SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF PENOBSCOT ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIPKti Inc • October 15th, 1997 • Cogeneration services & small power producers
BY AND AMONG KTI, INC. ANDStock Purchase Agreement • June 25th, 1998 • Kti Inc • Cogeneration services & small power producers • Virginia
1 SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 29, 1998, AMONG KTI, INC., A NEW JERSEY CORPORATION, FINOVA CAPITAL CORPORATION, A DELAWARE CORPORATION AND OAKHURST COMPANY, INC., A DELAWARE CORPORATIONPledge Agreement • January 15th, 1999 • Kti Inc • Cogeneration services & small power producers • New York
1 EXHIBIT 10.38 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 3rd, 1997 • Kti Inc • Cogeneration services & small power producers • New York
1 Exhibit 4.3 LOAN AGREEMENT by and between FINANCE AUTHORITY OF MAINELoan Agreement • July 8th, 1998 • Kti Inc • Cogeneration services & small power producers
ASSIGNMENT AND ASSUMPTION AGREEMENT The Prudential Insurance Company of America ("Prudential") and PERC Management Company Limited Partnership, a Maine limited partnership ("PERC Management") are entering into this Assignment and Assumption Agreement...Assignment and Assumption Agreement • October 15th, 1997 • Kti Inc • Cogeneration services & small power producers • New York
OFLimited Liability Company Agreement • July 24th, 2003 • Kti Inc • Cogeneration services & small power producers • Delaware
AMENDMENT TO OPERATING AGREEMENT OF ROCHESTER ENVIRONMENTAL PARK, LLCOperating Agreement • July 24th, 2003 • Kti Inc • Cogeneration services & small power producers • Massachusetts
1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 31st, 1998 • Kti Inc • Cogeneration services & small power producers • New Jersey
5- 6 4.3. Mandatory Prepayments. Any Termination Prepayments (as such term is defined in the Escrow Agreement) made to the holders of Notes shall be applied as follows: (a) first, to payment of fees and expenses of the holders as provided in Section...Note Purchase Agreement • November 1st, 1996 • Kti Inc • Cogeneration services & small power producers • New York
SECTION 401(k) PROFIT SHARING PLAN (NONSTANDARDIZED)Kti Inc • April 3rd, 1997 • Cogeneration services & small power producers
1 EXHIBIT 10.39 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT made as of this 29th day of October, 1996, between KTI, INC., with its principal office and place of business at 7000 Boulevard East, Guttenberg, New Jersey 07093 (the "Pledgor"), and KEY BANK OF...Pledge Agreement • April 3rd, 1997 • Kti Inc • Cogeneration services & small power producers • New York
KTI, INC. Issuer 8 3/4 % CONVERTIBLE SUBORDINATED NOTES DUE 2004 INDENTUREKti Inc • January 24th, 2000 • Cogeneration services & small power producers • New York
KTI, INC. A NEW JERSEY CORPORATIONKti Inc • April 3rd, 1997 • Cogeneration services & small power producers
1 2 1. Borrowers. The introductory paragraph to the Agreement is hereby amended to include the New Borrowers as Borrowers under the Agreement.Loan and Security Agreement • August 18th, 1997 • Kti Inc • Cogeneration services & small power producers
by and among KTI SPECIALTY WASTE SERVICES, INC. ("Buyer") and TOTAL WASTE MANAGEMENT CORPORATION, WILLIAM KAYLOR and DONALD A. LITTLEFIELD Dated as of January 27, 1998 2 TABLE OF CONTENTS OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 1998 • Kti Inc • Cogeneration services & small power producers • New York
INDENTUREKti Inc • May 12th, 1998 • Cogeneration services & small power producers • New York
EXHIBIT 4.1 REVOLVING CREDIT AGREEMENT dated July 10, 1998Revolving Credit Agreement • July 15th, 1998 • Kti Inc • Cogeneration services & small power producers • New York
OFLimited Liability Company Agreement • July 24th, 2003 • Kti Inc • Cogeneration services & small power producers • Delaware
KTI, INC.Kti Inc • August 27th, 1997 • Cogeneration services & small power producers • New York
1 INTERCREDITOR AGREEMENTIntercreditor Agreement • January 15th, 1999 • Kti Inc • Cogeneration services & small power producers • Arizona
EXHIBIT 4.5 FORM OF JUNIOR SUBORDINATED INDENTURE CASELLA WASTE SYSTEMS, INC.,Kti Inc • December 8th, 2004 • Cogeneration services & small power producers • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of August 28, 1998 (the "Agreement"), is made by and between KTI, INC., a New Jersey corporation (the "Company"), and BRIAN J. NOONAN, a resident of Charlotte, North Carolina (the "Employee")....Employment Agreement • September 10th, 1999 • Kti Inc • Cogeneration services & small power producers • New Jersey
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 5th, 1998 • Kti Inc • Cogeneration services & small power producers • Delaware
AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT AND RELEASE OF ASSIGNMENT THIS AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT (this "Amendment"), dated as of the __ day of September, 1997, relates to that certain Reimbursement Agreement dated as of May 28,...Reimbursement Agreement • October 15th, 1997 • Kti Inc • Cogeneration services & small power producers • New York
Page 1 2 The price at which the shares of Common Stock may purchased upon exercise of this Warrant is Eight and 50/100 Dollars ($8.50) per share (the "Exercise Price"). The Exercise Price of this Warrant is subject to adjustment pursuant to Section 8...Kti Inc • April 3rd, 1997 • Cogeneration services & small power producers
KTI, INC. A NEW JERSEY CORPORATIONKti Inc • April 3rd, 1997 • Cogeneration services & small power producers
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of August 28, 1998 (the "Agreement"), is made by and between KTI, INC., a New Jersey corporation (the "Company"), and BRIAN J. NOONAN, a resident of Charlotte, North Carolina (the "Employee")....Employment Agreement • September 14th, 1998 • Kti Inc • Cogeneration services & small power producers • New Jersey
Exhibit 10.5 JOINDER AGREEMENT (CREDIT AGREEMENT AND LOAN DOCUMENTS) Dated as of November 25, 2003 Fleet National Bank, as Administrative Agent and the Lenders referred to below 100 Federal Street Boston, Massachusetts 02110 Ladies and Gentlemen:...Joinder Agreement • February 20th, 2004 • Kti Inc • Cogeneration services & small power producers • Massachusetts
Exhibit 4.3 Casella Waste Systems, Inc. 9.75% Senior Subordinated Notes due 2013 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed on the signature pages hereof EXCHANGE AND REGISTRATION...Kti Inc • February 20th, 2004 • Cogeneration services & small power producers • New York
Amendment No. 1 to Stock Option AgreementStock Option Agreement • May 17th, 1999 • Kti Inc • Cogeneration services & small power producers
2 - 3 ARTICLE II -- SALE OF SUBORDINATED NOTESPurchase and Sale Agreement • January 6th, 1999 • Kti Inc • Cogeneration services & small power producers • New York
KTI, INC. A NEW JERSEY CORPORATIONKti Inc • April 3rd, 1997 • Cogeneration services & small power producers
KTI, INC. A NEW JERSEY CORPORATIONKti Inc • April 3rd, 1997 • Cogeneration services & small power producers
AMENDMENT NO. 2 TO POWER PURCHASE AGREEMENTPower Purchase Agreement • July 8th, 1998 • Kti Inc • Cogeneration services & small power producers
