control of any
general partner's interest.
SECTION 7. MISCELLANEOUS PROVISIONS
7.1 Additional Remedies. The rights, powers and remedies given to
Bank hereunder shall be cumulative and not alternative and shall be in addition
to all rights, powers and remedies given to Bank by law against Borrower or any
other person, including but not limited to Bank's rights of setoff or banker's
lien.
7.2 Nonwaiver. Any forbearance or failure or delay by Bank in
exercising any right, power or remedy hereunder shall not be deemed a waiver
thereof and any single or partial exercise of any right, power or remedy shall
not preclude the further exercise thereof. No waiver shall be effective unless
it is in writing and signed by an officer of Bank.
7.3 Inurement. The benefits of this Agreement shall inure to the
successors and assigns of Bank and the permitted successors and assignees of
Borrower, and any assignment by Borrower without Bank's consent shall be null
and void.
7.4 Applicable Law. This Agreement and all other agreements and
instruments required by Bank in connection therewith shall be governed by and
construed according to the laws of the State of California.
7.5 Severability. Should any one or more provisions of this
Agreement be determined to be illegal or unenforceable, all other provisions
nevertheless shall be effective. In the event of any conflict between the
provisions of this Agreement and the provisions of any note or reimbursement
agreement evidencing any indebtedness hereunder, the provisions of such note or
reimbursement agreement shall prevail.
7.6 Integration Clause. Except for documents and instruments
specifically referenced herein, this Agreement constitutes the entire agreement
between Bank and Borrower regarding the Loan and all prior communications verbal
or written between Borrower and Bank shall be of no further effect or
evidentiary value.
7.7 Construction. The section and subsection headings herein are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
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7.8 Amendments. This Agreement may be amended only in writing signed
by all parties hereto.
7.9 Counterparts. Borrower and Bank may execute one or more
counterparts to this Agreement, each of which shall be deemed an original, but
when together shall be one and the same instrument.
SECTION 8. SERVICE OF NOTICES
8.1 Any notices or other communications provided for or allowed
hereunder shall be effective only when given by one of the following methods and
addressed to the respective party at its address given with the signatures at
the end of this Agreement and shall be considered to have been validly given:
(a) upon delivery, if delivered personally; (b) upon receipt, if mailed, first
class postage prepaid, with the United States Postal Service; (c) on the next
business day, if sent by overnight courier service of recognized standing; and
(d) upon telephoned confirmation of receipt, if telecopied.
8.2 The addresses to which notices or demands are to be given may be
changed from time to time by notice delivered as provided above.
THIS AGREEMENT is executed on behalf of the parties by duly authorized
officers as of the date first above written.
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Regional Vice President
By: /s/
---------------------------------
Name:
Title:
[Signatures Continue on Next Page]
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WEST VALLEY MRF, LLC,
a California limited liability company
By: Xxxxxx Recycling Corporation,
a Delaware corporation,
member
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
WEST VALLEY RECYCLING & TRANSFER, INC.,
a California corporation,
member
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
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