Exhibit 4.2
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XXXXXXX WASTE SYSTEMS, INC.,
as Issuer,
THE GUARANTORS PARTY HERETO,
as Guarantors,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of February 2, 2004
to
INDENTURE
Dated as of January 24, 2003
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9.75% Senior Subordinated Notes due 2013
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FIRST SUPPLEMENTAL INDENTURE, dated as of February 2, 2004 (the
"Supplemental Indenture"), between XXXXXXX WASTE SYSTEMS, INC., a Delaware
corporation ("Casella"), each of the guarantors party hereto (the "Guarantors")
and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized
under the laws of the United States of America (the "Trustee").
W I T N E S S E T H :
WHEREAS, Casella, the Guarantors and the Trustee executed and
delivered an Indenture, dated as of January 24, 2003, (the "Indenture"),
providing for the issuance of an unlimited principal amount of 9.75% Senior
Subordinated Notes due 2013 (the "Notes"); all capitalized terms used herein and
not defined are used herein as defined in the Indenture;
WHEREAS, Casella has acquired (7) new wholly-owned direct and indirect
subsidiaries, XXXXXXXX LANDFILL, INC., a Massachusetts corporation, C.V.
LANDFILL, INC., a Vermont Corporation, CWM ALL WASTE LLC, a New Hampshire
limited liability company, GROUNDCO LLC, a New York limited liability company,
NEWSME LANDFILL OPERATIONS LLC, a Maine limited liability company, XXXXXXXXX
LANDFILL LLC, a Massachusetts limited liability company, and WOOD RECYCLING,
INC., a Massachusetts corporation (collectively, the "New Subsidiaries");
WHEREAS, Xxxxxxx'x wholly-owned subsidiary, ROCKINGHAM SAND & GRAVEL,
LLC, a Vermont limited liability company (together with the New Subsidiaries,
the "Additional Subsidiaries") has acquired assets in excess of $1,000;
WHEREAS, in connection herewith, each of the Additional Subsidiaries
have executed and delivered a notation of Subsidiary Guarantee pursuant to
Section 4.16 of the Indenture;
WHEREAS, Section 9.01 of the Indenture contemplates the execution of
supplemental indentures without the consent of the Holders of the Notes for the
purposes stated herein;
WHEREAS, Casella and the Guarantors desire and have requested the
Trustee to join in the execution and delivery of this Supplemental Indenture as
permitted by Section 9.01 of the Indenture to amend a definition;
WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly authorized by the parties hereto, and all other acts necessary to make
this Supplemental Indenture a valid and binding supplement to, and amendment of,
the Indenture have been done;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein, Casella, each Guarantor and the Trustee agree that the Indenture is
supplemented and amended, solely to the extent and for the purposes expressed
herein, as follows:
Section 1. AMENDMENT TO THE INDENTURE.
Section 1.01 of the Indenture (Definitions) is hereby amended by
replacing the definition of "Exchange and Registration Rights Agreement" with
the following:
"'EXCHANGE AND REGISTRATION RIGHTS AGREEMENT' means (i) the Exchange
and Registration Rights Agreement dated as of January 21, 2003 among
Casella, the Guarantors and the Initial Purchasers and (ii) any other
exchange and registration rights agreement entered into in connection with
an issuance of Notes in a private offering after the Issue Date."
Section 2. ADDITIONAL SUBSIDIARY GUARANTEES.
Subject to the provisions of Article Eleven of the Indenture, which
provisions are incorporated herein by reference, each of the Additional
Subsidiaries hereby, jointly and severally, unconditionally and irrevocably
guarantees, on a senior subordinated basis to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Indenture or
this First Supplemental Indenture, the Notes or the obligations of Casella or
any other Guarantors to the Holders or the Trustee hereunder or thereunder: (x)
the due and punctual payment of the principal of, premium, if any, and interest
on the Notes when and as the same shall become due and payable, whether at
maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the
due and punctual payment of interest on the overdue principal and (to the extent
permitted by law) interest, if any, on the Notes and (z) the due and punctual
payment and performance of all other obligations of Casella and all other
obligations of the other Guarantors (including under the Subsidiary Guarantees),
in each case, to the Holders or the Trustee hereunder or thereunder (including
amounts due to the Trustee under Section 7.07 of the Indenture), all in
accordance with the terms of Article Eleven of the Indenture.
Section 3. RATIFICATION.
Except as hereby expressly amended, the Indenture is in all respects
ratified and confirmed and all the terms, provisions and conditions thereof
shall be and remain in full force and effect.
Section 4. GOVERNING LAW.
This Supplemental Indenture and the Indenture as supplemented and
amended hereby and the Notes and the Subsidiary Guarantees will be governed by
and construed in accordance with the laws of the State of New York as applied to
contracts made and performed within the State of New York, without regard to
principles of conflicts of law.
Section 5. DUPLICATE ORIGINALS.
All parties may sign any number of copies of this Supplemental
Indenture. Each signed copy or counterpart shall be an original, but all of them
together shall represent the same agreement.
Section 6. TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever or in
respect of the validity or sufficiency of this Supplemental Indenture or for or
in respect of the recitals contained herein, all of which recitals are made
solely by Casella and the Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed all as of the date first written above.
XXXXXXX WASTE SYSTEMS, INC.
as Issuer
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
Guarantors:
ALL CYCLE WASTE, INC.
ALTERNATE ENERGY, INC.
ATLANTIC COAST FIBERS, INC.
B. AND C. SANITATION CORPORATION
XXXXXXXX DEVELOPMENT GROUP, INC.
BRISTOL WASTE MANAGEMENT, INC.
C.V. LANDFILL, INC.
CASELLA TRANSPORTATION, INC.
XXXXXXX WASTE MANAGEMENT OF MASSACHUSETTS, INC.
XXXXXXX WASTE MANAGEMENT OF N.Y., INC.
XXXXXXX WASTE MANAGEMENT OF PENNSYLVANIA, INC.
XXXXXXX WASTE MANAGEMENT, INC.
DATA DESTRUCTION SERVICES, INC.
FAIRFIELD COUNTY RECYCLING, INC.
FCR CAMDEN, INC.
FCR FLORIDA, INC.
FCR GREENSBORO, INC.
FCR GREENVILLE, INC.
FCR XXXXXX, INC.
FCR REDEMPTION, INC.
FCR TENNESSEE, INC.
FCR, INC.
FOREST ACQUISITIONS, INC.
GRASSLANDS INC.
XXXXX C & D DISPOSAL, INC.
XXXXXXXX LANDFILL, INC.
XXXXX 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/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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.
X.X. XXXXXXX 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.
XXXXXXX LANDFILL, INC.
SUNDERLAND WASTE MANAGEMENT, INC.
U.S. FIBER, INC.
WASTE-STREAM INC.
WESTFIELD DISPOSAL SERVICE, INC.
XXXXXXX BROTHERS, INC.
WOOD RECYCLING, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
CASELLA NH INVESTORS CO., LLC
By: KTI, Inc., its sole member
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
CASELLA NH POWER CO., LLC
By: KTI, Inc., its sole member
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
CASELLA RTG INVESTORS CO., LLC
By: Xxxxxxx Waste Systems, Inc., its sole member
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
CWM ALL WASTE LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Agent
GROUNDCO LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
THE XXXXXX FACILITY ASSOCIATES
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Agent
NEWSME LANDFILL OPERATIONS LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Agent
ROCKINGHAM SAND & GRAVEL, LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Agent
XXXXXXXXX LANDFILL LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Agent
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP
By: KTI Environmental Group, Inc., general partner
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
By: PERC, Inc., general partner
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
ROCHESTER ENVIRONMENTAL PARK, LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Agent
