Item 1.01 Entry into a Material Definitive Agreement.
On July 20, 2020, Casella Waste Systems, Inc. ("Casella"), and certain of its
subsidiaries, including, Casella Waste Management of N.Y., Inc., Casella Waste
Management, Inc., All Cycle Waste, Inc., Casella Waste Management of
Massachusetts, Inc., Pine Tree Waste, Inc., and Waste-Stream, Inc. (each a
"Subsidiary," and collectively, the "Subsidiaries," and together with Casella,
the "Co-Lessees"), entered into a Master Equipment Lease Agreement and Addendum
to Master Lease Agreement (collectively, the "Master Lease") with Banc of
America Leasing & Capital, LLC ("BoA") for the purpose of leasing or financing
motor vehicles and other equipment from BoA from time to time on terms to be
agreed. The Master Lease does not contain any limit on the amount of equipment
that can be leased under the Master Lease, and any leases of equipment and the
amount of such leases must be agreed from time by a Co-Lessee and BoA and
evidenced by the execution and delivery of Lease Schedules (TRAC) and related
documents with respect to the lease of the equipment to be identified therein.
Casella's board of directors approved the Co-Lessees' entry from time to time
into one or more Leases Schedules under the Master Lease in an aggregate amount
of $50 million at any time outstanding.
The obligations of each Co-Lessee under the Master Lease are guaranteed by each
other Co-Lessee and are secured by the grant of a first priority security
interest in the Co-Lessee's interests in any equipment leased under the Master
Lease and any rights or property related thereto. The Master Lease and related
documentation require, in connection with the execution of Lease Schedules, that
Casella provide customary lien subordinations or releases by senior creditors,
including Bank of America, N.A., as Administrative Agent, under Casella's
existing Credit Agreement dated as of May 14, 2018.
The documents relating to the Master Lease contain customary indemnification and
termination provisions. In addition, the Master Lease contains customary events
of default, including payment defaults, breaches of covenants and/or certain
representations and warranties, cross defaults, bankruptcy or insolvency
proceedings and other events of default customary for this type of transaction.
The Master Lease also contains remedies for such events of default, including
termination of the Master Lease, the discontinuation of the use of any leased
equipment, the acceleration of the rental payments under the Master Lease and
other remedies customary for this type of transaction.
The foregoing description is qualified in its entirety by reference to the
Master Equipment Lease Agreement and Addendum to Master Lease Agreement, which
are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Master Lease set forth under Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Item 9.01  Financial Statements and Exhibits.
(d) Exhibits.

                                       2
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Exhibit No. Exhibit Description



     10.1             Master Lease Agreement dated as of July 20, 2020 by 

and between Banc of America


                      Leasing & Capital, LLC and Casella Waste Systems, 

Inc.



     10.2             Addendum to Master Lease Agreement No. 36629-90000 

dated as of July 20, 2020 by and


                      among Banc of America Leasing & Capital, LLC, Casella 

Waste Systems, Inc. and


                      certain of its subsidiaries.

    101.SCH           Inline XBRL Taxonomy Extension Schema Document.**

    101.CAL           Inline XBRL Taxonomy Calculation Linkbase Document.**

    101.LAB           Inline XBRL Taxonomy Label Linkbase Document.**

    101.PRE           Inline XBRL Taxonomy Presentation Linkbase Document.**

    101.DEF           Inline XBRL Taxonomy Extension Definition Linkbase Document.**

      104             Cover Page Interactive Data File (formatted as inline

XBRL with applicable taxonomy


                      extension information contained in Exhibits 101).

      **              Submitted Electronically Herewith.

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