EXHIBIT 3.14
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
OMNI WASTE OF OSCEOLA COUNTY LLC
an Ohio Limited Liability Company
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS................................................................. 2
Section 1.1 Certain Definitions............................................... 2
ARTICLE II NAME, OFFICE AND FORMATION OF THE COMPANY................................... 3
Section 2.1 Name.............................................................. 3
Section 2.2 Registered Office and Agent....................................... 3
Section 2.3 Principal Place of Business....................................... 3
Section 2.4 Purpose and Powers................................................ 3
Section 2.5 Term.............................................................. 3
Section 2.6 Articles of Organization.......................................... 3
ARTICLE III MEMBERS..................................................................... 4
Section 3.1 Membership........................................................ 4
Section 3.2 Limitation on Liability of Members................................ 4
Section 3.3 No Right to Withdraw.............................................. 4
ARTICLE IV MANAGEMENT.................................................................. 4
Section 4.1 Board of Directors................................................ 4
Section 4.2 Officers.......................................................... 4
Section 4.3 Limitation of Liability of Managers............................... 4
ARTICLE V INDEMNIFICATION............................................................. 5
Section 5.1 Indemnification of Agents......................................... 5
Section 5.2 Agents' Insurance................................................. 7
Section 5.3 Amendment......................................................... 7
ARTICLE VI ADMINISTRATIVE MATTERS...................................................... 8
Section 6.1 Books of Account.................................................. 8
Section 6.2 Reports........................................................... 8
Section 6.3 Tax Matters Handled By the Sole Member............................ 8
Section 6.4 Fiscal Year....................................................... 8
ARTICLE VII TRANSFER OF MEMBERSHIP INTEREST BY SOLE MEMBER.............................. 8
Section 7.1 Transfer of Membership Interest................................... 8
ARTICLE VIII DISSOLUTION................................................................. 8
Section 8.1 Events of Dissolution............................................. 8
Section 8.2 Winding Up........................................................ 9
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TABLE OF CONTENTS
(CONTINUED)
PAGE
ARTICLE IX MISCELLANEOUS............................................................. 9
Section 9.1 Amendment....................................................... 9
Section 9.2 Waiver.......................................................... 9
Section 9.3 Notices......................................................... 9
Section 9.4 Binding Agreement............................................... 9
Section 9.5 Governing Law................................................... 9
Section 9.6 Severability.................................................... 10
Section 9.7 Counterparts.................................................... 10
Section 9.8 Entire Agreement................................................ 10
Section 9.9 Headings........................................................ 10
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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
OMNI WASTE OF OSCEOLA COUNTY LLC
an Ohio limited liability company
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
"AGREEMENT") is made effective as of the 6th day of May, 2003, by the Person
listed in Schedule A hereto (the "SOLE MEMBER"), as amended from time to time,
under the following circumstances:
A. Omni Waste, LLC, an Ohio limited liability company ("OMNI"), caused
a limited liability company to be organized pursuant to Chapter 1705 of the Ohio
Revised Code under the name "Oak Hammock Disposal Company LLC" (the "COMPANY").
The Company was organized to continue the development of a proposed solid waste
landfill in Osceola County, Florida (the "DEVELOPMENT SITE") that was begun by
Omni. Omni conveyed to the Company all of Omni's right, title and interest in
and to certain specified assets relating to, and the Company assumed from Omni
certain specified liabilities and obligations of Omni with respect to, the
Development Site.
B. Omni distributed all of its membership interest in the Company to
its members.
C. Pursuant to that certain Amendment to Articles of Organization and
Operating Agreement, dated as of March 31, 2001, the Company changed its name to
Omni Waste of Osceola County LLC.
D. Pursuant to the terms of that certain Purchase Agreement, dated as
of January 15, 2003, as amended to date, Xxxxxx X. Xxxxxxxxx, Xx. ("XX.
XXXXXXXXX") sold, assigned and transferred to the Sole Member, a Delaware
corporation and wholly-owned subsidiary of Capital Environmental Resource Inc.,
an Ontario (Canada) corporation ("PARENT"), and the Sole Member purchased from
Xx. Xxxxxxxxx, Membership Interests in the Company representing 23.5 Points and
a Sharing Ratio of 23.5%.
E. Pursuant to the terms of that certain Purchase Agreement, dated as
of January 15, 2003, as amended to date, all of the members of the Company other
than Xx. Xxxxxxxxx (the "OTHER MEMBERS") sold, assigned and transferred to the
Sole Member, and the Sole Member purchased from the Other Members, Membership
Interests in the Company representing 76.5 Points and a Sharing Ratio of 76.5%.
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NOW, THEREFORE, the undersigned Sole Member of the Company hereby agrees, as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Certain Definitions. As used in this Agreement:
"Act" shall mean the Ohio Revised Code, Chapter 1705 and any successor
statute, as amended from time to time.
"Affiliate" of the Company shall mean any Person who directly or
indirectly controls, is controlled by, or is under direct or indirect common
control with the Company.
"Articles of Organization" shall mean the Articles of Organization of the
Company filed with the Secretary of State of Ohio on January 21, 1999.
"Code" means the Internal Revenue Code of 1986, as amended.
"Covered Person" shall mean and include any of the following Persons: (i)
the Sole Member, (ii) any former, current or future Manager, and (iii) any
former, current or future officer of the Company.
"Event of Dissolution" shall have the meaning set forth in Section 8.1.
"Losses" shall mean all liabilities, judgments, obligations, losses,
damages, taxes and interest and penalties thereon (other than (i) income taxes
due on income allocated to Membership Interests; and (ii) taxes based on fees,
compensation or commissions received by a Covered Person in connection with the
administration of the Company or the Company's property), claims, actions, suits
or other proceedings (whether civil or criminal, pending or threatened, before
any court or administrative or legislative body, and as the same are accrued, in
which a Covered Person may be or may have been involved as a party or otherwise
or with which he may be or may have been threatened, while in office or
thereafter), costs, expenses and disbursements (including, without limitation,
legal and accounting fees and expenses) of any kind and nature whatsoever
incurred in connection with the foregoing.
"Manager" shall have the meaning set forth in Section 4.1.
"Membership Interest" shall have the meaning set forth in Section 7.1.
"Person" shall mean any natural person, company, government, political
subdivision, agency, instrumentality of a government, corporation, association,
partnership, limited liability company, firm, joint venture, trust or other
entity recognized at law. When two or more Persons act as a partnership, limited
partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of securities of an issuer, such syndicate or group shall be deemed a
"Person" for purposes of this definition.
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"Regulations" shall mean the Treasury Regulations promulgated under the
Code, as from time to time in effect.
"Transfer" shall mean: (a) any sale, assignment or transfer of any
Membership Interest, or any economic or voting rights associated with any
Membership Interest; (b) any sale, assignment or transfer of an economic
interest and/or a voting interest in an entity that, directly or indirectly,
holds any Membership Interest; (c) any sale, assignment or transfer of any
securities convertible into or exchangeable for any Membership Interest; (d) any
other direct or indirect, voluntary or involuntary, sale, assignment or transfer
of a Membership Interest or any interest therein.
ARTICLE II
NAME, OFFICE AND FORMATION OF THE COMPANY
SECTION 2.1 Name. The name of the Company shall be OMNI WASTE OF OSCEOLA COUNTY
LLC.
SECTION 2.2 Registered Office and Agent. The registered office and agent of the
Company are as identified in the written appointment of agent filed in the
office of the Secretary of State of Ohio. The Board of Directors from time to
time may change the registered office and agent through appropriate filings with
the Secretary of State of the State of Ohio. If the registered agent ceases to
act as such for any reason or if the address of the registered agent changes,
the Board of Directors promptly shall appoint a replacement registered agent or
file a notice of change of address, as the case may be.
SECTION 2.3 Principal Place of Business. The Company's principal place of
business, and the place where its books and records shall be kept, shall be
[1580 XXXXXXX XXXX., XXXXXXXXX, XXXXXXX 00000] or such other place as may from
time to time be determined by the Sole Member. The records of the Company will
be available for inspection and copying by the Sole Member at such office to the
extent required under the Act during regular business hours.
SECTION 2.4 Purpose and Powers. The purpose of the Company is to engage in any
and all activities permissible under the Act. The Company shall have and
exercise all of the powers available to a limited liability company under the
provisions of the Act and which are necessary, convenient or advisable in order
to conduct its business.
Section 2.5 Term. The term of the Company shall commence as of the date the
Articles of Organization were duly filed with the office of the Secretary of
State of the State of Ohio in accordance with the Act, and shall continue until
the Company is dissolved in accordance with this Agreement and pursuant to the
Act.
SECTION 2.6 Articles of Organization. The Sole Member acknowledges that the
Articles of Organization were previously filed with the Secretary of State of
Ohio, and agrees to, from time to time, take such actions (including publication
or periodic filings of any certificate) as may be necessary for the formation or
continuation of the Company as a limited liability company under the provisions
of the Act and the terms of this Agreement.
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ARTICLE III
MEMBERS
SECTION 3.1 Membership. There shall be one member of the Company (a "MEMBER").
The Sole Member is named on Schedule A to this Agreement and shall own 100% of
the Membership Interests in the Company.
SECTION 3.2 Limitation on Liability of Members. Except as otherwise provided in
the Act, the debts, obligations and liabilities of the Company, whether arising
in contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and the Sole Member shall not be obligated
personally for any such debt, obligation or liability of the Company solely by
reason of being a member of the Company. The Sole Member shall not be liable to
the Company for acting in good faith reliance upon the provisions of this
Agreement. The Sole Member shall have no responsibility to or in respect of the
liabilities or obligations of the Company or return distributions made by the
Company except as required by this Agreement, the Act or other applicable law.
SECTION 3.3 No Right to Withdraw. The Sole Member shall have no right to receive
any distribution except as provided in Article VIII upon the dissolution and
liquidation of the Company. The Sole Member shall have no right to have the fair
value of its interest in the Company appraised and paid out upon its resignation
or withdrawal or any other circumstances.
ARTICLE IV
MANAGEMENT
SECTION 4.1 Board of Directors. Except as hereafter determined by the Sole
Member, the overall management and control of the business and affairs of the
Company shall be vested in the Board of Directors which shall be comprised of
the Managers of the Company. Except as hereafter determined by the Sole Member,
Xxxxx Xxxxxxxxxx-Xxxxx and Xxxxxx X. Xxxxxx III shall act as the managers of the
Company (each, a "MANAGER").
SECTION 4.2 Officers. The Company shall have such officers as may be appointed,
from time to time, by the Board of Directors. Except as hereafter determined by
the Board of Directors, each of the individuals designated below shall serve in
the office set forth opposite his or her name, each to serve until a successor
is duly chosen and qualified:
Xxxxxxx Xxxxxxx President
Xxxxxx X. Xxxxxx III Secretary
Xxxxx Xxxxx Treasurer
Xxxxxx Xxxxxx Assistant Treasurer
SECTION 4.3 Limitation of Liability of Managers. The Managers shall not be
obligated personally for any debt, obligation or liability of the Company or of
the Sole Member, whether arising in contract, tort or otherwise, solely by
reason of being or acting as a Manager of the
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Company. No Manager shall be personally liable to the Company or to the Sole
Member for breach of any fiduciary or other duty that does not involve: (i) a
breach of his duty of loyalty to the Company; (ii) a failure to act in good
faith and in the reasonable belief that his action was in the best interests of
the Company or an act involving fraud, intentional misconduct or a knowing
violation of law; or (iii) a transaction from which the Manager derived an
improper personal benefit.
ARTICLE V
INDEMNIFICATION
SECTION 5.1 Indemnification of Agents.
(a) Subject to the provisions of this Article V and the Act, the Company
shall defend and indemnify each Covered Person from and against any and all
Losses asserted against, imposed on or incurred by such Covered Person at any
time as a result of such Covered Person's capacity or former capacity as a
Member, Manager or officer of the Company or service at the request of the
Company as a member, manager, partner, director, officer or employee of another
Person (all such Persons being referred to in this Article V as an "AGENT"),
including, without limitation, in connection with the actions or inactions of
such Person hereunder, to the fullest extent permitted by applicable law in
effect on the date hereof and to such greater extent as applicable law may
hereafter from time to time permit; provided, however, that no such
indemnification shall be provided for any Agent regarding any matter as to which
it shall be finally determined that such Agent: (i) breached his duty of loyalty
to the Company; (ii) did not act in good faith and in the reasonable belief that
his action was in the best interests of the Company or was involved in fraud,
intentional misconduct or a knowing violation of law; or (iii) derived any
improper personal benefit.
(b) Promptly after receipt by an Agent of notice of any Losses to which
the indemnification obligations set forth in Section 5.1(a) would apply, the
Agent shall give notice thereof in writing to the Company, but the omission to
so notify the Company promptly will not relieve the Company from any liability
except to the extent that the Company shall have been prejudiced as a result of
the failure or delay in giving such notice. Such notice shall state in
reasonable detail the information then available regarding the amount and nature
of such Losses.
(c) If within twenty (20) days after receiving such notice the Company
gives written notice to the Agent stating that it intends to defend against such
Losses at its own cost and expense, then counsel for the defense shall be
selected by the Company (subject to the consent of the Agent, which consent
shall not be unreasonably withheld), and the Agent shall not be required to make
any payment with respect to such Losses as long as the Company is conducting a
good faith and diligent defense at its own expense; provided, however, that the
assumption of defense of any such matters by the Company shall relate solely to
the Losses that are subject or potentially subject to indemnification. The
Company shall have the right, with the consent of the Agent, which consent shall
not be unreasonably withheld, to settle all indemnifiable matters related to
claims by third parties which are susceptible to being settled, so long as its
obligation to indemnify the Agent therefor will be fully satisfied. The Company
shall keep the Agent
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apprised of the status of the Losses, shall furnish the Agent with all documents
and information that the Agent shall reasonably request and shall consult with
the Agent prior to acting on major matters, including settlement discussions.
Notwithstanding anything herein stated to the contrary, the Agent shall at all
times have the right to participate fully in such defense at his own expense,
directly or through counsel; provided, however, if the named parties to any
action or proceeding include both the Company and the Agent and representation
of both parties by the same counsel would be inappropriate under applicable
standards of professional conduct, the expense of separate counsel for the Agent
shall be paid by the Company. If no such notice of intent to dispute and defend
is given by the Company, or if such diligent good faith defense is not being or
ceases to be conducted, the Agent shall, at the expense of the Company,
undertake the defense of (with counsel selected by the Agent), and shall have
the right to compromise or settle (exercising reasonable business judgment),
such Losses with the consent of the Company, which consent shall not be
unreasonably withheld. If such Losses are such that by their nature they cannot
be defended solely by the Company, then the Agent shall make available all
information and assistance that the Company may reasonably request and shall
cooperate with the Company in such defense.
(d) The Company shall be obliged to pay indemnification applied for by any
Agent within forty-five (45) days after the application, unless there is an
adverse determination in accordance with Section 5.1(a).
(e) Notwithstanding any contrary provisions of this Article V, if any
Agent has been wholly successful on the merits in the defense of any action,
suit or proceeding in which he was involved by reason of his position with the
Company or as a result of serving in such capacity (including termination of
investigative or other proceedings without a finding of fault on the part of
such Agent), such Agent shall be indemnified by the Company against all Losses
incurred by such Agent in connection therewith.
(f) Except as limited by law, Losses incurred by an Agent in defending any
action, suit or proceeding, including a proceeding by or in the right of the
Company, shall be paid by the Company to such Agent in advance of final
disposition of the proceeding upon receipt of his written undertaking to repay
such amount if such Agent is ultimately determined to be ineligible for
indemnification pursuant to this Article V, which undertaking shall be an
unlimited general obligation but need not be secured and may be accepted without
regard to the financial ability of such Agent to make repayment; provided,
however, that no such advance payment of Losses shall be made to an Agent (i)
who commences any action, suit or proceeding as a plaintiff unless such advance
is specifically approved by the Sole Member, or (ii) who is a party to an
action, suit or proceeding brought by the Company and approved by the Sole
Member which alleges willful misappropriation of Company assets by such Agent,
disclosure of confidential information in violation of such Agent's fiduciary or
contractual obligations to the Company, or any other willful and deliberate
breach in bad faith of such Agent's duty to the Company, any of its Affiliates
or the Sole Member.
(g) The Company's obligation to provide indemnification under this Article
V shall be offset to the extent the indemnified party is indemnified by any
other source including, but not limited to, any applicable insurance coverage
under a policy maintained by the Company, the indemnified party or any other
Person.
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(h) The provisions of this Article V shall be deemed to be a contract
between the Company and each Agent of the Company who serves in such capacity at
any time while this Article V is in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.
(i) The indemnification and advancement of expenses provided for in this
Article V shall (i) not be deemed exclusive of any other rights to which those
indemnified Persons may be entitled by law or under any agreement or otherwise,
both as to action in their official capacities and as to action in another
capacity while holding such office; (ii) continue as to a Person who served as
an Agent while this Article V was in effect and thereafter ceases to be an
Agent; (iii) inure to the benefit of the heirs, executors and administrators of
such a Person; and (iv) survive termination of this Agreement.
(j) The Company shall be authorized, with the prior approval of the Board
of Directors, to enter into indemnity agreements from time to time with any
Person entitled to be indemnified by the Company hereunder, upon such terms and
conditions as the Board of Directors deem appropriate in their business
judgment.
(k) If the Company sponsors or undertakes any responsibility as a
fiduciary with respect to an employee benefit plan, then for purposes of this
Article V (i) "Agent" shall be deemed to include the officer or employee of the
Company who serves at its request in any capacity with respect to said plan,
(ii) the officer or employee shall not be deemed to have failed to act in good
faith or in the reasonable belief that his action was in the best interests of
the Company if such officer or employee acted in good faith and in the
reasonable belief that his action was in the best interests of the participants
or beneficiaries of such plan, and (iii) "Losses" shall be deemed to include any
taxes or penalties imposed upon such Agent with respect to said plan under
applicable law.
SECTION 5.2 Agents' Insurance. The Company shall have the power, but not the
obligation, to purchase and maintain insurance on behalf of any Person who is or
was an Agent of the Company against any liability asserted against such Person
and incurred by such Person in any such capacity, or arising out of such
Person's status as an Agent, whether or not the Company would have the power to
indemnify such Person against such liability under the provisions of Section 5.1
or under applicable law.
SECTION 5.3 Amendment. The provisions of this Article V may be amended or
repealed in accordance with Section 9.1; provided, however, no amendment or
repeal of such provisions that adversely affects the rights of the Agents under
this Article with respect to acts or omissions at any time prior to such
amendment or repeal shall apply to any Agent without his prior consent.
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ARTICLE VI
ADMINISTRATIVE MATTERS
SECTION 6.1 Books of Account. At all times, the Company shall maintain or cause
to be maintained true and proper books, records, reports and accounts in
accordance with U.S. generally accepted accounting principles, consistently
applied, in which shall be entered fully and accurately reflect all transactions
of the Company. The Company shall keep vouchers, statements, receipted bills and
invoices and all other records in connection with the Company's business.
SECTION 6.2 Reports. The Company shall provide the Sole Member with such reports
as may be reasonably requested and required to keep it advised of the Company's
current and projected operations and financial condition.
SECTION 6.3 Tax Matters Handled By the Sole Member. The Sole Member shall have
exclusive authority to negotiate with, to conclude agreements with, or to refuse
to agree with federal, state, local and foreign taxing authorities as to the
taxable income of the Company for any taxable period. The Sole Member may also
make such elections, including, without limitation, an election under Section
754 of the Code, as the Sole Member may determine.
SECTION 6.4 Fiscal Year. The fiscal year of the Company shall end on the last
day of [DECEMBER 31] in each year.
ARTICLE VII
TRANSFER OF MEMBERSHIP INTEREST BY SOLE MEMBER
SECTION 7.1 Transfer of Membership Interest. The Sole Member may Transfer any
part or all of its rights and interest in the Company ("MEMBERSHIP INTERESTS")
now owned or hereafter acquired to any Person, and the transferee of such
Membership Interest shall become a Member of the Company.
ARTICLE VIII
DISSOLUTION
SECTION 8.1 Events of Dissolution. Notwithstanding any provision of the Act to
the contrary, the Company shall only be dissolved within sixty (60) days after
the occurrence of any of the following events, unless within said sixty (60) day
period the Sole Member agrees in writing to continue the Company (each an "EVENT
OF DISSOLUTION"):
(a) when the Company is declared bankrupt;
(b) the sale or other disposition of all or substantially all of the
assets of the Company; or
(c) the entry of a decree of judicial dissolution of the Company.
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SECTION 8.2 Winding Up. Upon the happening of an Event of Dissolution, the
Company shall not conduct business or engage in any activity not necessary or
appropriate to winding-up its business and liquidating its assets, and shall
proceed promptly to wind up its affairs in an orderly manner, to liquidate its
assets, to satisfy the claims of its creditors and the Sole Member, and to
distribute its remaining assets to the Sole Member. The Sole Member shall be
responsible for supervising the winding-up and liquidation of the Company and
shall dispose of the assets of the Company as promptly as is consistent with
obtaining its fair market value. The proceeds of the disposition of the assets
of the Company shall be applied in the following order of priority:
(a) First, to the payment, in order of priority, of all Company debts to
creditors, including, to the extent the Sole Member is a creditor, the Sole
Member; and
(b) Any balance to the Sole Member.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 Amendment. This Agreement may be amended by the Sole Member.
SECTION 9.2 Waiver. Any waiver of any of the terms hereof shall be effective
only for the instance for which it is given and shall not constitute a waiver of
a subsequent occurrence or of any other provision hereof.
SECTION 9.3 Notices. Except as otherwise set forth herein, all notices,
requests, demands and other communications made with respect to this Agreement
or any other agreements executed in connection herewith shall be in writing, and
personally delivered, sent by registered or certified mail (postage prepaid), by
telecopier or by prepaid carrier service, and shall be deemed to be effective on
the day that such writing is delivered or, if given by registered or certified
mail, five (5) days after being deposited in the mails, in accordance with this
Section 9.3. All such notices shall be addressed as follows:
if to the Company: Omni Waste of Osceola County LLC
c/o Capital Environmental Resources Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx XX, Xxxxxx X0X 0X0
Attn: General Counsel
Facsimile: (000) 000-0000
if to the Sole Member, at the address of such member set forth in Schedule A
hereto or to such other address as may be specified in a notice given to the
other parties hereto in accordance with this Section 9.3.
SECTION 9.4 Binding Agreement. This Agreement shall be binding upon the
executors, administrators, estates, heirs and legal successors of the parties
hereto.
SECTION 9.5 Governing Law. This Agreement and all questions arising hereunder
shall be resolved in accordance with the laws of The State of Ohio, except for
any choice of law
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provisions of Ohio law that would result in the application of the substantive
laws of another jurisdiction.
SECTION 9.6 Severability. If one or more provisions of this Agreement is held or
found to be invalid, illegal or unenforceable in any respect, the provision(s)
shall be given effect to the extent permitted by law, and the invalidity,
illegality or unenforceability thereof shall not affect the validity or
enforceability of the remaining provisions of this Agreement.
SECTION 9.7 Counterparts. This Agreement may be executed in several
counterparts, and all counterparts so executed shall constitute one agreement,
binding on all the parties hereto, notwithstanding that all the parties hereto
are not signatory to the original or the same counterpart.
SECTION 9.8 Entire Agreement. This Agreement is intended by the Sole Member to
constitute an amended and restated "limited liability company agreement" of the
Company within the meaning of the Act. This Agreement contains the entire
understanding of the Sole Member with respect to the subject matter hereof.
SECTION 9.9 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
COMPANY:
OMNI WASTE OF OSCEOLA COUNTY LLC
By /s/
-----------------------------------------
Name:
Title: Manager
SOLE MEMBER:
WASTE SERVICES, INC.
By /s/
-----------------------------------------
Name:
Title: Manager
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SCHEDULE A
SOLE MEMBER ADDRESS
Waste Services, Inc. c/o Capital Environmental Resources Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx XX, Xxxxxx X0X 0X0
Attn: General Counsel
Facsimile: (000) 000-0000
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