Item 1.01 Entry into a Material Definitive Agreement. OnJuly 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. , andWaste-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") withBanc 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, includingBank of America, N.A ., as Administrative Agent, under Casella's existing Credit Agreement dated as ofMay 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 --------------------------------------------------------------------------------
Exhibit No. Exhibit Description
10.1 Master Lease Agreement dated as ofJuly 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
amongBanc of America Leasing & Capital, LLC , Casella
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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