Finance Authority of Maine

This Preliminary Limited Offering Memorandum and the information contained herein are subject to change, completion or amendment without notice. The offered bonds may neither be sold nor may offers to buy the offered bonds be accepted prior to the time the Limited Offering Memorandum is delivered in final form. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute either an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the offered bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. The Series 2015R-2 Bonds will be offered, subject to prior sale subjectto offered, 2015R-2Bondswillbe The Series date. to this subsequent anytime at correct herein is any create not shall Memorandum Offeri Limited this to additions hereof should be aware that certain information contained in this Limited Offering Memorandum may no longer be accurate and should refer to the revisions, supplements and Memorandum to obtain information referenc quick for information certain contains 144A page cover RULE This IN DEFINED AS BUYERS” INSTITUTIONAL “QUALIFIED CERTAIN TO SECURITIESAMENDED. SEE THE OF ACT 1933, UNDER AS PROMULGATED ONLY OFFERED BEING ARE BONDS 2015R-2 SERIES THE GUARANTY. SERIES 2015R-2BONDS,THE SOLELY OUT OF THE REVENUES AND OTHER RECEIPTS, FUNDS OR MONEYS THE PAYMENT OF THE BONDS. THE BONDS WILL BE PAYABLE (EXCEPT TO POLITICAL SUBDIVISIONS OR ANY MUNICIPALITY TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATEVER OR MAKE ANY APPROPRIATION FOR NOTHING HEREIN OR IN THE INDENTURE SHALL DIRECTLY, INDIRECTLY O PAYABLE SOLELY FROM PRIN THE FUNDS THE AND REVENUES MUNICIPALITY; PLEDGED FOR ANY THEIR OR PA SUBDIVISIONS POLITICAL ITS MAINE, THE BONDS DO NOT CONSTITUTE ANY DEBT OR LIABILITY OF, OR A OF PLEDGE THE FAITH AND CREDIT OF, THE OR AUTHORITY OF THE STATE OF ofsuchpar the Bondswillberesponsibility each applicable payment date. Disbursement of such payments to is the exclusive registered owne that amount. Beneficial owners of the Bonds will not receive physical delivery of the bond certificates securities depositoryexcept for asthe Bonds describedas described h herein. Benef ______, 2018. availa be will form definitive in Bonds 2015R-2 Series the that by in-house counsel to the Company and the Guarantors; and for upon for the Company and for the Guarantors by Wilmer Cutler Pi 2015R-2 Bonds by Hinckley, Allen & Snyder LLP, Boston, Massachusetts, Bond Counsel to the Authority, and to certain other cond York New Company, Trust Depository The for nominee and owner registered as Co., & Cede of name the in registered are Bonds The described herein respectwith to extraordinary optional and man Pr Purchase.” for Tender Mandatory – BONDS 2015R-2 SERIES “THE and November, commencing November 1, 2018. The Series 2015R-2 preference undertheCodeforpurposes ofthefederalcorporate corporate alternative minimumtaxfortaxable years beginning after 31,2017 December and, accordingly, interest ontheBonds h (theand JobsActwas enactedintolaw.“2017 TaxAct”), Section12001commonly referredtoastheTaxCuts ofthe2017TaxAct amendstheCodebyrepealingfederal Original Opinion or renderingany opinionon thecurrenttaxstatus oftheBonds, although Bond Counselobserves thatonDecember22, 2017, H.R.(Public 1 Law115-97), (a)Indentureissuance oftheSeries2015R-2 Bonds (b) isauthorizedbythe and Bonds. Bond not Counselisnotreissuingthe will adverselythe affect tax-exemptstatusofthe 2015R-2 Bonds in a Term InterestRate Pe Bonds isexemptfrompersonalincome taxesimposedbytheState ofMaine andanypolitical subdivision thereof. Inconnection with thedrawdown of $15.0millionofSeries purposes ofcomputing thefederalalternative minimumtaxonindividuals and corporations. The Original Opinion also stated th solely from, and secured solelyb andsecured solely from, the extent payable out of Bond proceeds or any income from the referred to as the “Bonds.” The Series 2015R-2 Bonds will trad Dated: ______, 2018 Rate Period”), which will commence on the Series 2015R-2 Term I The interest rate on the Series 2015R-2 Bonds will be a fixed rate of interest (the “Term Interest Rate”) as stated above S respecttothe for interest with ium,prem and ifany, purchaseof, price and principal of payment the supporting facility or liquidity enhancement credit third-party planned or initial no is There the Project (defined herein), nor revenuesany thereof, nor any “Guarantors”) of Casella Waste S principal and purchase price of, premium, if any, and interest on, the Series 2015R-2 Bonds will Bonds during other Interest Rate Periods that are set forth in the Indenture are not applicable until Bonds includes duringonly the terms of the Seriesadjustment2015R-2 the in to such other and, withrespectto theSeries2015R-2 Bondsduring the initial The Bonds were authorized to be issued as drawdown bonds pursua the facilities financed with the proceeds Bondsora “related person.”Inaddition,theOriginalOpinion of the stated thatin with respect to interest on any Bond periodduringwho, for withinthemeaningofSecti any whichsuchBonda person isheldby (the thatno Code of1986,asamended “Code”),except Internal Revenue tax purposesunder Section103ofthe for federalincome and administrati decisions court regulations, statutes, existing On August27,2015, inconnectionwith theoriginal drawdown of aNot NewIssue Book– OnlyEntry drawn down onApril 2, 2018(the “Series 2015R-2 TermInterest drawn down on August 27, 2015 (the “Initial Bonds”) and the rem Maine (the “Authority”) and U.S. Bank National Association, as P eries Bonds 2015R-2 in the initia RELIMINARY RELIMINARY r of the Bonds, payments of principal and purchase price of, premium, if any, and interest on ng Memorandum, if any, or any n any or any, if Memorandum, ng y, pledge of a payments derived by the Authority under a Financing Agreement dated as of August 1, 2015 (the “Agreement”)with ystems, ystems, Inc. (the “Company”) p essential to the making of an informed investment decision. Holders and prospective purchaser implication that there has been no change in the affairs of the Company since the date hereof date the since Company the of affairs the in change no been has there that implication riod, Hinckley, Allen &riod, Hinckley,LLP,(“Bond AllenSnyder totheAuthority bondcounsel Counsel”), will deliver its opinion to the effect that the ticipants. See L IMITED Mandatory Tender Date: August 1,2025 Date: Mandatory Tender FINANCE AUTHORITY OF MAINE OFMAINE AUTHORITY FINANCE (Casella WasteSystems,Inc.Project) Solid WasteDisposalRevenueBonds icial ownership of the Bonds may be acquired in denominations of $100,000 or any integral multiple of $5,000 above ve rulings and assuming complian “BOOK-ENTRY ONLY SYSTEM.” SYSTEM.” ONLY “BOOK-ENTRY property of the Company or its subsidiary guarantors. e under a different CUSIP than the Initial Bonds. The Bonds ar Term InterestRatePerioddescribed below, the Guaranty (defin investment thereof, the principal and purchase price of premium , when,, as andif issued bythe the Purchaser by Norton Rose Fulbright US LLP, New York, New Yo ble for delivery through the facilities of DTC against payment against DTC of facilities the through delivery for ble datory redemption. See “THE SERIES 2015R-2BONDS–Redemption. datory redemption. SERIES “THE See DTC’s participants will be the responsibility of DTC, and disbursement of such payments to beneficial owners of Term Rate:____%perannum the hereinafter definedBonds, LockeLordLLPrenderedanopini Casella WasteSystems,Inc. itial Term Interest Rate Period (as applicable defined below) Period Interest Rate itial Term Trustee Trustee (the “Trustee”). A porti e only. It is not a summary of the Series 2015R-2 Bonds. Investors must read the entire Limited Offering Limited entire the read must Investors Bonds. 2015R-2 Series the of summary a not is It only. e l Term Interest Rate Period described below. below. described Period Rate Interest l Term alternativeth minimumtaxfor ursuant to a Guaranty Agreement, dated as of August 1, 2015 (the “Guaranty”). The Bonds are not secured by ckering Hale and Dorr LLP, Boston, Massachusetts and New York, O nterest Rate Commencement Date and end on July 31, 2025. Inte aining proceeds of the Bonds in Rate Commencement Date”). The Initial Bonds and the Series 201 Series the and Bonds Initial The Date”). Commencement Rate nt to an Indenture, dated as of August 1, 2015 (the “Indenture” ew offering materials for current information after such date. date. such after information current for materials offering ew FFERING Bonds are subject to mandatory tender on August 1, 2025 (the “M BofA MerrillLynch ior to the Mandatory Tender Date, the Series 2015R-2 Bonds will be subject to redemption only as as only redemption to subject be will Bonds 2015R-2Series the Date, Tender Mandatory the to ior Series 2015R-2 $15,000,000 Price: 100% M EMORANDUM EMORANDUM THE EXTENT PAID OUT OF BOND PROCEEDS AND INVESTMENT INCOME) R CONTINGENTLY OBLIGATE THE AUTHORITY, THE STATE OF MAINE, ITS AVAILABLE AVAILABLE PURSUANT TO THE AGREEMENT AND, WITH RESPECT TO THE CIPAL OF AND INTEREST AND PREMIUM, IF ANY, ON THE BONDS ARE ARE BONDS THE ON ANY, IF PREMIUM, AND INTEREST AND OF CIPAL YMENT YMENT IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREIN. “NOTICE INVESTORS” TO HEREIN. ce with certain tax covenants, interest on the Bonds is excluded from gross income Authority, subject toAuthority, theappro subject be guaranteed by certain subsidiaries (each, a “Guarantor” and collectively, the

eir taxableyearsbeginningafter on of the proceeds of the Bonds in the principal amo the principal amount of $15.0 m D ATED M the initial Term Interest Rate Period (the “Term Interest Interest Rate Periods. The full and prompt payment of erein. For so long as Cede & Co., as nominee of DTC, terest onthefor Bonds isan“itemoftaxpreference” ARCH the Bonds will be made by the Trustee, to DTC on e limited obligations of the Authority and, except to ed below). The following description of the Bonds val of certain legal matters relating to the Series Series the to mattersrelating legal certain of val to such Bonds. on 147(a) a“substantialuser”of oftheCode,is at, based on then-existing statutes, interest on the , if any, and interest on the Bonds will be payable therefor in New York, New York on or about or on York New York, New in therefor eld by corporate taxpayers corporateiseld by not an item of tax December 31,2017. on (theOpinion”)on “Original that under then- opinion was expressed as to such exclusion exclusion opinion wasexpressedastosuch s of the Series 2015R-2 Bonds after the date illion illion (the “Series 2015R-2 Bonds”) will be ), by and between the Finance Authority of rest will be paid on the first day of each May rk, Counsel for the Purchaser. It is expected itions. Certain legal matters will be passed New York, Counsel for the Company and, andatory Tender Date”) as described under 14, The delivery of this Limited Offering Offering Limited this of delivery The 5R-2 Bonds are hereinafter collectively , New York (“DTC”), which acts as acts which (“DTC”), York New ,

” or that theinformation contained 2018 The terms of the Series 2015R-2

unt of $15.0 million was Due: August1, 2035

No person has been authorized by the Finance Authority of Maine (the “Authority”), Casella Waste Systems, Inc. (the “Company”), the hereinafter defined Guarantors or Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the purchaser (the “Purchaser”) to give any information or make any representations other than those contained in this Limited Offering Memorandum in connection with the offering of the Bonds and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. Neither the delivery of this Limited Offering Memorandum nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Authority or the Company since the date hereof. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any state in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice.

The information set forth herein relating to the business and affairs of the Company and the Guarantors has been supplied by the Company and the Guarantors. Such information is not to be construed as a representation by the Authority or the Purchaser.

The Purchaser has provided the following sentence for inclusion in this Limited Offering Memorandum. The Purchaser has reviewed the information in the Limited Offering Memorandum in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Purchaser does not guarantee the accuracy or completeness of such information.

The Authority makes no representation as to the accuracy or completeness of any information in this Limited Offering Memorandum and takes no responsibility for its contents, other than the information relating to the Authority under the headings “THE AUTHORITY” and “LITIGATION–The Authority.”

In connection with this offering, the Purchaser may overallot or effect transactions which stabilize or maintain the market price of the Bonds at levels above those which might otherwise prevail in the open market. Such stabilization, if commenced, may be discontinued at any time.

NOTICE TO INVESTORS

The Series 2015R-2 Bonds are to be offered and sold (including in secondary market transactions) only to “Qualified Institutional Buyers” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended. Each purchaser of Series 2015R-2 Bonds, by its acceptance thereof, will be deemed to have represented and agreed as follows:

(i) It is an institutional purchaser that is a Qualified Institutional Buyer or, if it is buying for an account for which it is acting as fiduciary or agent, such account is a Qualified Institutional Buyer;

(ii) It is acquiring the Series 2015R-2 Bonds for its own account or for not more than one account for which it is acting as fiduciary or agent in a minimum amount of not less than $100,000, without a view to any sale or distribution thereof, and has acknowledged on its own behalf or on behalf of any such account for which it is purchasing the Series 2015R-2 Bonds that the authorized denomination of the Series 2015R-2 Bonds will be $100,000 or any integral multiple of $5,000 in excess thereof; and

(iii) It has been provided with access to such financial and other information as it has requested in connection with its decision to purchase any Series 2015R-2 Bonds.

THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON EXCEPTIONS CONTAINED IN THE ACT. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Preliminary Limited Offering Memorandum, as of its date, is in a form “deemed final” by the Company for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1) but is subject to revision, amendment, and completion in a final Limited Offering Memorandum which will be available within seven business days of the sale date.

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TABLE OF CONTENTS Page INTRODUCTION ...... 1 RISK FACTORS ...... 2 Risks Related to the Company’s Indebtedness ...... 3 Risks Related to the Series 2015R-2 Bonds ...... 6 Suitability of Investment ...... 6 Lack of Market for the Series 2015R-2 Bonds ...... 6 Remarketing Risk ...... 6 Mandatory Redemption of the Series 2015R-2 Bonds upon Invalidity or a Determination of Taxability ...... 7 Limited Obligation ...... 7 Bond Audits ...... 7 Mandatory Redemption Upon Sale or Proposed Sale by the Company of All or Any Portion of the Project ...... 8 Optional Redemption of the Series 2015R-2 Bonds Prior to Maturity or the Mandatory Tender Date ...... 8 No Grant of Lien on, or Pledge by Authority of, Project Assets or Authority Assets; Reliance on the Company ...... 8 No Credit Enhancement or Mortgage ...... 8 Enforceability of Remedies ...... 9 The Guaranty Could Be Voided Under Fraudulent Transfer Laws ...... 9 Subordination of Bonds to Claims of Creditors of Non-Guarantor Subsidiaries ...... 10 Purchase of Bonds Upon Change of Control ...... 10 Other Outstanding Debt of the Company; Guaranty ...... 10 THE AUTHORITY ...... 11 THE COMPANY AND THE GUARANTORS ...... 13 THE PROJECT ...... 13 THE SERIES 2015R-2 BONDS ...... 14 General ...... 14 Mandatory Tender for Purchase ...... 15 Redemption of Bonds ...... 15 Purchase in Lieu of Optional Redemption ...... 18 Repurchase Upon Change of Control ...... 18 Remarketing Agent ...... 20 BOOK-ENTRY ONLY SYSTEM ...... 20 SOURCES OF PAYMENT AND SECURITY FOR THE BONDS ...... 23 Payments by the Company under the Agreement ...... 23 The Guaranty ...... 23 PURCHASE OF THE SERIES 2015R-2 BONDS ...... 24 LITIGATION ...... 25 The Company ...... 25 The Authority ...... 25 RATINGS ...... 25 TAX MATTERS ...... 25 STATE OF MAINE NOT LIABLE ON BONDS ...... 27 NOTICE TO INVESTORS ...... 28

CONTINUING DISCLOSURE ...... 28 SEC Settlement ...... 29 THE UNDERTAKING ...... 29 Annual Financial Information Disclosure ...... 29 Significant Events Notification; Significant Events Disclosure ...... 30 Consequences of Failure of the Company to Provide Information ...... 30 Amendment; Waiver ...... 31 Termination of Undertaking and Suspension of Obligations ...... 31 Additional Information...... 31 Dissemination Agent ...... 32 LEGAL MATTERS ...... 32 FINANCIAL ADVISOR ...... 32 CERTAIN RELATIONSHIPS ...... 32 MISCELLANEOUS ...... 32

APPENDIX A – CASELLA WASTE SYSTEMS, INC...... A-1 APPENDIX B – SELECTED DEFINITIONS AND SUMMARY OF LEGAL DOCUMENTS ...... B-1 APPENDIX C-1 – FORM OF ORIGINAL OPINION OF BOND COUNSEL FOR THE BONDS ... C-1-1 APPENDIX C-2 – FORM OF APPROVING OPINION OF BOND COUNSEL ...... C-2-1

LIMITED OFFERING MEMORANDUM

$15,000,000 FINANCE AUTHORITY OF MAINE SOLID WASTE DISPOSAL REVENUE BONDS (CASELLA WASTE SYSTEMS, INC. PROJECT) SERIES 2015R-2 ______

INTRODUCTION

This Limited Offering Memorandum, including the cover page, appendices and documents incorporated herein and therein by reference (collectively, the “Limited Offering Memorandum”), is provided to furnish certain information in connection with the offering of $15.0 million aggregate principal amount of Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2015R-2 (the “Series 2015R-2 Bonds”) of the Finance Authority of Maine (the “Authority”) during the initial Term Interest Rate Period for the Series 2015R-2 Bonds commencing on April 2, 2018 (the “Series 2015R-2 Term Interest Rate Commencement Date”), and ending on July 31, 2025. The Series 2015R-2 Bonds are subject to mandatory tender on August 1, 2025 (the “Mandatory Tender Date”).

The Authority authorized the issuance of $30.0 million aggregate principal amount of its Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2015 (the “Bonds”). The Bonds were authorized to be issued as drawdown bonds pursuant to an Indenture, dated as of August 1, 2015 (as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture, the “Indenture”), by and between the Authority and U.S. Bank National Association, as Trustee (the “Trustee”). A portion of the proceeds of the Bonds in the principal amount of $15.0 million was drawn down on August 27, 2015 (the “Initial Bonds”). The remaining proceeds of the Bonds, which are the Series 2015R-2 Bonds, will be drawn down on the Series 2015R-2 Term Interest Rate Commencement Date. The Initial Bonds and the Series 2015R-2 Bonds are hereinafter collectively referred to as the “Bonds.”

The Bonds are secured by an assignment and pledge of the rights of the Authority under the Financing Agreement, dated as of August 1, 2015 (the “Agreement”) (except certain rights of the Authority to reimbursement for certain expenses and to indemnity), including the right to receive loan repayments thereunder from the Company, which repayments are required to be sufficient, together with other funds available for such purpose, to pay the principal and purchase price of, premium, if any, and interest on the Bonds. In addition, payments required to purchase Bonds tendered by the Holders thereof (the “Purchase Price Payments”) as described herein under “THE SERIES 2015R-2 BONDS – Mandatory Tender for Purchase” are required to be made by the Company pursuant to the Agreement.

In addition, the full and prompt payment of principal and purchase price of, premium, if any, and interest on, the Bonds, including the Series 2015R-2 Bonds during the initial Term Interest Rate Period, will be guaranteed by certain subsidiaries of the Company (each, a “Guarantor” and collectively, the “Guarantors”) in favor of the Trustee pursuant to a Guaranty Agreement, dated as of August 1, 2015 (the “Guaranty”).

Neither the Project (as defined herein) nor the revenues therefrom are mortgaged, pledged or otherwise encumbered as security for the Bonds.

This Limited Offering Memorandum relates only to the offering of the Series 2015R-2 Bonds during the initial Term Interest Rate Period for the Series 2015R-2 Bonds.

The Series 2015R-2 Bonds are subject to mandatory tender and purchase on the Mandatory Tender Date. This Limited Offering Memorandum does not describe any of the terms of the Series 2015R-2 Bonds during any period after the Mandatory Tender Date and should not be relied upon by any purchaser in connection with any remarketing of the Series 2015R-2 Bonds on or after the Mandatory Tender Date.

THE BONDS DO NOT CONSTITUTE ANY DEBT OR LIABILITY OF, OR A PLEDGE OF THE FAITH AND CREDIT OF, THE AUTHORITY OR OF THE STATE OF MAINE, ITS POLITICAL SUBDIVISIONS OR ANY MUNICIPALITY; THE PRINCIPAL OF AND INTEREST AND PREMIUM, IF ANY, ON THE BONDS ARE PAYABLE SOLELY FROM THE FUNDS AND REVENUES PLEDGED FOR THEIR PAYMENT IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREIN. NOTHING HEREIN OR IN THE INDENTURE SHALL DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE AUTHORITY, THE STATE OF MAINE, ITS POLITICAL SUBDIVISIONS OR ANY MUNICIPALITY TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATEVER OR MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE BONDS. THE BONDS WILL BE PAYABLE (EXCEPT TO THE EXTENT PAID OUT OF BOND PROCEEDS AND INVESTMENT INCOME) SOLELY OUT OF THE REVENUES AND OTHER RECEIPTS, FUNDS OR MONEYS AVAILABLE PURSUANT TO THE AGREEMENT AND, WITH RESPECT TO THE SERIES 2015R-2 BONDS, THE GUARANTY.

See “THE SERIES 2015R-2 BONDS – Sources of Payment and Security for the Bonds.” The Bonds, including the Series 2015R-2 Bonds, are not secured by any mortgage, lien or security interest in the Project or any other property of the Company or the Guarantors.

Except as otherwise specified in this Limited Offering Memorandum capitalized terms used herein and not defined have the meanings set forth in Appendix B or, if not defined in Appendix B, in the Indenture.

Brief descriptions of the Authority, the Project and certain provisions of the Bonds, the Agreement, the Indenture and the Guaranty are included in this Limited Offering Memorandum, and a brief description of the Company and the Guarantors is attached hereto as Appendix A and made part of this Limited Offering Memorandum. Certain definitions and summaries of the Indenture, the Agreement and the Guaranty are set forth in Appendix B. The descriptions herein (including Appendix B) of the Bonds, the Agreement, the Indenture and the Guaranty are qualified in their entirety by reference to such documents. All such descriptions are further qualified in their entirety by reference to laws relating to or affecting generally the enforcement of creditors’ rights and principles of equity. Copies of such documents may be obtained from the Trustee or, during the offering period of the Series 2015R-2 Bonds, at the principal office of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Purchaser”), 555 California Street, Suite 1160, San Francisco, California 94104, Attention: Corporate Tax Exempt Finance, and thereafter from the Trustee. The information provided under the caption “THE PROJECT” and in Appendix A hereto has been furnished by the Company.

RISK FACTORS

Prospective investors should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing prospective purchasers of the Series 2015R-2 Bonds and the following risk factors should be read in connection with the risks related to the Company and its subsidiaries described in the documents identified in Appendix A to this Limited Offering Memorandum under “DOCUMENTS INCORPORATED BY REFERENCE,” including without limitation the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Risks Related to the Company’s Indebtedness

The Company has substantial debt and has the ability to incur additional debt. This debt may be pari passu with or senior in right of lien priority to the Series 2015R-2 Bonds. The principal and interest payment obligations of such debt may restrict the Company’s future operations and impair its ability to meet its obligations under the Series 2015R-2 Bonds. Additionally, certain of the Company’s debt obligations will, unless remarketed on the applicable mandatory tender dates with respect to the Company’s Tax-Exempt Bonds (defined herein) and refinanced at maturity, become due and payable before the maturity of the Series 2015R-2 Bonds.

The Company currently has outstanding indebtedness under that certain Credit Agreement dated as of October 17, 2016, among the Company, the subsidiaries of the Company identified therein (the “Subsidiaries”) and Bank of America, N.A., as agent, and the lenders from time to time party thereto, as amended, restated or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (including increasing the amount of other indebtedness outstanding or available to be borrowed thereunder) the indebtedness under such agreement, and any successor or replacement agreement (the “Senior Credit Facility”), with respect to which the Company and the Subsidiaries are jointly and severally liable and the obligations thereunder are secured by substantially all of the personal property and assets, with a right to be secured by the real property, of the Company and the Subsidiaries. The Senior Credit Facility is comprised of a term loan B facility in the original principal amount of $350 million (the “Term Loan B Facility”) and a revolving credit facility in the principal amount of up to $160 million (the “Revolving Credit Facility”). The Term Loan B Facility matures on October 17, 2023 and the Revolving Credit Facility is available until its maturity date of October 17, 2021, in each case subject to extension as provided in the Senior Credit Facility.

The Company also has outstanding approximately $107.0 million of industrial revenue bonds (excluding the $15.0 million principal amount of Series 2015R-2 Bonds) comprised of (a) $15.0 million principal amount of the Initial Bonds, (b) $25.0 million principal amount of Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2005 (the “2005 FAME Bonds”) of the Authority, (c) $16.0 million principal amount of Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2013 (the “VEDA Bonds”) of the Vermont Economic Development Authority (“VEDA”) pursuant to that certain Financing Agreement dated as of March 1, 2013, in effect from time to time, by and between the Company and VEDA issued in connection with an Indenture dated as of March 1, 2013, as amended and in effect from time to time, by and between VEDA and U.S. Bank National Association, as Trustee, (d) $11.0 million principal amount of Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2013 (the “New Hampshire Bonds”) of the Business Finance Authority of the State of New Hampshire (“NHBFA”) pursuant to that certain Financing Agreement dated as of March 1, 2013, in effect from time to time, by and between the Company and NHBFA issued in connection with an Indenture dated as of March 1, 2013, as amended and in effect from time to time, by and between NHBFA and U.S. Bank National Association, as Trustee, and (e) $40.0 million aggregate principal amount of Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2014 (the “NYSEFC Bonds”) of the New York State Environmental Facilities Corporation (“NYSEFC”), pursuant to that certain Financing Agreement dated as of December 1, 2014, as amended and in effect from time to time, by and between the Company and NYSEFC issued in connection with an Indenture, dated as of December 1, 2014, as amended and in effect from time to time, by and between NYSEFC and U.S. Bank National Association, as Trustee. The Bonds (including the Series 2015R-2 Bonds), the 2005 FAME Bonds, the VEDA Bonds, the New Hampshire Bonds and the NYSEFC Bonds are herein collectively referred to as the “Tax-Exempt Bonds.”

As of December 31, 2017, assuming the 2015R-2 Bonds had been issued on that date and the proceeds of the 2015R-2 Bonds, net of estimated transaction costs, had been applied to the repayment of amounts outstanding under the Senior Credit Facility, the Company and the Guarantors would have had

approximately $502.2 million of aggregate outstanding indebtedness (excluding approximately $22.5 million of outstanding undrawn letters of credit issued under the Senior Credit Facility, an additional $111.9 million of unused commitments under the Senior Credit Facility and approximately $3.7 million of restricted cash held under the indenture governing the Series 2015R-2 Bonds or additional capital costs of certain capital projects in the State of Maine) under the following debt arrangements: $25.5 million under the revolving credit line available under the Senior Credit Facility, $346.5 million of term loans under the Senior Credit Facility and $122.0 million principal amount of Tax-Exempt Bonds As of December 31, 2017, the Company also had $8.2 million of additional indebtedness outstanding, including capital leases and seller financing notes. In addition, the terms of the Company’s existing indebtedness permit the Company to incur additional debt, which could be pari passu with or senior in right of lien priority to the Series 2015R-2 Bonds and which could become payable prior to the maturity of the Series 2015R-2 Bonds.

The Company’s debt may have important consequences to potential investors. For instance, it:

• makes it more difficult for the Company to satisfy its financial obligations, including those relating to the Series 2015R-2 Bonds described in this Limited Offering Memorandum; • requires the Company to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under the Company’s debt, which reduces funds available for other business purposes, including capital expenditures and acquisitions; • may place the Company at a competitive disadvantage compared with some of its competitors that may have less debt and better access to capital resources; and • limits the Company’s ability to obtain additional financing required to fund working capital and capital expenditures and for other general corporate purposes.

The Company’s ability to satisfy its obligations and to reduce its total debt depends on its future operating performance and on economic, financial, competitive and other factors, many of which are beyond the Company’s control. The Company’s business may not generate sufficient cash flow, and future financings may not be available to provide sufficient net proceeds, to meet these obligations or to successfully execute the Company’s business strategy.

To service the Company’s indebtedness, the Company will require a significant amount of cash. However, the Company’s ability to generate cash depends on many factors beyond its control.

The Company’s ability to make payments on, and to refinance, its indebtedness, including the Series 2015R-2 Bonds, and to fund planned capital expenditures, will depend on its ability to generate cash in the future which, in turn, is subject to general economic, financial, competitive, regulatory and other factors, many of which are beyond its control.

The Company’s business may not generate sufficient cash flow from operations and the Company may not have available to it future borrowings in an amount sufficient to enable it to pay its indebtedness, including the Series 2015R-2 Bonds, or to fund its other liquidity needs. In these circumstances, the Company may need to refinance all or a portion of its indebtedness, including the Series 2015R-2 Bonds, on or before maturity. The Company may not be able to refinance any of its indebtedness on commercially reasonable terms, or at all. Without such refinancing, the Company could be forced to sell assets or secure additional financing to make up for any shortfall in its payment obligations under unfavorable circumstances. However, the Company may not be able to secure additional financing on terms favorable to it or at all and, in addition, the terms of its debt agreements limit its ability to sell assets and also restrict the use of proceeds from such a sale. Moreover, substantially all of the Company’s assets have been pledged to secure repayment of its indebtedness under the Senior Credit Facility. In addition, the Company may not be able to sell assets quickly

enough or for amounts sufficient to enable it to meet its obligations, including its obligations under the Series 2015R-2 Bonds.

The Senior Credit Facility requires the Company to meet a number of financial ratios and covenants.

The Senior Credit Facility contains certain affirmative and negative covenants which, among other things and subject, in certain cases, to certain basket amounts and other exceptions, limit the existence of additional indebtedness, the existence of liens or pledges, certain investments, acquisitions and sales or other transfers of assets, the payment of dividends and distributions and repurchases of equity, prepayments of certain junior indebtedness, and certain other transactions. The Company’s ability to comply with these covenants may be affected by events beyond its control, including prevailing economic, financial and industry conditions. These covenants could have an adverse effect on the Company’s business by limiting its ability to take advantage of financing, merger and acquisition or other corporate opportunities. Additionally, the Senior Credit Facility requires, solely for the benefit of the lenders under the Revolving Credit Facility, that the Company meet financial tests, including, without limitation:

• minimum consolidated EBITDA to consolidated cash interest charges ratio; and

• maximum consolidated funded debt (net of up to an agreed amount of cash and cash equivalents) to consolidated EBITDA ratio.

An event of default (or an acceleration of the obligations after an event of default) under any of the Company’s debt agreements could permit some of its lenders, including the lenders under the Senior Credit Facility and the holders of the Tax-Exempt Bonds, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the Senior Credit Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations. If the Company were unable to repay debt to its lenders, or were otherwise in default under any provision governing its outstanding debt obligations, the Company’s secured lenders could proceed against the Company and the Guarantors and against the collateral securing that debt. In addition, acceleration of the Company’s other indebtedness may cause the Company to be unable to make interest payments on the Series 2015R-2 Bonds and repay the principal amount of or repurchase the Tax- Exempt Bonds, including the Series 2015R-2 Bonds or may cause the Guarantors to be unable to make payments under the Guaranteed Obligations.

The Company’s ability to make acquisitions may be adversely impacted by its outstanding indebtedness.

The Company’s ability to make future business acquisitions, particularly those that would be financed solely or in part through cash from operations, will be curtailed due to the Company’s obligations to make payments of principal and interest on its outstanding indebtedness. The Company may not have sufficient capital resources, now or in the future, and may be unable to raise sufficient additional capital resources on terms satisfactory to it, if at all, in order to meet the Company’s capital requirements for such acquisitions. In addition, the terms of the Company’s indebtedness include covenants that directly restrict, or have the effect of restricting, the Company’s ability to make certain acquisitions while this indebtedness remains outstanding. If the Company is unable to pursue acquisitions that would enhance its business or operations, the potential growth of its business and revenues may be adversely affected.

Risks Related to the Series 2015R-2 Bonds

Effect of Senior Credit Facility on Payment of the Series 2015R-2 Bonds In The Event of A Default under the Senior Credit Facility The Company’s obligations under the Senior Credit Facility are secured by substantially all of the personal property and assets of the Company, with a right to be secured by the real property of the Company and its Subsidiaries. If the Company were unable to repay debt to its lenders, or were otherwise in default under any provisions governing its outstanding debt obligations, the Company’s secured lenders could proceed against the Company, its subsidiaries and against the collateral securing the debt. In the event that the Company’s secured lenders proceeded against such collateral there is no assurance that the Company would have sufficient funds available to make payments under the Agreement in an amount sufficient to repay the principal amount of the Series 2015R-2 Bonds.

Suitability of Investment

An investment in the Series 2015R-2 Bonds involves a high degree of risk and should be considered only by investors who have adequate experience to evaluate the merits and the risks of the Series 2015R-2 Bonds and who are able to bear the risk of loss of all or a portion of their investment in the Series 2015R-2 Bonds. The interest rate borne by the Series 2015R-2 Bonds (as compared to prevailing interest rates on bonds with a higher credit rating such as those that constitute general obligations of fiscally sound municipalities) is intended to compensate the investor for assuming this element of additional risk. Furthermore, the tax-exempt feature of the Series 2015R-2 Bonds is more valuable to high tax bracket investors than to investors who are in low tax brackets, and so the value of the interest compensation to any particular investor will vary with the investor’s tax rate. However, there can be no assurance that the Company will be able to satisfy its obligations under the Agreement to make the payments required to cause the Series 2015R-2 Bonds to be paid when due. Prospective investors should carefully examine this Limited Offering Memorandum, including the Appendices hereto, and their own financial condition, as well as consult their own independent financial advisors, in order to make a judgment as to their ability to bear the economic risk of such an investment, and to determine whether or not the Series 2015R-2 Bonds are an appropriate investment for them.

Lack of Market for the Series 2015R-2 Bonds

It is not anticipated that an active secondary market for the Series 2015R-2 Bonds will exist after the Series 2015R-2 Bonds are issued. The Purchaser will not be obligated to repurchase any of the Series 2015R- 2 Bonds.

The Company does not intend to apply for listing of the Series 2015R-2 Bonds on any securities exchange or inclusion of the Series 2015R-2 Bonds on any automated quotation system.

Remarketing Risk

The Series 2015R-2 Bonds are subject to mandatory tender following the end of the initial Term Interest Rate Period on August 1, 2025 (the “Mandatory Tender Date”). While the Company expects to remarket the Series 2015R-2 Bonds on the Mandatory Tender Date, there can be no assurance that the Series 2015R-2 Bonds will be remarketed or that the Company will have access to credit lines or have sufficient funds available to pay the principal and purchase price of, premium, if any, and interest then due if all or a portion of the Series 2015R-2 Bonds are not remarketed. Any person who purchases a Series 2015R-2 Bond should consider the fact that there may be circumstances under which such Series 2015R-2 Bond may not be remarketed on the Mandatory Tender Date, and in such an event, that the Company may be unable to pay the principal and purchase price of, premium, if any, and interest then due.

Mandatory Redemption of the Series 2015R-2 Bonds upon Invalidity or a Determination of Taxability

If the Company and the Authority do not comply with certain of their covenants in the Indenture and the Agreement or if certain representations or warranties made by the Company in the Agreement or in certain certificates of the Company are false, then the interest on the Series 2015R-2 Bonds may become includable in gross income for federal income tax purposes, retroactively to the date of original issuance of the Series 2015R-2 Bonds. If any of the Series 2015R-2 Bonds is declared to be taxable due to a representation or warranty made by the Company in the Agreement being false or the breach of a covenant made by the Company in the Agreement or the Agreement is determined to be invalid, the Indenture provides that the Series 2015R-2 Bonds are subject to mandatory redemption at a redemption price equal to 100% of the principal amount thereof, without premium, plus accrued interest to the date of redemption. See “THE SERIES 2015R-2 BONDS - Redemption - Mandatory Redemption Upon Invalidity or a Determination of Taxability” herein. Any person who purchases a Series 2015R-2 Bond should consider the fact that the redemption price for the redeemed Series 2015R-2 Bonds may be more or less than the market price of the Series 2015R-2 Bonds at such time and that the Company may not have adequate moneys to fund the redemption price at such time.

The law relating to the includability of the interest on the Series 2015R-2 Bonds is subject to change by legislation and judicial or administrative decision, in each case, possibly with retroactive effect. No ruling has been sought or obtained from the Internal Revenue Service with respect to the treatment of the interest on Series 2015R-2 Bonds under current law.

Potential investors should consult their tax advisors concerning the tax implications of the purchase, ownership or disposition of the Series 2015R-2 Bonds. See “TAX MATTERS” herein.

Limited Obligation

THE SERIES 2015R-2 BONDS DO NOT CONSTITUTE ANY DEBT OR LIABILITY OF, OR A PLEDGE OF THE FAITH AND CREDIT OF, THE AUTHORITY OR OF THE STATE OF MAINE, ITS POLITICAL SUBDIVISIONS OR ANY MUNICIPALITY; THE PRINCIPAL AND PURCHASE PRICE OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2015R-2 BONDS ARE PAYABLE SOLELY FROM THE FUNDS AND REVENUES OR OTHER ELIGIBLE COLLATERAL PLEDGED FOR THEIR PAYMENT IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREIN. NOTHING HEREIN OR IN THE INDENTURE SHALL DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE AUTHORITY, THE STATE OF MAINE, ITS POLITICAL SUBDIVISIONS OR ANY MUNICIPALITY TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER OR MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE SERIES 2015R-2 BONDS. THE BONDS WILL BE PAYABLE (EXCEPT TO THE EXTENT PAID OUT OF BOND PROCEEDS AND INVESTMENT INCOME) SOLELY OUT OF THE REVENUES AND OTHER RECEIPTS, FUNDS OR MONEYS AVAILABLE PURSUANT TO THE AGREEMENT AND, WITH RESPECT TO THE SERIES 2015R-2 BONDS, THE GUARANTY.

Bond Audits

Officials of the Internal Revenue Service (the “IRS”) have indicated that more resources will be invested in audits of tax-exempt bonds. The Series 2015R-2 Bonds may be, from time to time, subject to audits by the IRS. In connection with the issuance of the Initial Bonds, Edwards Wildman Palmer LLP (now Locke Lord LLP) rendered its opinion with respect to the tax-exempt status of interest on the Bonds, as described under the heading “TAX MATTERS” below. Such opinion speaks only as of its date, and Bond Counsel is not reissuing or updating such opinion as part of the offering of the Series 2015R-2 Bonds. Neither Locke Lord LLP nor Bond Counsel has any obligation to monitor compliance with the Tax

Agreement following the issuance of the Initial Bonds or the Series 2015R-2 Bonds. The Company has agreed to comply with all requirements set forth in the Tax Agreement. No ruling with respect to the tax- exempt status of interest on the Bonds has been or will be sought from the IRS, and opinions of counsel are not binding on the IRS or the courts and are not guarantees. There can be no assurance that an audit of the Series 2015R-2 Bonds will not adversely affect the tax-exempt status of interest on the Series 2015R-2 Bonds.

Mandatory Redemption Upon Sale or Proposed Sale by the Company of All or Any Portion of the Project

The Series 2015R-2 Bonds outstanding on the date of an Asset Sale (as defined herein) or, at the election of the Company, a proposed Asset Sale, are subject to mandatory redemption by the Authority at the direction of the Company, in whole, at a redemption price equal to 102% of the principal amount thereof plus accrued interest to the date of redemption as described herein under “THE SERIES 2015R-2 BONDS - Redemption of the Bonds - Mandatory Redemption Upon Sale or Proposed Sale by the Company of All or Any Portion of the Project.” Therefore, if an Asset Sale occurs or is proposed to occur, a holder of Series 2015R-2 Bonds may have its Series 2015R-2 Bonds redeemed prior to maturity or the Mandatory Tender Date. Any person who purchases a Series 2015R-2 Bond should consider the fact that the redemption price for the redeemed Series 2015R-2 Bonds may be more or less than the market price of the Series 2015R-2 Bonds at such time.

Optional Redemption of the Series 2015R-2 Bonds Prior to Maturity or the Mandatory Tender Date

The Series 2015R-2 Bonds are subject to optional redemption by the Authority, upon direction of the Company, in whole or in part, at any date at a redemption price equal to 100% of the principal amount of the Series 2015R-2 Bonds plus accrued interest upon the occurrence of certain events listed under “THE SERIES 2015R-2 BONDS - Redemption of the Bonds - Optional Redemption Upon Occurrence of Extraordinary Events.” Therefore, if any such events occur and the Company directs the redemption of the Series 2015R-2 Bonds, the holder of the affected Series 2015R-2 Bonds may have its Series 2015R-2 Bonds redeemed prior to maturity or the Mandatory Tender Date. Any person who purchases a Series 2015R-2 Bond should consider the fact that the redemption price for the redeemed Bonds may be more or less than the market price of the Series 2015R-2 Bonds at such time.

No Grant of Lien on, or Pledge by Authority of, Project Assets or Authority Assets; Reliance on the Company

The Series 2015R-2 Bonds will not be secured by any lien on the Project or by any lien or claim against, security interest in or pledge of any assets or revenues of the Authority, or by any recourse against any funds or assets of the Authority other than the trust estate pledged and assigned under the Indenture which consists primarily of the right, title and interest of the Authority in the Agreement and the funds and accounts (other than the Rebate Fund) created under the Indenture into which the Loan Payments are to be deposited. In evaluating a purchase or potential purchase of Bonds, investors are advised to rely on their evaluation of the ability of the Company to meet its obligations under the Agreement. Payment under the Agreement depends on the creditworthiness of the Company.

A downgrade of the credit rating of the Company will likely result in a corresponding downgrade of the rating on the Series 2015R-2 Bonds.

No Credit Enhancement or Mortgage

During the initial Term Interest Rate Period, unless the Company otherwise elects, the Series 2015R- 2 Bonds will not be secured by any Letter of Credit or other similar credit enhancement, but will be supported

by guaranties by certain of the Company’s subsidiaries pursuant to the Guaranty. The Purchase Price of the Series 2015R-2 Bonds on the Mandatory Tender Date at the end of the initial Term Interest Rate Period will be payable by the Company if the Series 2015R-2 Bonds are not successfully remarketed. The determination to provide for a Letter of Credit to secure the Bonds for any subsequent Interest Rate Period will be made by the Company prior to the initiation of such subsequent Interest Rate Period. Any reference in this Limited Offering Memorandum to a Letter of Credit or a Credit Provider is set forth solely to provide information if a Letter of Credit is made available with respect to the Bonds in a subsequent Interest Rate Period.

The Series 2015R-2 Bonds are not secured by a mortgage, security interest or other lien on the Project or any other properties of the Company or the Guarantors.

Enforceability of Remedies

The Bonds, including the Series 2015R-2 Bonds, are payable from the payments to be made under the Agreement and the Guaranty. Pursuant to the Indenture, the Bonds, including the Series 2015R-2 Bonds, are secured by an assignment by the Authority to the Trustee of certain of its rights under, among other things, the Agreement (except as provided therein) and payments received under the Guaranty. The practical realization of the value from this property upon any default will depend upon the exercise of various remedies specified by the Agreement, the Guaranty and the Indenture. These and other remedies may require judicial actions, which are often subject to discretion and delay. Under existing law (including, without limitation, the Federal Bankruptcy Code), the remedies specified by the Agreement, the Guaranty or the Indenture may not be readily available or may be limited. A court may decide not to order the specific performance of the covenants contained in the Agreement, the Guaranty or the Indenture. The various opinions which were delivered concurrently with the execution of the Agreement, the Guaranty and the Indenture and the issuance of the Initial Bonds, and to be delivered on the date of issuance of the Series 2015R-2 Bonds, generally, were or will be, as applicable, qualified as to the enforceability of the various legal instruments by limitations imposed by state and federal laws, rulings and decisions affecting remedies, and by bankruptcy, reorganization or other laws affecting the enforcement of creditors’ rights generally.

The Guaranty Could Be Voided Under Fraudulent Transfer Laws

Although the Guaranty provides the Trustee with a direct claim against the assets of the Guarantors, under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the Guaranty could be voided, or claims with respect to the Guaranty could be subordinated to all other debts of that Guarantor. In addition, a bankruptcy court could void any payments by a Guarantor pursuant to the Guaranty and require those payments to be returned to such Guarantor or to a fund for the benefit of the other creditors of such Guarantor.

A bankruptcy court might take these actions if it found, among other things, that when a Guarantor executed the Guaranty (or, in some jurisdictions, when it became obligated to make payments under the Guaranty):

(i) such Guarantor received less than reasonably equivalent value or fair consideration for the incurrence of the Guaranty; and

(ii) such Guarantor:

(a) was (or was rendered) insolvent by the incurrence of the Guaranty;

(b) was engaged or about to engage in a business or transaction for which its assets constituted unreasonably small capital to carry on its business;

(c) intended to incur, or believed that it would incur, obligations beyond its ability to pay as those obligations matured; or

(d) was a defendant in an action for money damages, or had a judgment for money damages docketed against it and, in either case, after final judgment, the judgment was unsatisfied.

A bankruptcy court may find that a Guarantor received less than fair consideration or reasonably equivalent value for the Guaranty to the extent that it did not receive direct or indirect benefit from the issuance of the Series 2015R-2 Bonds. A bankruptcy court could also void the Guaranty if it found that the Guarantor issued the Guaranty with actual intent to hinder, delay, or defraud creditors.

Although courts in different jurisdictions measure solvency differently, in general, an entity would be deemed insolvent if the sum of its debts, including contingent and unliquidated debts, exceeds the fair value of its assets, or if the present fair salable value of its assets is less than the amount that would be required to pay the expected liability on its debts, including contingent and unliquidated debts, as they become due.

If a court voided the Guaranty, it could require that Bondholders return any amounts previously paid under the Guaranty. If the Guaranty were voided with respect to a Guarantor, Bondholders would retain their rights against the Company and any other Guarantors, although there is no assurance that their assets would be sufficient to pay the Series 2015R-2 Bonds in full.

Subordination of Bonds to Claims of Creditors of Non-Guarantor Subsidiaries

The Company conducts a substantial portion of its business through its subsidiaries. Certain of the Company’s subsidiaries will not guarantee the Series 2015R-2 Bonds (“Non-Guarantor Subsidiaries”). Claims of creditors of the Non-Guarantor Subsidiaries, including trade creditors, will generally have priority with respect to the assets and earnings of the Non-Guarantor Subsidiaries over the claims of creditors of the Company, including holders of the Series 2015R-2 Bonds. The Indenture does not prohibit the incurrence of additional indebtedness by the Guarantors and Non-Guarantor Subsidiaries in the future.

Purchase of Bonds Upon Change of Control

Upon the occurrence of a Change of Control (as hereinafter defined), the Company will be required to offer to purchase the Series 2015R-2 Bonds at a price equal to 101% of the principal amount of the Series 2015R-2 Bonds purchased, plus accrued and unpaid interest thereon, if any, to the date of repurchase. A Change of Control also may constitute an event of default under the Senior Credit Facility permitting the lenders to accelerate the maturity of the borrowings thereunder and may trigger similar rights (such as a requirement to offer to repurchase applicable indebtedness) under other indebtedness of the Company then outstanding. The Company may not be able to repurchase any Series 2015R-2 Bonds under such circumstances. The failure to repurchase the Series 2015R-2 Bonds would result in an event of default under the Series 2015R-2 Bonds. In the event of a Change of Control, the Company may not have sufficient funds to purchase all of the Series 2015R-2 Bonds and to repay the amounts outstanding under the Senior Credit Facility or other indebtedness.

Other Outstanding Debt of the Company; Guaranty

The Company currently has outstanding indebtedness under the Senior Credit Facility with respect to which the Guarantors are jointly and severally liable, and these obligations are secured by substantially all of the personal property and assets, with the right to be secured by the real property, of the Company and the Guarantors.

The Company’s obligations under the Agreement are unsecured. Additionally, so long as there is no letter of credit in effect, the Company’s obligations will be guaranteed jointly and severally, fully and unconditionally, by any subsidiary of the Company that guarantees the Senior Credit Facility (and in the event that the Senior Credit Facility is no longer outstanding, will be guaranteed by any subsidiary of the Company that guarantees certain indebtedness of the Company in the principal amount of $5,000,000 or more). In the event of a liquidation, dissolution or reorganization of the assets and liabilities of the Company, the obligations of the Company under the Agreement would be effectively subordinated to the payment of the indebtedness outstanding under the Senior Credit Facility. In the event of such a liquidation, dissolution or reorganization, there can be no assurance that there will be sufficient assets of the Company available to pay all of the liabilities of the Company, including its obligations under the Agreement.

The Guaranty is a senior obligation of each Guarantor. However, the Guaranty is effectively subordinated to any obligations of a Guarantor that are secured by liens (including liens securing the Senior Credit Facility). The Guaranty is pari passu in right of payment with all existing and future Indebtedness of such Guarantor that is not subordinated in right of payment to any other Indebtedness of such Guarantor, and is senior in right of payment to all existing and future Indebtedness of such Guarantor that is, by its terms, expressly subordinated in right of payment to the Guarantees. The obligations of each Guarantor under the Guaranty is limited as necessary to prevent the Guaranty from constituting a fraudulent conveyance under applicable law. See “RISK FACTORS - The Guaranty Could Be Voided Under Fraudulent Transfer Laws.”

THE AUTHORITY

The Authority was created in 1983 by an act of the legislature of the State of Maine (the “State”) consolidating three former State agencies: the Maine Guarantee Authority, the Maine Veterans’ Small Business Loan Authority and the Maine Small Business Loan Authority. One of the Authority’s purposes is to stimulate a larger flow of private investment funds to help finance expansion of industrial, manufacturing, fishing, agricultural and recreational enterprises in the State. In July 1990, the Authority assumed responsibility for administration of the State’s higher education loan and loan guaranty programs.

The Authority is empowered to issue revenue obligation securities with respect to the financing of “eligible projects” within the meaning of the Finance Authority of Maine Act, Chapter 110 of Title 10 of the Maine Revised Statutes Annotated, as amended (the “Act”). The Bonds are special limited obligations of the Authority as described under the caption “STATE OF MAINE NOT LIABLE ON BONDS” hereinafter.

The Authority is a body corporate and politic and a public instrumentality of the State. It consists of 15 voting members, as follows: the Commissioner of Economic and Community Development; the State Treasurer; one natural resources commissioner designated by the governor of the State (the “Governor”) from either the Department of Agriculture, Food and Rural Resources, the Department of Conservation or the Department of Maine Resources; and twelve members appointed by the Governor (including a certified public accountant, an attorney, a commercial banker, two veterans, two persons knowledgeable in the field of natural resource enterprises or financing, one person knowledgeable in the field of financial assistance, and one person knowledgeable in the field of higher education), which appointments are subject to review by the joint standing committee of the State Legislature having jurisdiction over economic development and subject to confirmation of the State Legislature. The members elect a chair, a vice chair who also serves as secretary, and a treasurer, and employ a chief executive officer, who is nominated by the Governor and confirmed by the Legislature.

Board of Directors

The members of the Authority are as follows:

James “Jay” Violette - Chair Richard Roderick – Vice Chair Vice President and Senior Loan Officer Retired Executive TD Bank Cape Elizabeth, Maine Waterville, Maine

David Daigler – Treasurer Jonathan Block, Esq. Vice President & Chief Financial Officer Partner Maine Community College System Pierce Atwood, LLP Augusta, Maine Portland, Maine

Terry Hayes George Gervais Maine State Treasurer Commissioner Augusta, Maine Department of Economic and Community Development Augusta, Maine

James Howard Patrick Keliher President & CEO Commissioner Priority Real Estate Group Department of Marine Resources Topsham, Maine Augusta, Maine

Larry Mitchell Timothy Nightingale Col USMC (Ret.) Executive Vice President/Senior Loan Officer Winslow, Maine Camden National Bank Camden, Maine

Rosaire Pelletier Christopher Pierce Senior Forest Advisor/Consultant Chairman Madawaska, Maine The Dingley Press Lisbon, Maine

Cheri Walker Raymond Nowak Principal President, Nowak Capital Enterprises, LLC Albin, Randall & Bennett Consultant, Farm Credit East Portland, Maine Brunswick, Maine

There is one vacancy on the Board of Directors.

Staff Members

The following are the Authority’s staff members with primary responsibility for the Authority’s bond programs:

Bruce Wagner, Chief Executive Officer. The Chief Executive Officer is responsible for coordinating personnel and instituting policies and programs of the Authority. Responsibilities of the Chief Executive Officer include oversight and administration of all programs of the Authority, and Authority administration. Prior to joining the Authority in February, 2014, Mr. Wagner owned and operated a business consulting firm in Portland, Maine, before which he was Chief Financial Officer of Martin’s Point Health Care and

President of W.R. Grace, Darex Container Products Division. He holds a B.A. Degree in Economics from Lafayette College.

Christopher Roney, General Counsel. The General Counsel is responsible for supervising and coordinating all legal matters concerning the Authority. Mr. Roney joined the Authority in July, 1996 as its Deputy General Counsel, and became General Counsel in 2009. Prior to joining the Authority, Mr. Roney was employed by two law firms in Portland, Maine. He graduated from the University of Maine School of Law with a J.D. in 1988 and graduated from Villanova University in 1985 with a Bachelors of Arts degree, cum laude, in Economics.

Carlos R. Mello, Director of Business and Finance. The Director of Business and Finance is responsible for all credit and lending programs (including bond funding) at the Authority, as well as coordinating and supervising all financial activity of the Authority, including the Authority’s investment portfolio and accounting system. Mr. Mello joined the Authority in January, 2013. Prior to joining the Authority, Mr. Mello was the President and CEO of Prudential Bank & Trust, FSB and was senior vice president and managing director at People’s United Bank. Mr. Mello is a certified financial planner, and a former certified public accountant. Mr. Mello received his B.S. in Accounting from Boston College.

The Authority’s main office is located at 5 Community Drive, Augusta, Maine 04332, and its telephone number is (800) 228-3734.

The Authority has previously financed commercial, industrial and specialized development projects and expects to continue to finance such projects.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THIS LIMITED OFFERING MEMORANDUM AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, EXCEPT FOR INFORMATION UNDER THIS SECTION OR UNDER THE SECTION “LITIGATION - THE AUTHORITY”. THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

THE COMPANY AND THE GUARANTORS

The Company is a corporation organized and existing under the laws of the State of Delaware and is in good standing under the laws of the State of Maine. The Guarantors consist of certain domestic subsidiaries of the Company. Certain information concerning the business and financial condition of the Company is contained in Appendix A to this Limited Offering Memorandum. That information has not been reviewed by the Authority.

THE PROJECT

The Project consists of the financing of certain costs relating to certain of the Company’s solid waste landfill facilities and solid waste collection, organics and transfer, recycling and hauling facilities, including costs of (1) new recycling processing equipment and infrastructure, (2) landfill gas treatment infrastructure, (3) transportation equipment, including solid waste and recycling collection vehicles, (4) solid waste and recycling collection containers and compactors, (5) certain landfill development costs (including landfill cell development and liners to create additional disposal capacity at the Company’s current permitted landfill site) and costs of general improvements (including various upgrades to leachate collection and monitoring systems,

methane gas collection systems, paving and grading and other infrastructure improvements), (6) building, land, leasehold and infrastructure improvements, and (7) other machinery, equipment, furniture, fixtures and other items of tangible personal property; all of which aforementioned projects and assets are located or to be located at and operated from and at one or more locations in Maine. The Project shall also include without limitation, any other permitted use of the Bond proceeds by the Company under the Financing Agreement, as well as any installation, development, design, engineering, replacements, demolition, improvements, equipment, construction, renovation, structures, permitting and capital expenditures that were, or will be, undertaken or incurred to accomplish the foregoing (collectively, with the items described in the preceding sentence, the “Project”).

The proceeds of the Bonds will be made available by the Authority to the Company pursuant to the terms of the Agreement. Such proceeds will be used for the purpose of financing and refinancing all or any part of the Project and paying the costs of the issuance of the Bonds.

THE SERIES 2015R-2 BONDS

This Limited Offering Memorandum does not describe the Series 2015R-2 Bonds during any Interest Rate Period after the Mandatory Tender Date shown on the cover page hereto and should not be relied upon by any purchaser in connection with the Initial Bonds or any remarketing of the Initial Bonds or in connection with the Series 2015R-2 Bonds on or after the Mandatory Tender Date.

The following is a summary, which does not purport to be complete, of certain provisions of the Series 2015R-2 Bonds. The following descriptions herein (including Appendices B and C) of the Series 2015R-2 Bonds, the Agreement, the Indenture and the Guaranty are qualified in their entirety by reference to such documents.

General

The Series 2015R-2 Bonds will bear interest at the rate set forth on the cover page commencing on the Series 2015R-2 Term Interest Rate Commencement Date and ending on July 31, 2025 and, subject to prior redemption or acceleration, will mature on August 1, 2035. The Series 2015R-2 Bonds will be initially issued as registered Bonds without coupons in denominations of $100,000 and any integral multiple of $5,000 in excess thereof. During the initial Term Interest Rate Period, interest payable on the Series 2015R-2 Bonds shall be computed upon the basis of a 360-day year, consisting of twelve 30-day months which will be paid on the first day of each May and November, commencing November 1, 2018 (the “Interest Payment Dates”).

It is expected that the Series 2015R-2 Bonds will be held at all times under the book-entry system described below. The Authority, the Trustee, the Tender Agent, the Paying Agent and the Remarketing Agent may deem and treat the Owner of any Bond as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, premium, if any, and interest on, or the Purchase Price of, such Bond and for all other purposes, and none of the Authority, the Trustee, the Tender Agent, the Paying Agent or the Remarketing Agent shall be affected by any notice to the contrary. All such payments so made to any such Owner or upon the Owner’s order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

So long as Cede & Co. is the registered owner of the Series 2015R-2 Bonds, all payments of principal, premium, if any, interest on, and Purchase Price of, such Bonds are payable by wire transfer by the Paying Agent or Tender Agent, as the case may be, to Cede & Co. as nominee for DTC which will, in turn, remit such amounts to the DTC Participants (as defined herein) for subsequent disposition to Beneficial Owners (as defined herein). See “BOOK-ENTRY ONLY SYSTEM.”

U.S. Bank National Association has been appointed as Trustee, Tender Agent, Registrar and Paying Agent under the Indenture. The designated corporate trust office of U.S. Bank National Association is located at 190 South LaSalle Street, 10th Floor, Chicago, IL 60603, Attn: Corporate Trust Services. The Trustee, Registrar, Paying Agent and Tender Agent may resign at any time and may be removed as provided in the Indenture.

The following description of the Series 2015R-2 Bonds and related documents includes only the terms of the Series 2015R-2 Bonds and such documents during the initial Term Interest Rate Period. The terms of the Series 2015R-2 Bonds and such documents during other Interest Rate Periods as set forth in the Indenture are not applicable until the adjustment of the Series 2015R-2 Bonds to such other Interest Rate Periods. The following descriptions herein (including Appendices B and C) of the Series 2015R-2 Bonds, the Agreement, the Indenture and the Guaranty are qualified in their entirety by reference to such documents.

The Series 2015R-2 Bonds are subject to redemption and tender for purchase prior to maturity as described herein. See “THE SERIES 2015R-2 BONDS – Mandatory Tender for Purchase” and “– Redemption of Bonds.”

Mandatory Tender for Purchase

On August 1, 2025, there will be a mandatory tender and purchase of the Series 2015R-2 Bonds. On such Mandatory Tender Date, the Holder or Direct Participant of each Series 2015R-2 Bond is required under the Indenture to tender such Series 2015R-2 Bond for purchase as described below and such Series 2015R-2 Bond will be purchased or deemed purchased at a Purchase Price equal to the principal amount thereof plus accrued and unpaid interest thereon. Payment of the Purchase Price of such Series 2015R-2 Bond will be made by 3:00 p.m., in the same manner as payment of interest on the Series 2015R-2 Bonds, to the Holders of record, or Direct Participants with respect to Book-Entry Bonds, on the Record Date. The tendering Direct Participants will transfer, on the registration books of DTC, the beneficial ownership interests in the Book- Entry Bonds tendered for purchase to the account of the Trustee or a Direct Participant acting on behalf of the Trustee.

The Trustee, acting as Tender Agent, will purchase the Series 2015R-2 Bonds on the Mandatory Tender Date with the proceeds of the remarketing of such Series 2015R-2 Bonds that have been furnished to the Trustee, acting as Tender Agent, on the Mandatory Tender Date by the Remarketing Agent appointed in accordance with the provisions of the Indenture or from moneys that have been furnished to the Trustee, acting as Tender Agent, by the Company on such Mandatory Tender Date as described below in the last sentence under “APPENDIX B – THE AGREEMENT – Payments.”

The Series 2015R-2 Bonds will be deemed purchased on the Mandatory Tender Date for all purposes of the Indenture, irrespective of whether such Series 2015R-2 Bonds have been presented to the Trustee, acting as Tender Agent, and the former Owner or Owners of such Series 2015R-2 Bonds will have no claim thereon, under the Indenture or otherwise for any amount other than the Purchase Price thereof.

Redemption of Bonds

The Bonds, including the Series 2015R-2 Bonds, will be subject to redemption if and to the extent the Company is entitled to make, or is required to make, a prepayment pursuant to the Agreement. The Bonds in the Term Rate Period, including the Series 2015R-2 Bonds, are subject to redemption upon the following terms:

Mandatory Redemption Upon Invalidity or a Determination of Taxability. In the event of a prepayment as a result of the invalidity of the Agreement or a Determination of Taxability, Bonds Outstanding on the date of the occurrence of such invalidity or Determination of Taxability will be redeemed in whole (or in part if the Company delivers an Approving Opinion to the Trustee) at any time within 60 days thereafter, at a redemption price of 100% of the principal amount of the Bonds, including the Series 2015R-2 Bonds, to be redeemed, without premium, plus accrued interest to the date of redemption.

Mandatory Redemption Upon Sale or Proposed Sale by the Company of All or Any Portion of the Project. While the Bonds, including the Series 2015R-2 Bonds, are in the Term Interest Rate Period, any Bonds Outstanding on the date of an Asset Sale (or if the Company so elects, in the case of a proposed Asset Sale, any Bonds Outstanding on any date prior to the proposed Asset Sale) shall be redeemed by the Authority at the direction of the Company in whole at a redemption price of 102% of the principal amount thereof plus accrued interest thereon to the date of redemption, on a date designated by the Company (the “Asset Sale Redemption Date”); provided, however, that (a) if the Company delivers an Approving Opinion to the Trustee with respect to all or any portion of the Bonds, including the Series 2015R-2 Bonds, on or before the Asset Sale Redemption Date, or (b) if the Asset Sale constitutes a “Change of Control” under the Agreement then, in either case, all or such portion of the Bonds, including the Series 2015R-2 Bonds, shall not be required to be redeemed pursuant to this paragraph. The Asset Sale Redemption Date shall be (a) in the case of a proposed Asset Sale, the date of or any date prior to such proposed Asset Sale and (b) in the case of an Asset Sale, no later than 90 days after such Asset Sale. “Asset Sale” shall mean the consummation of any transaction requiring an Approving Opinion pursuant to the Agreement as described in Appendix B hereto under “THE AGREEMENT – Special Covenants and Agreements - Disposition of Project.” Notwithstanding anything to the contrary in the Indenture, the Agreement or any document, instrument or agreement relating hereto or thereto, so long as the Company complies with the Indenture and obtains an Approving Opinion if required under the Agreement, an Asset Sale or proposed Asset Sale shall not be deemed a breach or violation of the Indenture, the Agreement or any document, instrument or agreement relating hereto or thereto.

Optional Redemption Upon Occurrence of Extraordinary Events. During any Term Interest Rate Period, the Bonds, including the Series 2015R-2 Bonds, may be redeemed, at the Company’s option, in whole or in part on any date at a redemption price of 100% of the principal amount to be redeemed, without premium, plus accrued interest to the date of redemption, upon receipt by the Trustee of a written notice from the Company stating that any of the following events has occurred:

(i) all of the Project or a portion thereof is damaged, destroyed, condemned or taken by eminent domain to such extent that, in the opinion of the Company contained in a certificate provided to the Authority and the Trustee, which certificate may be conclusively relied upon by the Trustee and the Authority, (1) it is not practicable or desirable to rebuild, repair or restore the Project or such portion thereof within a period of six consecutive months following such damage, destruction or condemnation, and the Company is or will be thereby prevented from carrying on its normal operations at the Project or such portion thereof for a period of at least six consecutive months, or (2) the cost of restoration of the Project or such portion thereof would substantially exceed the Net Proceeds of insurance carried thereon; or

(ii) the continued operation of the Project is enjoined or prevented or is otherwise prohibited by, or conflicts with, any order, decree, rule or regulation of any court or federal, state or local regulatory body, administrative agency or other governmental body.

Anything described in the preceding paragraph to the contrary notwithstanding, if any of the events described above has occurred with respect to part, but not all of the Project, the amount of the Bonds that may be redeemed will not exceed (a) an amount derived by multiplying the total principal amount of the Bonds by a fraction (i) the numerator of which is the cost of the affected portion of the Project and (ii) the denominator

of which is the total cost of the Project, or (b) such greater amount as Bond Counsel opines is necessary to avoid adversely affecting the tax-exempt status of the Bonds.

Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the Bonds, including the Series 2015R-2 Bonds, the Trustee will select the Bonds to be redeemed from all Bonds or such given portion thereof not previously called for redemption by lot in any manner which the Trustee in its sole discretion deems appropriate and fair. Redemption will be done so that no Bond remains Outstanding in an amount less than an Authorized Denomination.

Notice of Redemption. Notice of redemption will be mailed by first class mail not less than 30 days (15 days in the case of redemption upon the occurrence of extraordinary events as described above) nor more than 60 days before such redemption date, to the respective Holders of any Bonds designated for redemption at their addresses on the registration books maintained by the Bond Registrar. Each notice of redemption will state the redemption date, the place or places of redemption, if less than all of the Bonds, including the Series 2015R-2 Bonds, are to be redeemed, the distinctive number(s) of the Bonds to be redeemed, and in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice will also state that on said date there will become due and payable on each of said Bonds the principal thereof or of said specified portion of the principal thereof in the case of a Bond to be redeemed in part only, and that from and after such redemption date interest thereon will cease to accrue, and will require that such Bonds be then surrendered. Neither failure to receive such notice nor any defect therein will affect the sufficiency of such redemption. With respect to any notice of optional redemption of Bonds at the written direction of the Company, unless upon the giving of such notice Bonds will be deemed to have been paid within the meaning of the Indenture, such notice may state (if so directed by the Company in writing), that such redemption will be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys (or Available Moneys if a Letter of Credit is then in effect) sufficient to pay the principal of, premium, if any, and interest on, such Bonds to be redeemed, and that if such moneys will not have been so received said notice will be of no further force and effect and the Authority will not be required to redeem such Bonds. In the event that such notice of optional redemption contains such a condition and such moneys are not so received, the redemption will not be made and the Trustee will within a reasonable time thereafter give notice to such Holders, in the manner in which the notice of redemption was given, that such moneys were not so received. Except as otherwise set forth below, any notice of mandatory redemption of Bonds upon the sale or proposed Asset Sale as described above may state (if so directed by the Company in writing) that (i) such redemption shall be required only upon the consummation of an Asset Sale requiring a redemption under the Indenture as described in such notice, and (ii) said notice shall be of no further force and effect and the Authority shall not be required to redeem such Bonds if such condition has not been satisfied in accordance with the terms described in such notice. In the event that such notice of redemption contains such a condition and such condition will not have been satisfied, the redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice to such Holders, in the manner in which the notice of redemption was given, that such condition was not satisfied and that such moneys were not so received. Notwithstanding the foregoing, conditional notice of mandatory redemption shall not be permitted (a) in the case of mandatory redemption due to a proposed Asset Sale where the redemption date occurs prior to the date of such proposed Asset Sale, or (b) if at the time of delivery of such notice the Bonds shall be deemed to have been paid under the Indenture.

Partial Redemption of Bonds. Upon surrender of any Bond, including the Series 2015R-2 Bonds, redeemed in part only, the Authority will execute and the Trustee will authenticate and deliver to the Holder thereof, at the expense of the Company, a new Bond or Bonds of Authorized Denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered.

Effect of Redemption. Notice of redemption having been duly given as described above, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, the

Bonds, including the Series 2015R-2 Bonds (in each case, or portions thereof), so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption will become due and payable, interest on the Bonds so called for redemption will cease to accrue, said Bonds (or portions thereof) will cease to be entitled to any benefit or security under the Indenture (except for payment of particular Bonds for which moneys are being held by the Trustee and which money will be pledged to such payment), and the Holders of said Bonds will have no rights in respect thereof except to receive payment of said principal, premium, if any, and interest accrued to the date fixed for redemption.

Purchase in Lieu of Optional Redemption

The Authority shall have the option to cause the Bonds, including the Series 2015R-2 Bonds, to be purchased in lieu of optional redemption by delivering, at the direction of the Company, to the Trustee on or prior to the Business Day preceding the redemption date a written direction specifying that the Bonds shall not be redeemed but instead shall be subject to purchase. The Trustee shall send a copy of such written direction of the Authority as soon as practicable to the Credit Provider, if any. Upon delivery of such notice, the Bonds shall not be redeemed, but shall instead be subject to mandatory tender at a Purchase Price equal to the redemption price at which the Bonds would have been redeemed on the date that would have been the redemption date; provided that the payment of funds in an amount equal to the Purchase Price shall be made available to the Trustee on or prior to the Purchase Date.

Repurchase Upon Change of Control

So long as the Series 2015R-2 Bonds are in a Term Interest Rate Period and are not secured by a Letter of Credit, if a Change of Control occurs, each Holder of Bonds (or subseries thereof) such as the Series 2015R-2 Bonds that are in the Term Interest Rate Period and are not secured by a Letter of Credit will have the right to require the Company to repurchase all or any part (in a principal amount equal to $100,000 or an integral multiple of $5,000 in excess thereof; provided that no such repurchase may result in a Holder owning less than an Authorized Denomination) of that Holder’s Bonds pursuant to a Change of Control Offer (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer to pay an amount in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Bonds repurchased, plus accrued and unpaid interest thereon, if any, to the date of repurchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder of Bonds (or subseries thereof) such as the Series 2015R-2 Bonds that are in the Term Interest Rate Period and are not secured by a Letter of Credit describing the transaction or transactions that constitute the Change of Control and offering to repurchase Bonds on the date (the “Change of Control Payment Date”) specified in such notice, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Agreement and described in such notice.

On or before the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Bonds or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Change of Control Payment in respect of all Bonds or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Series 2015R-2 Bonds so accepted together with a certificate of an Authorized Representative stating the aggregate principal amount of Bonds or portions thereof being purchased by the Company.

The Company will cause the Paying Agent to promptly pay to each Holder of Bonds so tendered the Change of Control Payment for such Bonds (in the same manner as payment of interest on the Series 2015R-2 Bonds, to the Bondholders of record, or Direct Participants with respect to Book-Entry Bonds, on the Record Date), and the Company will cause the Trustee to promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Bond equal in principal amount to any unpurchased portion of the Series

2015R-2 Bonds surrendered, if any; provided that each such new Bond will be in a principal amount of $100,000 or an integral multiple of $5,000 in excess thereof.

The Company will publicly announce the results of the Change of Control Offer as soon as practicable after the Change of Control Payment Date.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Agreement applicable to a Change of Control Offer made by the Company and purchases all Bonds validly tendered and not withdrawn under such Change of Control Offer.

Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an “Alternate Offer”) any and all Bonds validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Bonds properly tendered in accordance with the terms of such Alternate Offer. Any Alternate Offer may be terminated by the Company or such third party at any time prior to the consummation of the applicable Change of Control. The Alternate Offer (i) shall remain, if commenced prior to the Change of Control, open for acceptance until the earlier of (a) consummation of the Change of Control, or (b) any termination of the Alternate Offer by the Company or such third party prior to the consummation of the applicable Change of Control, (ii) must permit Holders to withdraw any tenders of Bonds made into the Alternate Offer until the final expiration or consummation thereof, and (iii) must comply with all the other provisions applicable to the Change of Control Offer.

Notwithstanding the foregoing, in the event that the Series 2015R-2 Bonds shall be subject to redemption or mandatory tender (or the Company has exercised a right to do so) on the same date that the Series 2015R-2 Bonds are subject to a Change of Control Offer, the redemption and mandatory tender provisions in the Indenture shall control, including, without limitation, with respect to the redemption or tender price of 100% of the principal amount of such Bonds plus accrued interest.

The Company will comply, and will use reasonable efforts to ensure that any third party making a Change of Control Offer or an Alternate Offer will comply, with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with such Change of Control Offer or Alternate Offer. To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of the Agreement relating to a Change of Control Offer, the Company will not be deemed to have breached its obligations under the Agreement by virtue of complying with such laws or regulations.

“Change of Control” means the occurrence of any of the following (with capitalized terms used in the following definition having the meaning ascribed thereto in Appendix B to this Limited Offering Memorandum):

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the Beneficial Owner, directly or indirectly, of securities representing 50% or more of the voting power of all Voting Stock of the Company; or

(b) Continuing Directors shall cease to constitute at least a majority of the directors constituting the board of directors of the Company; or

(c) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company

and substantially all of its direct and indirect Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act); or

(d) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Capital Stock) of the surviving or transferee Person or the parent of such surviving or transferee Person representing a majority of the voting power of all Voting Stock of such surviving or transferee Person or the parent of such surviving or transferee Person immediately after giving effect to such issuance; or

(e) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

Remarketing Agent

The Authority has appointed Merrill Lynch, Pierce, Fenner & Smith Incorporated as Remarketing Agent under the Indenture. The principal office of the Remarketing Agent is located at One Bryant Park, Ninth Floor, New York, New York 10036. The Remarketing Agent may be removed or replaced at any time, subject to the terms and conditions of the Indenture and the Remarketing Agreement, dated as of August 1, 2015, between the Company and the Remarketing Agent, as supplemented or amended from time to time (the “Remarketing Agreement”).

BOOK-ENTRY ONLY SYSTEM

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2015R-2 Bond in the aggregate principal amount of the Series 2015R-2 Bonds will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants” and together with the Direct Participants, the “Participants”). The DTC Rules applicable to its Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. THE AUTHORITY, THE COMPANY AND THE TRUSTEE WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO SUCH DIRECT AND INDIRECT PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE BONDS.

Redemption notices will be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee, on payable dates in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest

to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Beneficial Owner will give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Trustee’s DTC account.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bonds are required to be printed and delivered as described in the Indenture.

THE AUTHORITY, THE TRUSTEE, THE COMPANY AND THE PURCHASER SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT OR INDIRECT PARTICIPANT, ANY BENEFICIAL OWNER OR ANY OTHER PERSON CLAIMING A BENEFICIAL OWNERSHIP INTEREST IN THE BONDS UNDER OR THROUGH DTC OR ANY DTC PARTICIPANT, OR ANY OTHER PERSON WHICH IS NOT SHOWN ON THE REGISTRATION BOOKS OF THE TRUSTEE AS BEING A HOLDER, WITH RESPECT TO THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT; THE PAYMENT BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL AND PURCHASE PRICE OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS; ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO OWNERS UNDER THE INDENTURE; THE SELECTION BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS ; ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS AN OWNER; OR ANY OTHER PROCEDURES OR OBLIGATIONS OF DTC UNDER THE BOOK-ENTRY SYSTEM.

SO LONG AS CEDE & CO. (OR SUCH OTHER NOMINEE AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) IS THE REGISTERED OWNER OF THE BONDS , AS NOMINEE OF DTC, REFERENCES HEREIN TO THE HOLDERS OR OWNERS OR REGISTERED HOLDERS OR REGISTERED OWNERS OF THE BONDS MEANS CEDE & CO., AS AFORESAID, AND DOES NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS.

The foregoing description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to Direct and Indirect Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in such Bonds and other related transactions by and between DTC, the Direct and Indirect Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters, and neither the Direct nor Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC.

SOURCES OF PAYMENT AND SECURITY FOR THE BONDS

Payments by the Company under the Agreement

Pursuant to the Agreement, the Company is required to make payments to the Trustee at such times and in such amounts as will provide for the payment of principal and purchase price of, premium, if any, and interest on the Bonds, as the same become due and payable. The Company’s obligation to make such loan payments is absolute, irrevocable and unconditional, free of any deduction and without abatement, and the amount and time of payment of such payments shall not be decreased, rebated, set-off, or waived regardless of any rights of set-off, recoupment or counterclaim the Company might otherwise have against the Authority, the Trustee or any other party. See “APPENDIX B – THE AGREEMENT” herein. Pursuant to the Indenture, payments received under or pursuant to the Agreement (except payments to the Authority in respect of certain fees, charges, costs, expenses and indemnities) are pledged by the Authority to the Trustee. The Bonds will not be secured by a mortgage of or a security interest in the Project or any other property of the Company or the Guarantors.

A more complete description of the Agreement is set forth in Appendix B attached to this Limited Offering Memorandum.

The Guaranty

Pursuant to the Guaranty, each Guarantor will absolutely and unconditionally guarantee to the Trustee for the benefit of the owners and beneficial owners of the Series 2015R-2 Bonds, the full and prompt payment of (a) the principal of and redemption premium, if any, on the Series 2015R-2 Bonds when and as the same become due (whether at maturity, by acceleration, call for redemption or otherwise); (b) the interest on the Series 2015R-2 Bonds when and as the same become due; (c) the purchase price of the Series 2015R-2 Bonds tendered or deemed tendered for purchase pursuant to the Indenture as described herein under “THE BONDS – Mandatory Tender for Purchase” and “THE BONDS – Purchase in Lieu of Optional Redemption;” and (d) all Loan Payments and Purchase Price Payments due or to become due with respect to the Series 2015R-2 from the Company under the Agreement. The obligations of each Guarantor under the Guaranty will, subject to the release provisions contained therein, remain in full force and effect until the entire principal of, redemption premium, if any, and interest on or purchase price of the Series 2015R-2 Bonds during the initial Term Interest Rate Period with respect thereto has been paid or provided for according to the terms of the Indenture.

The obligations of each Guarantor under the Guaranty are absolute and unconditional and will not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment under the Guaranty (and whether or not known or consented to by any Guarantor or the Trustee) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor under the Guaranty or might operate to release or otherwise exonerate any Guarantor from any of its obligations under the Guaranty or otherwise affect such obligations, whether occasioned by default of the Trustee or otherwise, including, without limitation:

(i) any limitation of status or power, disability, incapacity or other circumstance relating to the Company or any other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any other Person;

(ii) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Company or any other Person under the Agreement or any other document or instrument;

(iii) any failure of the Company or any other Guarantor, whether or not without fault on its part, to perform or comply with any of the provisions of the Guaranty or the Agreement, or to give notice thereof to a Guarantor;

(iv) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy;

(v) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(vi) any change in the time, manner or place of payment of, or in any other term of, the Bonds, the Agreement, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, the Bonds or the Agreement, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on the Bonds;

(vii) except as provided in the Guaranty, any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor;

(viii) except as provided in the Guaranty, any merger or amalgamation of the Company or a Guarantor with any Person or Persons;

(ix) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the obligations of a Guarantor under the Guaranty; and

(x) any other circumstance, including release of another Guarantor pursuant to the Guaranty (other than by complete, irrevocable payment), that might otherwise constitute a legal or equitable discharge or defense of the Company under the Agreement or of a Guarantor in respect of its guarantee under the Guaranty.

A more complete description of the Guaranty is set forth in Appendix B attached to this Limited Offering Memorandum.

PURCHASE OF THE SERIES 2015R-2 BONDS

Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Purchaser, will purchase the Series 2015R-2 Bonds from the Authority at a purchase price equal to 100% of the principal amount thereof and will receive a fee of $______from the Company, exclusive of out-of-pocket expenses. The Purchaser will be obligated to purchase all of the Series 2015R-2 Bonds if any Series 2015R-2 Bonds are purchased. The obligation of the Purchaser to accept delivery of the Series 2015R-2 Bonds will be subject to various conditions contained in the Bond Purchase Agreement (the “Bond Purchase Agreement”) dated as of August 20, 2015 among the Authority, the Purchaser and the Company.

Concurrently with the issuance of the Series 2015R-2 Bonds, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as remarketing agent (the “VEDA Remarketing Agent”) under that certain Remarketing Agreement relating to the VEDA Bonds dated as of March 1, 2013, between the Company and the VEDA Remarketing Agent, as supplemented by that certain Supplement to Remarketing Agreement dated ____, 2018, expects to remarket the VEDA Bonds in another Term Interest Rate Period.

In connection with the issuance of the Series 2015R-2 Bonds, the Company has agreed to indemnify the Purchaser against certain liabilities, including liabilities under certain provisions of the federal securities laws and certain provisions under the Bond Purchase Agreement.

LITIGATION

The Company

Except as described in the documents filed by the Company under the Exchange Act that are incorporated by reference herein in Appendix A under the caption “DOCUMENTS INCORPORATED BY REFERENCE,” there is no controversy of any nature now pending against the Company, or to the knowledge of its officers threatened, which would, in the view of the Company, reasonably be expected to materially adversely affect the operation or financial condition of the Company or materially adversely affect the operation of the Project.

The Authority

There is no litigation of any nature now pending or, to the knowledge of the Authority’s officers, threatened, against the Authority restraining or enjoining the execution, sale or delivery of the Bonds or in any way contesting or affecting the validity of the Bonds, any proceedings of the Authority taken concerning the execution, sale or delivery of the Bonds or the agreements relating to the Bonds to which the Authority is a party, or the application of any moneys or security provided for the payment of the Bonds.

RATINGS

S&P Global Ratings, a Standard & Poor’s Financial Services LLC Business (“S&P”) and Moody’s Investors Service (“Moody’s) have assigned the Series 2015R-2 Bonds long-term ratings of “____” and “____”, respectively. The ratings assigned to the Series 2015R-2 Bonds reflect only the views of S&P and Moody’s at the time the ratings were issued, and an explanation of the significance and status of such ratings may be obtained only from such rating agencies. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies if, in their judgment, circumstances so warrant. Neither the Company nor the Purchaser has undertaken any responsibility either to bring to the attention of the holders of the Series 2015R-2 Bonds any proposed revision or withdrawal of the ratings of the Series 2015R-2 Bonds or to oppose any such proposed revision or withdrawal. A downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2015R-2 Bonds.

TAX MATTERS

Federal Income Taxes On August 27, 2015, Locke Lord LLP delivered an opinion (the “Original Opinion”) that under existing statutes, regulations, administrative rulings and court decisions as of the date of such opinion, and subject to certain limitations described below, interest on the Bonds is excluded from gross income for federal income tax purposes, pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), except that no opinion was expressed as to such exclusion with respect to interest on any Bond for any period during which such Bond is held by a person who, within the meaning of Section 147(a) of the Code, is a “substantial user” of the facilities financed with the proceeds of the Bonds or a “related person”. The Original Opinion also stated that interest on the Bonds is an “item of tax preference” for purposes of the federal alternative minimum tax imposed on individuals and corporations.

The Code establishes certain requirements that must be met at and subsequent to the issuance and delivery of the Bonds in order that interest on the Bonds be and remain excluded from gross income for federal income tax purposes, pursuant to Section 103 of the Code. These continuing requirements include certain restrictions and prohibitions on the use of the proceeds of the Bonds and the Project, restrictions on the investment of proceeds and other amounts and the rebate to the United States of certain earnings in respect of such investments. Failure to comply with such continuing requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issue of the Bonds irrespective of the date on which such noncompliance occurs. In the Indenture, the Agreement, the Tax Agreement, and accompanying documents, the Authority and the Company have covenanted to comply with certain procedures, and have made certain representations and certifications, designed to satisfy the requirements of the Code. The Original Opinion described in the preceding paragraph was delivered in part in reliance upon, and assumes continuing compliance with, such covenants and procedures and the continuing accuracy, in all material respects, of such representations and certifications.

The Original Opinion expressed no opinion regarding any other federal income tax consequences related to the ownership or disposition of, or the receipt or accrual of interest on, the Bonds. A copy of the Original Opinion is attached to hereto as Appendix C-1. Hinckley, Allen & Snyder LLP, bond counsel in connection with the offering of the Series 2015R-2 Bonds in the initial Term Interest Rate Period (“Bond Counsel”), is not reissuing or updating the Original Opinion as part of such offering of the Series 2015R-2 Bonds, and the Original Opinion speaks only as of its date.

On the Series 2015R-2 Term Interest Rate Commencement Date, Bond Counsel will deliver the opinion in the form attached hereto as Appendix C-2. Such opinion only speaks to the effect of the issuance of the Series 2015R-2 Bonds on the tax-exempt status of the Bonds, but such opinion does not speak as to the current tax-exempt status of the interest on the Initial Bonds or the Series 2015R-2 Bonds. Bond Counsel expresses no opinion on the current status of the interest on the Bonds, although Bond Counsel observes that on December 22, 2017, H.R. 1 (Public Law 115-97), commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), was enacted into law. Section 12001 of the 2017 Tax Act amends the Code by repealing the federal corporate alternative minimum tax for taxable years beginning after December 31, 2017 and, accordingly, interest on the Bonds held by corporate taxpayers is not an item of tax preference under the Code for purposes of the federal corporate alternative minimum tax for their taxable years beginning after December 31, 2017.

In addition to the matters referred to in the preceding paragraphs, prospective purchasers of the Series 2015R-2 Bonds should be aware that the accrual or receipt of interest on the Series 2015R-2 Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences may depend upon the recipient’s particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences. Prospective purchasers of the Series 2015R-2 Bonds should consult their tax advisors regarding any possible collateral consequences with respect to the Series 2015R-2 Bonds.

Certain requirements and procedures contained or referred to in the Indenture, the Agreement, the Tax Agreement, and other relevant documents may be changed and certain actions may be taken or omitted subsequent to the date of issue, under the circumstances and subject to the terms and conditions set forth in such documents or certificates, upon the advice or with the approving opinion of a nationally recognized bond counsel. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds.

State Income Taxes

The Original Opinion stated that, under then-existing statutes, interest on the Bonds, including the profit made from their transfer or sale, is exempt from taxation within the State of Maine.

The Original Opinion did not express any opinion regarding any other state or local tax consequences related to the ownership or disposition of, or the receipt or accrual of interest on, the Bonds. Bond Counsel is not reissuing or updating the Original Opinion as part of the offering of the Series 2015R-2 Bonds, and the Original Opinion speaks only as of its date. Bond Counsel expresses no opinion regarding state or local tax consequences related to the ownership or disposition of, or the receipt or accrual of interest on, the Bonds.

Other Considerations

No assurance can be given that any future legislation, including amendments to the Code or the State income tax laws, regulations, administrative rulings, or court decisions, will not, directly or indirectly, cause interest on the Bonds to be subject to federal or State income taxation, or otherwise prevent Bondholders from realizing the full current benefit of the tax status of such interest. Further, no assurance can be given that the introduction or enactment of any such future legislation, or any judicial decision or action of the Internal Revenue Service or any State taxing authority, including, but not limited to, the promulgation of a regulation or ruling, or the selection of the Bonds for audit examination, or the course or result of any Internal Revenue Service examination of the Bonds or of obligations which present similar tax issues, will not affect the market price or marketability of the Bonds. For example, various legislative proposals would limit the extent of the exclusion from gross income of interest on obligations of states and political subdivisions under Section 103 of the Code (including the Bonds) for taxpayers whose income exceeds certain threshold levels. No prediction is made as to whether any such proposals will be enacted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters.

All quotations from and summaries and explanations of provisions of law do not purport to be complete, and reference is made to such laws for full and complete statements of their provisions.

ALL PROSPECTIVE PURCHASERS OF THE SERIES 2015R-2 BONDS SHOULD CONSULT WITH THEIR TAX ADVISORS IN ORDER TO UNDERSTAND THE IMPLICATIONS OF THE CODE AS TO THESE AND OTHER FEDERAL AND STATE TAX CONSEQUENCES OF PURCHASING OR HOLDING THE SERIES 2015R-2 BONDS.

On the Series 2015R-2 Term Interest Rate Commencement Date, Bond Counsel will deliver an opinion in the form attached hereto as Appendix C-2 to the effect that the issuance of the Series 2015R-2 Bonds (a) is authorized by the Indenture and (b) will not adversely affect the tax-exempt status of the Bonds.

STATE OF MAINE NOT LIABLE ON BONDS

The Bonds do not constitute any debt or liability of, or a pledge of the faith and credit of the Authority, the State of Maine, its political subdivisions or any municipality; the principal of, premium, if any, and interest on the Bonds are payable solely from the funds and revenues pledged for their payment in accordance with the Indenture. Nothing herein, in the Indenture or in the Bonds shall directly, indirectly or contingently obligate the Authority, the State of Maine, its political subdivisions or any municipality to levy or pledge any form of taxation or to make any appropriation for the payment of the Bonds.

NOTICE TO INVESTORS

(i) It is a Qualified Institutional Buyer or, if it is buying for an account for which it is acting as fiduciary or agent, such account is a Qualified Institutional Buyer;

(ii) It is acquiring such Series 2015R-2 Bonds for its own account or for not more than one account for which it is acting as fiduciary or agent in a minimum amount of not less than $100,000, in either case not with a view to any sale or distribution thereof, and has acknowledged on its own behalf or on behalf of any such account for which it is purchasing the Series 2015R-2 Bonds that the authorized denomination will be $100,000 or any integral multiple of $5,000 in excess thereof; and

(iii) It has been provided with access to such financial and other information as it has requested in connection with its decision to purchase any Series 2015R-2 Bonds.

CONTINUING DISCLOSURE

The Company entered into a Continuing Disclosure Undertaking, dated August 27, 2015 (the “Undertaking”) for the benefit of the Beneficial Owners of the Bonds, including the Series 2015R-2 Bonds, to send, or, where applicable, cause to be sent, certain information annually and to provide, or, where applicable, cause to be provided, notice of certain events to the Municipal Securities Rulemaking Board (the “MSRB”) through Electronic Municipal Market Access (“EMMA”) pursuant to the requirements of Section (b)(5) of Rule 15c2-12 (the “Rule”) adopted by the Securities Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information to be provided on an annual basis, the events that will be noticed on an occurrence basis and a summary of other terms of the Undertaking, including termination, amendment and remedies, are set forth below under “THE UNDERTAKING.”

A failure by the Company to comply with the Undertaking related to the Series 2015R-2 Bonds will not constitute an Event of Default under the Indenture or a Loan Default Event under the Agreement and Beneficial Owners of the Series 2015R-2 Bonds are limited to the remedies described in the Undertaking. See “THE UNDERTAKING—Consequences of Failure of the Company to Provide Information.” A failure by the Company to comply with the Undertaking must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Series 2015R-2 Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Series 2015R-2 Bonds and their market price.

Prior to June 2014, the Company failed to timely provide certain notices through EMMA that were required to be provided under its continuing disclosure undertakings related to the 2005 FAME Bonds ($21.4 million principal amount of Series 2005 R-2 Bonds, the “FAME 2005 Series R-2 Bonds”), the New Hampshire Bonds and the VEDA Bonds. Specifically, with respect to the FAME 2005 Series R-2 Bonds, the New Hampshire Bonds and the VEDA Bonds, the Company did not timely provide notice through EMMA of the filing with the SEC of its Annual Report on Form 10-K for the fiscal year ended April 30, 2013. In addition, with respect to the FAME 2005 Series R-2 Bonds, the Company did not provide timely notice through EMMA regarding (i) the filing with the SEC of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012, (ii) certain ratings changes (the “Ratings Changes”) related to the Company and the FAME 2005 Series R-2 Bonds, and (iii) the Company’s December 6, 2012 acquisition of Blow Bros. (d/b/a BBI Waste Industries and Bestway Disposal Services), which was reported on a Current Report on

Form 8-K filed with the SEC on December 10, 2012 (the “BBI Acquisition Disclosures”). The Company has now filed on EMMA all notices required pursuant to the undertakings related to the FAME 2005 Series R-2 Bonds, the VEDA Bonds and the New Hampshire Bonds and is in compliance with all three undertakings.

SEC Settlement

In April 2016, the Company submitted an Offer of Settlement (the “Settlement”) to the Securities and Exchange Commission (the “SEC”) in connection with its failure to disclose in official statements for two issuances of municipal securities in 2013 that it had not been in material compliance with a prior agreement to provide continuing disclosure.

In the Settlement, the Company consented to the entry of an Order (the “Order”), which was issued by the SEC on August 24, 2016, whereby the Company has agreed to cease and desist from committing or causing any violations of Section 17(a)(2) of the Securities Act of 1933, as amended. Pursuant to the Order, the Company has undertaken, among other things, to: (a) within 180 days of the entry of the Order, establish appropriate written policies and procedures and periodic training regarding continuing disclosure obligations to effect compliance with the federal securities laws, including designating an individual or officer of the Company responsible for ensuring compliance with such policies and procedures and responsible for implementing and maintaining a record (including attendance) of such training; (b) within 180 days of the entry of the Order, comply with existing continuing disclosure undertakings, including updating past delinquent filings if the Company is not currently in compliance with its continuing disclosure obligations; (c) disclose in a clear and conspicuous fashion the terms of the Settlement in any final official statement for an offering by the Company within five years of the institution of the proceedings; (d) certify, in writing, compliance with the undertakings set forth above; and (e) cooperate with any subsequent investigation by the SEC regarding the false statement(s) and/or material omission(s), including the roles of individuals and/or other parties involved.

THE UNDERTAKING

The following is a brief summary of certain provisions of the Undertaking of the Company and does not purport to be complete. The statements made under this caption are subject to the detailed provisions of the Undertaking, a copy of which is available upon request from the Company. Capitalized terms not defined herein shall have the meanings given to such terms in the Undertaking.

Annual Financial Information Disclosure

The Company covenants that it will disseminate or cause to be disseminated its Annual Financial Information and Audited Financial Statements to the MSRB, or any successor thereto or to the functions thereof as contemplated by the Undertaking, through EMMA. The Company is required to provide or cause to be provided such Annual Financial Information and Audited Financial Statements to the MSRB not later than 180 days after the close of the Company’s fiscal year commencing with the fiscal year ending December 31, 2015. So long as the Company is an SEC-reporting company, Annual Financial Information means the financial information and operating data of the type contained or incorporated by reference in the Company’s Annual Report on Form 10-K (or any successor form adopted by the SEC) and any exhibits thereto filed by the Company with the SEC, including its Audited Financial Statements, which may be provided by a cross reference to such filed reports. In the event the Company no longer files such reports, such information will include the Company’s audited financial statements, prepared in accordance with generally accepted accounting principles, and operating data generally of the type contained in the Company’s Annual Report on Form 10-K (or any successor form adopted by the SEC) under the headings “PROPERTIES,” “SELECTED CONSOLIDATED FINANCIAL DATA,” and “BUSINESS OPERATIONAL OVERVIEW.”

Significant Events Notification; Significant Events Disclosure

The Company covenants that it will disseminate or cause to be disseminated to the MSRB in a timely manner, not in excess of ten (10) business days after the occurrence of an Event, the disclosure of the occurrence of an Event (as described below) with respect to the Bonds. The “Events” are the following events with respect to the Bonds:

(1) principal and interest payment delinquencies;

(2) non-payment related defaults, if material;

(3) unscheduled draws on debt service reserves reflecting financial difficulties;

(4) unscheduled draws on credit enhancements reflecting financial difficulties;

(5) substitution of credit or liquidity providers, or their failure to perform;

(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

(7) modifications to the rights of Bondholders, if material;

(8) Bond calls, if material, and tender offers;

(9) defeasances;

(10) release, substitution or sale of property securing repayment of the Bonds, if material;

(11) rating changes;

(12) bankruptcy, insolvency, receivership or similar event of the Company;

(13) the consummation of a merger, consolidation, or acquisition involving the Company or the sale of all or substantially all of the assets of the Company, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(14) appointment of a successor or additional trustee or the change of name of a trustee, if material.

Consequences of Failure of the Company to Provide Information

The Company is required to give notice, or to cause notice to be given, in a timely manner to the MSRB through EMMA of any failure to provide disclosure of Annual Financial Information and Audited Financial Statements when the same are due under the Undertaking.

In the event of a failure of the Company to comply with any provision of the Undertaking, the Beneficial Owner of any Bond may seek mandamus or specific performance by court order to cause the Company to comply with its obligations under the Undertaking. A default under the Undertaking will not be

deemed an Event of Default under the Indenture or any other agreement or a Loan Default Event under the Agreement, and the sole remedy under the Undertaking in the event of any failure of the Company to comply with the Undertaking will be an action to compel performance.

Amendment; Waiver

Notwithstanding any other provision of the Undertaking, the Company may amend the Undertaking, and any provision of the Undertaking may be waived, if:

(i) The amendment or the waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Company, or type of business conducted;

(ii) In the opinion of parties unaffiliated with the Authority or the Company (such as the Trustee), the Undertaking, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances;

(iii) The amendment or waiver does not materially impair the interests of the Beneficial Owners of the Bonds, as determined either by parties unaffiliated with the Authority or the Company (such as the Trustee), or by an approving vote of Bondholders of a majority in aggregate principal amount of the Outstanding Bonds pursuant to the terms of the Indenture at the time of the amendment; and

(iv) The amendment or waiver is permitted by the Rule.

Termination of Undertaking and Suspension of Obligations

The Undertaking will be automatically terminated if the Company no longer has any legal liability for any obligation on or relating to repayment of the Bonds. The Company is required to give, or cause to be given, notice to the MSRB through EMMA in a timely manner if this paragraph is applicable. During any period in which the Bonds are exempt from, or for any reason are no longer subject to the continuing disclosure requirements of the Rule, the Company shall be under no obligation to comply with the continuing disclosure requirements of the Undertaking.

Additional Information

Nothing in the Undertaking is deemed to prevent the Company from disseminating any other information, using the means of dissemination set forth in the Undertaking or any other means of communication, or including any other information in any Annual Financial Information, Audited Financial Statements or notice of occurrence of an Event, in addition to that which is required by the Undertaking. If the Company chooses to include any information from any document or notice of occurrence of an Event in addition to that which is specifically required by the Undertaking, the Company has no obligation under the Undertaking to update such information or include it in any future disclosure or notice of occurrence of an Event.

The Company may satisfy the Undertaking by transmitting its Annual Financial Information, Audited Financial Statements or notices of Events to the MSRB through EMMA in an electronic format as prescribed by the MSRB. All documents provided by the Company to the MSRB shall be accompanied by identifying information as prescribed by the MSRB.

Dissemination Agent

The Company may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under the Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent.

LEGAL MATTERS

Legal matters incident to the offering of the Series 2015R-2 Bonds in a Term Interest Rate are subject to the legal opinion of Hinckley, Allen & Snyder LLP, Bond Counsel. Certain legal matters will be passed upon for the Company by Wilmer Cutler Pickering Hale and Dorr LLP, as counsel for the Company, and by in-house counsel to the Company. Certain legal matters will be passed upon for the Purchaser by Norton Rose Fulbright US LLP, as counsel for the Purchaser.

FINANCIAL ADVISOR

The Company has retained CTBH Partners LLC (the “Financial Advisor”) to serve as its financial advisor in connection with the drawdown of the Series 2015R-2 Bonds. The Financial Advisor has not independently verified any of the information contained in this Limited Offering Memorandum and makes no guarantee as to its completeness or accuracy. The Financial Advisor receives a fee from the Company for services rendered with respect to the sale of the Series 2015R-2 Bonds, a portion of which is contingent on the successful sale of the Series 2015R-2 Bonds.

CERTAIN RELATIONSHIPS

The Purchaser is an affiliate of Bank of America, N.A. (the “Bank”), which is a lender under the Senior Credit Facility. Hinckley, Allen & Snyder LLP and Wilmer Cutler Pickering Hale and Dorr LLP act as counsel to the Purchaser and certain of their affiliates in unrelated transactions.

In the ordinary course of their respective businesses, the Purchaser and certain of its affiliates have engaged, and may in the future engage, in investment banking or commercial banking transactions with the Company and its affiliates.

MISCELLANEOUS

The Authority has not participated in the preparation of this Limited Offering Memorandum and has not verified the accuracy or completeness of the information contained in this Limited Offering Memorandum except the information under the heading “AUTHORITY” and the information under the section entitled “LITIGATION – The Authority”.

The Appendices attached to this Limited Offering Memorandum are an integral part of this Limited Offering Memorandum and must be read together with this Limited Offering Memorandum.

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The execution and delivery of this Limited Offering Memorandum has been approved by the Company.

CASELLA WASTE SYSTEMS, INC.

By: Name: Edmond R. Coletta Title: Senior Vice President and Chief Financial Officer

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APPENDIX A

CASELLA WASTE SYSTEMS, INC.

The information contained herein as Appendix A to the Limited Offering Memorandum has been obtained from Casella Waste Systems, Inc. The Authority and the Purchaser make no representation as to the accuracy or completeness of such information.

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APPENDIX A

CASELLA WASTE SYSTEMS, INC.

The information provided in Appendix A has been provided by Casella Waste Systems, Inc. and no representation is made by the Authority or the Remarketing Agent as to its accuracy or completeness.

Casella Waste Systems, Inc. (the “Company,” and together with its subsidiaries and certain partially owned entities over which it has a controlling financial interest, the “Casella Companies”) is a regional, vertically-integrated solid waste services company. The Casella Companies provide resource management expertise and services to residential, commercial, municipal and industrial customers, primarily in the areas of solid waste collection and disposal, transfer, recycling and organic services. The Casella Companies provide integrated solid waste services in six states: Vermont, New Hampshire, New York, Massachusetts, Maine and Pennsylvania, with their headquarters located in Rutland, Vermont. As of January 31, 2018, the Casella Companies owned and/or operated 32 solid waste collection operations, 47 transfer stations, 18 recycling facilities, nine Subtitle D landfills, four landfill gas-to-energy facilities and one landfill permitted to accept construction and demolition materials.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at its principal offices at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. For information on the operation of the SEC’s Public Reference Room, call 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the SEC by the Company under the Exchange Act are incorporated by reference herein:

1. Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

2. Current Report on Form 8-K filed on March 14, 2018.

All documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act subsequent to the date of this Limited Offering Memorandum and during such period (not to exceed twenty- five days after the “end of the underwriting period,” as defined for purposes of paragraph (b)(4) of Rule 15c2- 12) as in the judgment of the Purchaser or the Authority, delivery of this Limited Offering Memorandum as it may be amended or supplemented is necessary or desirable in connection with sales of the Bonds by the Purchaser or any dealer or as otherwise may be required by applicable law or regulation, will be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents (other than Current Reports furnished under Item 2.02 or 7.01 of Form 8-K and material otherwise deemed to be furnished rather than filed with the SEC). Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Limited Offering Memorandum to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or

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supersedes such statement. Any such statement as modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Limited Offering Memorandum.

The Company hereby undertakes to provide without charge to each person to whom this Limited Offering Memorandum is delivered, upon written request of such person, a copy of any and all of the documents referred to above which have been or may be incorporated by reference herein, other than exhibits thereto (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed by facsimile to (802) 775-6198.

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APPENDIX B

SELECTED DEFINITIONS AND SUMMARY OF LEGAL DOCUMENTS

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APPENDIX B

SELECTED DEFINITIONS AND SUMMARY OF LEGAL DOCUMENTS

The following are brief summaries of certain provisions of the Indenture, the Agreement and the Guaranty, each dated as of August 1, 2015. These summaries do not purport to be comprehensive or definitive and are qualified in their entirety by reference to the full terms of the respective documents listed below. Capitalized terms not otherwise defined herein have the meaning specified in the respective document. DEFINITIONS

“Accountant” means any firm of independent certified public accountants selected by the Company and reasonably acceptable to the Trustee.

“Additional Bonds” means any Bonds (including a subseries of Bonds) issued under the Indenture.

“Additional Payments” means the payments required to be made by the Company pursuant to certain sections of the Agreement relating to (i) fees and expenses incurred in connection with the Bonds, the Agreement, the Indenture and the Tax Agreement; (ii) fees and expenses upon enforcement of the Agreement in accordance with the section of the Agreement relating to attorney’s fees and expenses; and (iii) indemnification.

“Administrative Fees and Expenses” means the reasonable and necessary expenses incurred by the Authority pursuant to the Agreement or the Indenture and the compensation and reasonable expenses paid to or incurred by the Trustee, the Tender Agent, the Bond Registrar, the Remarketing Agent and/or any Paying Agent under the Agreement or the Indenture, which include but are not limited to printing of Bonds, accomplishing transfers or new registration of Bonds, or other charges and other disbursements, including those incurred in and about the administration and execution of the Agreement and the Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.

“Alternate Letter of Credit” means an alternate irrevocable letter of credit, including, if applicable, a confirming letter of credit, or similar credit facility issued by a commercial bank, savings institution or other financial institution, the terms of which will in all material respects be the same as those of the Letter of Credit then in effect, delivered to the Trustee pursuant to the Agreement.

“Approving Opinion” means an opinion of Bond Counsel that an action being taken (i) is authorized by the Indenture, and (ii) will not adversely affect the Tax-exempt status of the Bonds.

“Authorized Denomination” means $100,000 or any integral multiple of $5,000 above that amount.

“Authorized Representative” means (i) with respect to the Company, the person or persons at the time designated to act on behalf of the Company by a written certificate signed by the Company, furnished to the Trustee, the Credit Provider, if any, and the Authority, containing the specimen signature of each such person and (ii) with respect to the Credit Provider, if any, the person or persons at the time designated to act on behalf of the Credit Provider by a written certificate signed by the Credit Provider, furnished to the Trustee, the Company and the Authority, containing the specimen signature of each such person.

“Available Moneys” means (1) moneys derived from drawings under the Letter of Credit, or (2) moneys provided by the Company held by the Trustee in funds and accounts established under the Indenture (except the Rebate Fund or the account described in that section of the Indenture relating to unclaimed

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moneys) and subject to the lien of the Indenture for a period of at least 123 days and not commingled with any moneys so held for less than said period and during and prior to which period no petition in bankruptcy was filed by or against, and no receivership, insolvency, assignment for the benefit of creditors or other similar proceeding has been commenced by or against the Company or the Authority, or (3) remarketing proceeds and proceeds of obligations issued to refund all or a portion of the Bonds, or (4) investment income derived from the investment of moneys described in clause (2) so long as (A) investments of such moneys are in Investment Securities rated by the Rating Agency in any of the two-highest long-term rating categories without regard to modifiers or, if applicable, in the highest short-term rating category without regard to modifiers and (B) with respect to such investment income there has been delivered to the Trustee an opinion of nationally recognized bankruptcy counsel to the effect that the use of such amounts for such purpose would not constitute a voidable preference under Section 547 of the Bankruptcy Code should the Company or the Authority become the debtor in a case under the Bankruptcy Code.

“Bank Bonds” means Bonds purchased with moneys obtained by a drawing on the Letter of Credit.

“Bankruptcy Code” means Title 11 of the United States Code, as amended, and any successor statute or statutes having substantively the same function.

“Beneficial Owners” means those individuals, partnerships, corporations or other entities for whom the Direct Participants have caused DTC to hold Book-Entry Bonds.

“Bond Counsel” means any attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America and reasonably acceptable to the Authority and the Trustee, but does not include counsel for the Company.

“Bondholder” See “Holder.”

“Book-Entry Bonds” means the Bonds registered in the name of the nominee of DTC, or any successor securities depository for such Bonds, as the registered owner thereof pursuant to the terms and provisions of the Indenture.

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which commercial banks in New York, New York, or the city or cities in which the Corporate Trust Office of the Trustee or the Tender Agent or, if applicable, the office of the Credit Provider at which demands for payment under the Letter of Credit are to be presented are authorized or required by law to close, (iii) a day on which the New York Stock Exchange is closed, or (iv) if a Letter of Credit is in effect, any day not a Business Day as defined in the Letter of Credit or the Reimbursement Agreement.

“Capital Lease” means a lease under which the Company is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

“Capital Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Certificate,” “Statement,” “Request,” “Requisition” or “Order” of the Authority, the Company or the Credit Provider means, respectively, a written certificate, statement, request, requisition or order signed in

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the name of the Authority by the Chief Executive Officer or such other person as may be designated and authorized to sign for the Authority (as evidenced by a certificate furnished to the Trustee and the Company), or in the name of the Company by an Authorized Representative of the Company or on behalf of the Credit Provider by an Authorized Representative of the Credit Provider, as applicable. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined are to be read and construed as a single instrument. If and to the extent required by the Indenture, each such instrument will include the statements provided for in the Indenture.

“Continuing Director” when used in the definition of “Change of Control”, means, as of any date of determination, any member of the board of directors of the Company who:

(a) was a member of such board of directors on the date of the Agreement; or

(b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Conversion Date” means each date on which the Interest Rate Period for the Bonds is converted from one type of Interest Rate Period to another type of Interest Rate Period and from a Term Interest Rate Period to another Term Interest Rate Period (including a Term Interest Rate Period of the same duration).

“Corporate Trust Office” means, (i) with respect to the Trustee, the principal corporate trust office of the Trustee at 190 South LaSalle Street, 10th Floor, Chicago, Illinois 60603, Attention: Corporate Trust Services, or such other office designated by the Trustee from time to time by notice to the Authority, the Company, the Credit Provider, if any, and the Remarketing Agent, and (ii) with respect to the Tender Agent if other than the Trustee, such office designated by the Tender Agent to the Authority, the Company, the Remarketing Agent and the Credit Provider, if any, as its Corporate Trust Office.

“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the Authority, the Credit Provider, if any, or the Company and related to the authorization, issuance, sale and delivery of the Bonds, including but not limited to costs of preparation and reproduction of documents, printing expenses, filing and recording fees, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, fees and charges for preparation, execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds which constitutes a “cost of issuance” within the meaning of Section 147(g) of the Code.

“Costs of Issuance Fund” means the fund by that name established pursuant to the Indenture.

“Costs of the Project” means the sum of the items, or any such item, authorized to be paid from the Project Fund pursuant to the Agreement, but does not include any Costs of Issuance.

“Credit Provider” means any commercial bank, savings association or other financial institution issuing a Letter of Credit complying with the Agreement.

“Daily Interest Rate” means a variable interest rate on the Bonds established daily in accordance with the Indenture.

“Daily Interest Rate Period” means each period during which Daily Interest Rates are in effect.

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“Dated Date” means, with respect to the Initial Bonds, August 27, 2015 and with respect to any Additional Bonds, the date of delivery of such Additional Bonds.

“Designation of Bond” means the form of Designation of Bond, in the form attached to the Indenture, pursuant to which Additional Bonds may be issued in order to provide for the payment of Costs of the Project.

“Determination of Taxability” means a determination that, due to the untruth or inaccuracy of any representation or warranty made by the Company in the Agreement or the breach of any covenant or warranty of the Company contained in the Agreement, interest on the Bonds, or any of them, is determined not to be Tax-exempt by (i) a final administrative determination of the Internal Revenue Service or a final judicial decision of a court of competent jurisdiction in a proceeding of which the Company received notice and in which the Company was afforded an opportunity to participate to the full extent permitted by law or (ii) an opinion of Bond Counsel obtained by the Company and delivered to the Trustee. A determination or decision will not be considered final for purposes of the preceding sentence unless (A) the Authority or the holder or holders of the Bonds involved in the proceeding in which the issue is raised (i) has given the Company and the Trustee prompt written notice of the commencement thereof, and (ii) has offered the Company the opportunity to control the proceeding; provided the Company agrees to pay all expenses in connection therewith and to indemnify such holder or holders against all liability for such expenses (except that any such holder may engage separate counsel, and the Company will not be liable for the fees or expenses of such counsel); and (B) such proceeding is not subject to a further right of appeal or has not been timely appealed.

“Direct Participants” means those broker-dealers, banks and other financial institutions from time to time for which DTC holds the Bonds as securities depository.

“Disqualified Capital Stock” when used in the definition of “Change of Control”, means any class or series of capital stock of any Person that by its terms or otherwise is

(a) required to be redeemed or is redeemable at the option of the holder of such class or series of capital stock at any time on or prior to the date that is 91 days after the final stated maturity of the principal of the Bonds; or

(b) convertible into or exchangeable at the option of the holder thereof for capital stock referred to in clause (a) above or indebtedness having a scheduled maturity on or prior to the date that is 91 days after the final stated maturity of the principal of the Bonds.

Notwithstanding the preceding sentence, any capital stock that would constitute Disqualified Capital Stock solely because the holders of the capital stock have the right to require the issuer thereof to repurchase such capital stock upon the occurrence of a “change of control” or “asset sale” will not constitute Disqualified Capital Stock if such requirement only becomes operative after compliance with such terms applicable to the Bonds, including the purchase of any Bonds tendered pursuant thereto.

“Excluded Moneys” means the right of the Authority to receive any Additional Payments to the extent payable to the Authority under certain sections specified in the Agreement.

“GAAP” means generally accepted accounting principles as in effect on the date of the Financing Agreement as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

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“Government Obligations” means the following:

(A) bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations on which the full and timely payment of principal and interest is fully and unconditionally guaranteed by, the United States of America; and

(B) evidences of direct ownership of a proportionate or individual interest in future interest or principal payments on specified direct obligations of, or obligations for which the full and timely payment of the principal of and interest is unconditionally guaranteed by, the United States of America, which obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state thereof in the capacity of custodian in form and substance satisfactory to the Trustee.

“Guarantors” means each of the Subsidiaries of the Company that is a borrower (other than the Company) or guarantor under the Senior Secured Loan Agreement or the Senior Subordinated Note Indenture and is a signatory to the Guaranty; and, if the Senior Secured Loan Agreement and the Senior Subordinated Notes Indenture have been terminated, each other Subsidiary of the Company that executes the Guaranty in accordance with the provisions of the Agreement; and their respective successors and assigns, and in each case, until such Subsidiary is released from the Guaranty in accordance with the provisions of the Guaranty.

“Guaranty” or “Guaranty Agreement” means (i) that certain Guaranty Agreement, dated as of August 1, 2015, executed by the Guarantors in favor of the Trustee relating to the Bonds during the Term Interest Rate Period, as originally executed and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof and of the Agreement, and (ii) any other guaranty agreement executed by the Guarantors in favor of the Trustee relating to the Bonds (or any subseries thereof) bearing interest at a Term Interest Rate.

“Holder” or “Bondholder,” or “Owner,” whenever used with respect to a Bond, means the person in whose name such Bond is registered.

“Initial Bonds” means the Authority’s Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2015, issued in the initial principal amount of $15,000,000.

“Interest Account” means the account by that name in the Bond Fund established pursuant to the Indenture.

“Interest Payment Date” means (i) the first Business Day of each month during a Daily Interest Rate Period or a Weekly Interest Rate Period, (ii) with respect to the initial Term Interest Rate Period, February 1 and August 1 of each year until the end of such Term Interest Rate Period, commencing February 1, 2016, (iii) with respect to any other Term Interest Rate Period, the first day of the calendar month that is six calendar months after the beginning of such Term Interest Rate Period and the first day of the calendar month every six months after each such payment date thereafter until the end of such Term Interest Rate Period, (iv) each Conversion Date and (v) the Principal Payment Date.

“Interest Period” means the period from and including any Interest Payment Date to and including the day immediately preceding the next following Interest Payment Date, except that the first Interest Period will be the period from and including the date of the first authentication and delivery of the Bonds to and including the day immediately preceding the first Interest Payment Date relating to the Bonds, which is February 1, 2016.

“Interest Rate Period” means any of a Daily Interest Rate Period, a Weekly Interest Rate Period or a Term Interest Rate Period.

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“Investment Securities” means any of the following securities (other than those issued by the Authority or the Company):

(A) Government Obligations;

(B) bonds, notes or other obligations of any state of the United States or any political subdivision of any state, which at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service;

(C) certificates of deposit or time or demand deposits constituting direct obligations of any bank, bank holding company, savings and loan association or trust company organized under the laws of the United States or any state thereof (including the Trustee or any of its affiliates), except that investments may be made only in certificates of deposit or time or demand deposits which are:

(1) insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation, or any other similar United States Government deposit insurance program then in existence; or

(2) continuously and fully secured by Government Obligations, which have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time or demand deposits; or

(3) issued by a bank, bank holding company, savings and loan association or trust company under the laws of the United States or any state thereof (including the Trustee or any of its affiliates) whose outstanding unsecured long-term debt is rated at the time of issuance in either of the two highest rating categories by a nationally recognized Rating Agency;

(D) repurchase agreements with any bank, bank holding company, savings and loan association, trust company or other financial institution organized under the laws of the United States of America or any state thereof (including the Trustee or any of its affiliates), that are continuously and fully secured by Government Obligations and which have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreements, provided that each such repurchase agreement conforms to current industry standards as to form and time, is in commercially reasonable form, is for a commercially reasonable period, results in transfer of legal title to identified Government Obligations which are segregated in a custodial or trust account for the benefit of the Trustee, and further provided that Government Obligations acquired pursuant to such repurchase agreements are to be valued at the lower of the then current market value thereof or the repurchase price thereof set forth in the applicable repurchase agreement;

(E) investment agreements constituting an obligation of a bank, bank holding company, savings and loan association, trust company, insurance company or other financial institution whose outstanding unsecured short-term debt is rated at the time of such agreement in the highest rating category by a nationally recognized Rating Agency or whose outstanding unsecured long-term debt is rated at the time of such agreement in either of the two highest rating categories by a nationally recognized Rating Agency;

(F) short term discount obligations of the Federal National Mortgage Association and the Government National Mortgage Association;

(G) money market mutual funds (1) that invest in Government Obligations or that are registered with the Securities and Exchange Commission, meeting the requirements of Rule 2a-7 under the Investment

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Company Act of 1940, as amended, and (2) that are rated in either of the two highest categories by a nationally recognized Rating Agency;

(H) commercial paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by Moody’s, S&P, or Fitch, Inc. (“Fitch”), provided that the corporation that issues the commercial paper shall be organized and operating within the United States, shall have total assets in excess of five hundred million dollars ($500,000,000), and shall issue debt, other than commercial paper, if any, that is rated “A” or higher by Moody’s, S&P, or Fitch, and provided further that eligible commercial paper shall have a maximum maturity of 270 days or less; and

(I) such other investments permitted by law and approved in writing by the Credit Provider, if any.

“Issuance Date” means, with respect to the Initial Bonds, August 27, 2015.

“Letter of Credit” means (i) an irrevocable letter of credit meeting the requirements of the Agreement; and (ii) in the event of delivery of an Alternate Letter of Credit, such Alternate Letter of Credit.

“Letter of Credit Account” means the account by that name in the Bond Fund established pursuant to the Indenture.

“Loan Default Event” means any one or more of the events specified in Section 7.1 of the Agreement.

“Loan Payments” means the loan repayments required to be made by the Company pursuant to Section 4.2(a) and Section 5.13 of the Agreement.

“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation is dissolved or liquidated or no longer performs the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Company, with the approval of the Remarketing Agent.

“Net Proceeds” means the proceeds from insurance with respect to the Project, less any costs reasonably expended by the Company to receive such proceeds.

“Opinion of Counsel” means a written opinion of counsel (who may be counsel for the Company) selected by the Company and reasonably acceptable to the Trustee and the Authority. If and to the extent required by the provisions of the Indenture, each Opinion of Counsel will include the statements provided for in the Indenture.

“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of the Indenture) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under the Indenture except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds with respect to which liability of the Authority has been discharged in accordance with the Indenture, including Bonds (or portions of Bonds) referred to in the Indenture; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds have been authenticated and delivered by the Trustee pursuant to the Indenture.

“Paying Agent” means the Paying Agent described in the Indenture.

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“Person” means (i) when used in the Guaranty or in the definition of “Change in Control”, an individual, partnership, corporation, limited liability company, firm, association, joint stock company, unincorporated organization, trust, bank, trust company, land trust, business trust or other enterprise or joint venture, or a governmental agency or political subdivision thereof or other entity, and (ii) when used in the Indenture or the Agreement, an individual, corporation, firm, association, limited liability company, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

“Principal Account” means the account by that name in the Bond Fund established pursuant to the Indenture.

“Principal Payment Date” means, with respect to the Initial Bonds, August 1, 2035 (which is the maturity date of the Initial Bonds), and, with respect to any Additional Bonds, the principal payment date(s) set forth in the Designation of Bond relating thereto.

“Project Fund” means the fund by that name established pursuant to the Indenture.

“Purchase Date” means the date on which any Bond is required to or may be purchased pursuant to the Indenture.

“Purchase Price” means that amount equal to 100% of the principal amount of any Bond purchased pursuant to the Indenture, plus accrued and unpaid interest thereon to but not including the Purchase Date.

“Purchaser” means with respect to the Bonds, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and its respective successors in such office under the Indenture.

“Rating Agency” means Moody’s, if Moody’s is then rating the Bonds, and S&P, if S&P is then rating the Bonds, or any other nationally recognized securities rating agency selected by the Company, with the approval of the Remarketing Agent.

“Rebate Fund” means the fund by that name created pursuant to the Indenture.

“Record Date” means (1) the Business Day immediately preceding the applicable Interest Payment Date during a Daily Interest Rate Period or Weekly Interest Rate Period, and (2) the day, whether or not a Business Day, which is the fifteenth day of the month prior to an Interest Payment Date during any Term Interest Rate Period.

“Redemption Account” means the account by that name established in the Bond Fund pursuant to the Indenture.

“Reimbursement Agreement” means any agreement, as originally executed or as it may from time to time be supplemented, modified or amended, of the Company with a Credit Provider setting forth the obligations of the Company to such Credit Provider arising out of any payments under a Letter of Credit or any Alternate Letter of Credit, and which provides that it shall be deemed a Reimbursement Agreement for the purpose of the Indenture.

“Remarketing Agent” means with respect to the Bonds, Merrill Lynch, Pierce, Fenner & Smith Incorporated and its respective successors, in such office under the Indenture.

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“Remarketing Agreement” means the Remarketing Agreement dated as of August 1, 2015, between the Company and the Remarketing Agent or the agreement or instrument pursuant to which a successor to the Remarketing Agent shall perform its services.

“Revenues” means all amounts received by the Authority or the Trustee for the account of the Authority pursuant or with respect to the Agreement, or, if applicable, the Letter of Credit and the Guaranty, including, without limiting the generality of the foregoing, Loan Payments (including both timely and delinquent payments and any late charges, paid from whatever source), prepayments, insurance proceeds, condemnation proceeds, and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to the Indenture, but not including payments to the Authority, the Trustee or other parties pursuant to certain provisions of the Agreement (including without limitation any Administrative Fees and Expenses, or any moneys paid for deposit into the Rebate Fund), and not including Purchase Price Payments.

“S&P” means Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc., its successors and their assigns, or, if such entity is dissolved or liquidated or no longer performs the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Company, with the approval of the Remarketing Agent.

“Senior Secured Loan Agreement” means that certain Loan and Security Agreement dated as of February 27, 2015, among the Company, certain subsidiaries of the Company named therein as borrowers, and Bank of America, N.A., as agent, and the lenders from time to time party thereto, as amended, restated or refinanced from time to time, including any agreement or agreements extending the maturity of or increasing the amount of indebtedness outstanding or available to be borrowed thereunder, and any successor or replacement agreement.

“Subsidiary” means, with respect to any Person:

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Supplemental Indenture” means any indenture duly authorized and entered into between the Authority and the Trustee, supplementing, modifying or amending the Indenture; but only if and to the extent that such Supplemental Indenture is specifically authorized under the Indenture.

“Surplus Account” means the account established within the Bond Fund pursuant to the Indenture.

“Tax Agreement” means that certain Tax Certificate and Agreement between the Company and the Authority dated the Issuance Date pertaining to the Bonds.

“Tax-exempt” means, with respect to interest on any obligations of a state or local government, including the Bonds, that such interest is excluded from gross income for federal income tax purposes (other than in the case of a Holder of any Bonds who is a substantial user of the Project or a related person within the meaning of Section 147(a) of the Code) whether or not such interest is includable as an item of tax preference

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or otherwise includable directly or indirectly for purposes of calculating tax liabilities, including any alternative minimum tax or environmental tax, under the Code.

“Tender Agent” means initially the Trustee and any successor tender agent appointed pursuant to the Indenture.

“Term Interest Rate” means a non-variable interest rate on the Bonds established in accordance with the Indenture.

“Term Interest Rate Period” means each fixed period of time during which a Term Interest Rate is in effect.

“Unassigned Authority Rights” means all of the rights of the Authority under the Agreement (i) to receive the Authority’s service charge; (ii) to receive additional payments in accordance with the section of the Agreement relating to fees and expenses incurred in connection with the Bonds, the Agreement and the Indenture; (iii) to be held harmless and indemnified in accordance with the section of the Agreement relating to indemnification; (iv) to be reimbursed for fees and expenses upon enforcement of the Agreement in accordance with the section of the Agreement relating to attorney’s fees and expenses; (v) to receive notices in accordance with the section of the Agreement relating to notices; and (vi) to give and withhold consent to amendments, changes, modifications and alterations of the Agreement under the section of the Agreement relating to amendments, changes and modifications of the Agreement and its right to enforce all such rights.

“U.S. Legal Tender” means any such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

“Variable Interest Rate” means the Daily Interest Rate and the Weekly Interest Rate.

“Variable Interest Rate Period” means each period during which a Variable Interest Rate is in effect.

“Voting Stock” of any Person as of any date, when used in the definition of “Change of Control”, means the capital stock of such Person that is entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of such Person.

“Weekly Interest Rate” means a variable interest rate on the Bonds established weekly in accordance with the Indenture.

“Weekly Interest Rate Period” means each period during which Weekly Interest Rates are in effect.

THE INDENTURE

The following is a brief summary of certain provisions of the Indenture. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE OR DEFINITIVE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE INDENTURE, COPIES OF WHICH ARE ON FILE WITH THE TRUSTEE.

Project Fund

Under the Indenture, the Trustee established the Project Fund. The moneys in the Project Fund will be held by the Trustee in trust and applied to the payment and/or reimbursement of the Costs of the Project.

Before each payment is made from the Project Fund by the Trustee, there is required to be filed with the Trustee a requisition conforming with the requirements of the Indenture and the Agreement.

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Each such requisition will be sufficient evidence to the Trustee of the facts stated therein and the Trustee will have no duty to confirm the accuracy of such facts. Upon receipt of each such requisition, signed by an Authorized Representative of the Company, the Trustee will pay the amount set forth therein as directed by the terms thereof.

Upon the receipt by the Trustee of a certificate conforming with the requirements of the Agreement, and after payment of costs payable from the Project Fund or provision having been made for payment of such costs not yet due by retaining such costs in the Project Fund or otherwise as directed in such certificate, the Trustee is required to transfer any remaining balance in the Project Fund into a separate account within the Bond Fund, which the Trustee will establish and hold in trust, and which is to be entitled the “Surplus Account.” The moneys in the Surplus Account will be used and applied at the written direction of the Company (unless some other application of such moneys is requested by the Company and would not, in the opinion of Bond Counsel, cause interest on the Bonds to become no longer Tax-exempt) for the following purposes in the following order: (1) for transfer to the Credit Provider to pay the redemption price of any Bank Bonds then outstanding; (2) to reimburse the Credit Provider with respect to any unreimbursed draw on the Letter of Credit made for the redemption of Bonds in Authorized Denominations, to the maximum degree permissible, and at the earliest possible dates at which the Bonds can be redeemed pursuant to the Indenture; or (3) to redeem Bonds in Authorized Denominations to the maximum degree permissible, and at the earliest possible dates at which the Bonds can be redeemed pursuant to the Indenture. Notwithstanding certain provisions of the Indenture, the moneys in the Surplus Account are to be invested at the written instruction of the Company at a yield no higher than the yield on the Outstanding Bonds (unless in the opinion of Bond Counsel investment at a higher yield would not cause interest on the Bonds to become no longer Tax- exempt), and all such investment income is to be deposited in the Surplus Account and expended or reinvested as described above.

In the event of redemption of all the Bonds pursuant to the provisions of the Indenture or an Event of Default which causes acceleration of the Bonds, any moneys then remaining in the Project Fund are to be transferred to the Bond Fund and all moneys in the Bond Fund are to be used to reimburse the Credit Provider for draws on the Letter of Credit so used to redeem Bonds or to redeem Bonds if there is no Letter of Credit.

Costs of Issuance Fund

The Trustee established under the Indenture the Costs of Issuance Fund (the “Costs of Issuance Fund”). The moneys in the Costs of Issuance Fund are to be held by the Trustee in trust and applied to the payment of Costs of Issuance of the Bonds, upon a requisition filed with the Trustee, signed by an Authorized Representative of the Company. Any money remaining in the Costs of Issuance Fund six months following the Issuance Date is to be transferred to the Project Fund.

Pledge and Assignment; Bond Fund

(A) Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Revenues and any other amounts (including proceeds of the sale of Bonds but excluding Additional Payments and Administrative Fees and Expenses) held in any fund or account established pursuant to the Indenture (except the Rebate Fund) have been pledged to secure any amounts due from the Company for the full payment of the principal of, premium, if any, Purchase Price of and interest on the Bonds in accordance with the terms and the provisions of the Indenture and thereafter to secure the Credit Provider pursuant to the Reimbursement Agreement with respect to any Letter of Credit. Notwithstanding any other provision of the Indenture, moneys in the account created therein into which Purchase Price payments on Bonds not presented for purchase are to be deposited will be held solely for the benefit of the former holders of Bonds as provided therein. Said pledge will constitute a

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lien on and security interest in such assets and will be fully effective and perfected from the date of execution of the Indenture.

(B) The Authority will transfer in trust, and assign to the Trustee, for the benefit of the Holders from time to time of the Bonds and the Credit Provider, if any, to the extent of its interest therein, all of the Revenues and other assets pledged under the Indenture and described in (A) immediately above and all of the right, title and interest of the Authority in the Agreement (except for the right to receive any Additional Payments to the extent they constitute Excluded Moneys and Unassigned Authority Rights), and any rights of the Authority to indemnification and receipt of notices and rights of inspection and consent. The Trustee will be entitled to and will collect and receive all of the Revenues (except Excluded Moneys), and any such Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will be paid by the Authority to the Trustee. The Trustee also shall be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the Company under the Agreement or, if applicable, of the Guarantor under the Guaranty, except Unassigned Authority Rights (unless the Trustee has received the prior written consent of the Authority) and rights to indemnification and receipt of notices and rights of inspection and consent.

(C) All Revenues (except Excluded Moneys) will be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the Bond Fund which the Trustee will establish, maintain and hold in trust. Except as otherwise provided in the Indenture, all moneys received by the Trustee and required to be deposited in the Redemption Account will be promptly deposited in the Redemption Account, which the Trustee will establish, maintain and hold in trust as provided in the Indenture. All Revenues deposited with the Trustee will be held, disbursed, allocated and applied by the Trustee only as provided in the Indenture.

(D) Any amount held by the Trustee in the Bond Fund on the due date for a Loan Payment under the Agreement will be credited against the installment due on such date to the extent available for such purpose under the terms of the Indenture and the Agreement.

Allocation of Revenues

On or before any date on which interest or principal (whether at maturity, or by redemption or acceleration) is due, the Trustee will transfer funds from the Bond Fund and deposit into the following respective accounts (each of which the Trustee is directed and agrees to establish and maintain within the Bond Fund), the following amounts, in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:

First: to the Interest Account, the aggregate amount of interest becoming due and payable on the next succeeding Interest Payment Date or date of redemption of all Bonds then Outstanding, until the balance in said account is equal to said aggregate amount of interest.

Second: to the Principal Account, the amount paid by the Company and designated as or attributable to principal on the Bonds in the most recent Loan Payment equal to the aggregate amount of principal due on the next succeeding Interest Payment Date.

Third: to the Redemption Account, the aggregate amount of principal and premium next coming due by acceleration or by redemption permitted or required under the Indenture, or any portion thereof paid by the Company.

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Priority of Moneys in Bond Fund; Letter of Credit

Funds for the payment of the principal or redemption price of and interest on the Bonds will be derived from the following sources in the order of priority indicated in each of the accounts in the Bond Fund; provided however, that amounts in the respective accounts in the Bond Fund will be used to pay when due (whether upon redemption, purchase, acceleration, Interest Payment Date, maturity or otherwise) the principal or redemption price of and interest on the Bonds held by Holders other than the Credit Provider or the Company prior to the payment of the principal and interest on the Bonds held by the Credit Provider or the Company:

(i) moneys paid into the Letter of Credit Account of the Bond Fund from a draw by the Trustee under the Letter of Credit;

(ii) moneys paid into the Interest Account, if any, representing accrued interest received at the initial sale of the Bonds and proceeds from the investment thereof which are to be applied to the payment of interest on such Bonds;

(iii) moneys paid into the Bond Fund pursuant to the Indenture and proceeds from the investment thereof, which, while a Letter of Credit is then in effect, constitute Available Moneys;

(iv) any other moneys (other than from draws on a Letter of Credit) paid into and deposited in the Bond Fund and proceeds from the investment thereof, which, while the Letter of Credit is then in effect, constitute Available Moneys;

(v) any other moneys paid into and deposited in the Bond Fund by the Company and proceeds from the investment thereof, which are not Available Moneys; and

(vi) any other moneys paid into and deposited in the Bond Fund by the Guarantor, if applicable, and proceeds from the investment thereof, which are not Available Moneys.

Letter of Credit Account

The Trustee will create within the Bond Fund a separate account called the “Letter of Credit Account,” into which all moneys drawn under the Letter of Credit will be deposited and disbursed. Neither the Company nor the Authority will have any rights to or interest in the Letter of Credit Account. The Letter of Credit Account will be established and maintained by the Trustee and held in trust apart from all other moneys and securities held under the Indenture or otherwise, and over which the Trustee will have the exclusive and sole right of withdrawal for the exclusive benefit of the Holders of the Bonds with respect to which such drawing was made. No moneys from the Letter of Credit Account may in any circumstance be used to pay principal or interest on any Bank Bonds or any Bonds owned by or for the account of the Company.

When notified by the Company in writing of the intent to create Available Moneys, the Trustee will establish within the Interest Account, Principal Account or Redemption Account one or more subaccounts to facilitate the calculation of the aging of moneys deposited with the Trustee until they become Available Moneys.

(A) (i) The Trustee will draw moneys under the Letter of Credit in accordance with the terms thereof in an amount necessary to make timely payments of principal of, premium, if any, and interest on the Bonds, other than Bonds owned by or for the account of the Company or the Credit Provider, on each Interest Payment Date and when due whether at maturity, redemption, acceleration or otherwise. In addition,

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the Trustee will draw moneys under the Letter of Credit in accordance with the terms thereof to the extent necessary to make timely payments of the Purchase Price required to be made pursuant to, and in accordance with, the Indenture.

(ii) Immediately after making a drawing under the Letter of Credit which has been honored, the Trustee will reimburse the Credit Provider for the amount of the drawing using moneys, if any, contained in:

(a) the Interest Account, if the drawing was to pay interest on the Bonds;

(b) the Principal Account, if the drawing was to pay principal on the Bonds; and

(B) If at any time there is delivered to the Trustee an Alternate Letter of Credit pursuant to the Agreement, then the Trustee will accept such Alternate Letter of Credit and promptly surrender the then held Letter of Credit to the Credit Provider, in accordance with the terms of such Letter of Credit, for cancellation, and will promptly take all actions requested by the Credit Provider to convey to the Credit Provider or otherwise relinquish all of its right, title and interest in any security held jointly by the Credit Provider and the Trustee. If at any time there ceases to be any Bonds Outstanding under the Indenture, the Trustee will promptly surrender the Letter of Credit to the Credit Provider, in accordance with the terms of the Letter of Credit, for cancellation. The Trustee will comply with the procedures set forth in the Letter of Credit relating to the termination thereof.

(C) If at any time the Trustee has made a proper drawing on the Letter of Credit for principal of, premium, if any, or interest due on the Bonds, and the Credit Provider has failed to make payment within the time specified in the Letter of Credit or the Letter of Credit has been repudiated, the Trustee shall immediately notify the Company and request payment of the amount due pursuant to the Agreement in immediately available funds by 2:45 p.m. on the Bond Payment Date. With respect to any portion of the Bonds that have been guaranteed by the Guarantors pursuant to the Guaranty, if no Letter of Credit is in effect with respect to such subseries of Bonds and the Trustee does not receive sufficient funds from the Company pursuant to the Agreement to pay the principal of, or premium, if any, or interest due on such Bonds, the Trustee shall immediately notify the Guarantor by telephone promptly confirmed in writing and request payment of the amount due pursuant to the Guaranty.

Letter of Credit

The Trustee shall hold and maintain any Letter of Credit for the benefit of the Bondholders identified therein until (i) the Letter of Credit expires in accordance with its terms, (ii) the Letter of Credit is terminated and replaced with a Guaranty. Prior to the commencement of any Interest Rate Period for any Bonds (or subseries thereof) for which a Letter of Credit will not be in effect, the Company shall furnish to the Trustee an Approving Opinion. The Trustee will diligently enforce all terms, covenants and conditions of the Letter of Credit, including payment when due of any draws on the Letter of Credit, and the provisions relating to the payment of draws on, and reinstatement of amounts that may be drawn under, the Letter of Credit, and will not consent to, agree to or permit any amendment or modification of the Letter of Credit which would materially adversely affect the rights or security of the Holders of the Bonds that bear interest at a Variable Interest Rate. If at any time during the term of the Letter of Credit any successor Trustee is appointed and qualified under the Indenture, the resigning or removed Trustee will request that the Credit Provider transfer the Letter of Credit to the successor Trustee. If the resigning or removed Trustee fails to make this request, the successor Trustee will do so before accepting appointment. When the Letter of Credit expires in

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accordance with its terms or is replaced by an Alternate Letter of Credit, the Trustee will immediately surrender the Letter of Credit to the Credit Provider.

To the extent that any payment has been made to a Bondholder with funds provided by a draw upon the Letter of Credit for which the Credit Provider has not been reimbursed pursuant to the Reimbursement Agreement, the following provisions shall apply notwithstanding any other provision of the Indenture to the contrary. The Credit Provider shall be subrogated to the rights of such Bondholder. Any such payment shall not extinguish any payment obligation to the Bondholder, but shall effect a purchase by the Credit Provider of the payment right of the Bondholder, and the Credit Provider shall be considered a Bondholder with respect thereto. To the extent that any such payment is made to pay principal on a Bond, such Bond shall be registered in the name of the Credit Provider on the registration books of DTC, with respect to Book-Entry Bonds, or shall be registered in the name of the Credit Provider and delivered to the Credit Provider or an agent designated by the Credit Provider, and shall be given all of the rights accorded a Bank Bond under the Indenture.

Investment of Moneys

All moneys in any of the funds or accounts established pursuant to the Indenture will be, except as described below, invested by the Trustee as specifically directed in writing by the Company or its agent, solely in Investment Securities. Notwithstanding any other provision in the Indenture, in the absence of written investment instructions directing the Trustee by noon of the second Business Day preceding the day when investments are to be made, the Trustee is directed to invest available funds as directed by the Company to the Trustee. The Trustee will not be liable for any consequences resulting from any investments made pursuant to the preceding sentence. The Trustee will be entitled to rely conclusively upon the Company’s investment directions as to the fact that each such investment meets the criteria of the Indenture.

Investment Securities may be purchased at such prices as the Trustee may be directed by the Company or its agent. All Investment Securities are to be acquired subject to the limitations set forth in the Indenture, the limitations as to maturities set forth in the Indenture and such additional limitations or requirements consistent with the foregoing as may be established by request of the Company.

Moneys in all funds and accounts will be invested in Investment Securities maturing not later than the date on which such moneys will be required for the purposes specified in the Indenture. Notwithstanding anything else in the Indenture, any moneys in the Interest Account, the Principal Account or the Redemption Account held for the payment of particular Bonds (prior to the payment or redemption date thereof) will be invested at the written direction of the Company in direct obligations of the United States or bonds or other obligations guaranteed by the United States government or for which the full faith and credit of the United States is pledged for the full and timely payment of principal and interest thereof (or mutual funds consisting of such obligations which are rated in the highest rating category by the Rating Agency), rated in the highest rating category applicable to such investments which mature not later than the date on which it is estimated that such moneys will be required to pay such Bonds (but in any event maturing in not more than 30 days). Moneys in the Letter of Credit Account and moneys held for non-presented Bonds will be held uninvested.

Except as described in the preceding paragraph, all interest, profits and other income received from the investment of moneys in any fund established pursuant to the Indenture and allowed to be invested in accordance therewith will be deposited in the fund from which such investment was made. Notwithstanding anything to the contrary described in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security will be credited to the fund from which such accrued interest was paid. To the extent that any Investment Securities are registrable, such Investment Securities will be registered in the name of the Trustee or its nominee.

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For the purpose of determining the amount in any fund, all Investment Securities credited to such fund will be valued at the lesser of cost or par value plus, prior to the first payment of interest following purchase, the amount of accrued interest, if any, paid as a part of the purchase price.

Subject to provisions of the Indenture, investments in any and all funds and accounts (other than moneys representing the proceeds of a draw on the Letter of Credit or held in the Letter of Credit Account, remarketing proceeds, Available Moneys, moneys being aged to become Available Moneys, moneys in the Rebate Fund or moneys held for the payment of particular Bonds (including moneys held for non-presented Bonds or held by the Trustee under the provisions of the Indenture relating to the defeasance of Bonds by the deposit of money or securities with the Trustee)) may be commingled for purposes of making, holding and disposing of investments, notwithstanding provisions of the Indenture for transfer to or holding in particular funds and accounts amounts received or held by the Trustee thereunder, provided that the Trustee will at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in the Indenture. Subject to the provisions of the Indenture, any moneys may be invested in a pooled investment account consisting solely of funds held by the Trustee as a fiduciary. The Authority has acknowledged that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically has waived receipt of such confirmations to the extent permitted by law. The Trustee may act as principal or agent in the making or disposing of any investment. The Trustee may sell or present for redemption any Investment Securities so purchased whenever it is necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Investment Security is credited, and the Trustee will not be liable or responsible for any loss or tax resulting from such investment.

Rebate Fund

The Trustee established and will maintain the Rebate Fund separate from any other fund established and maintained under the Indenture pursuant to and in accordance with the provisions of the Tax Agreement.

Events of Default; Acceleration; Waiver of Default

Each of the following events which has occurred and is continuing shall constitute an “Event of Default” under the Indenture:

(A) default in the due and punctual payment of the principal of, or premium (if any) on, any Bond, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise;

(B) default in the due and punctual payment of any installment of interest on, or the Purchase Price of, any Bond;

(C) failure by the Authority to perform or observe any other of the covenants, agreements or conditions on its part in the Indenture or in the Bonds contained, and the continuation of such failure for a period of 60 days after written notice thereof, specifying such default and requiring the same to be remedied, has been given to the Authority, the Credit Provider, if any, the Company by the Trustee, or to the Authority, the Company and the Trustee by the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding;

(D) the occurrence and continuance of a Loan Default Event described in the Agreement; or

(E) if a Letter of Credit is then in effect, receipt by the Trustee of written notice from the Credit Provider that an Event of Default (as defined in the Reimbursement Agreement) has occurred under the

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Reimbursement Agreement, that the obligations owed under the Reimbursement Agreement have been accelerated prior to their final stated maturities, and directing the Trustee to accelerate the Bonds, provided that in the event that such acceleration under the Reimbursement Agreement has been rescinded, such Event of Default (as defined in the Reimbursement Agreement) will be deemed cured for all purposes and of no further effect.

No default specified in (C) above will constitute an Event of Default unless the Authority and the Company will have failed to correct such default within the applicable period; provided, however, that if the default is such that it cannot be corrected within such period, it will not constitute an Event of Default if corrective action is instituted by the Authority or the Company within the applicable period and diligently pursued. With regard to any alleged default concerning which notice is given to the Company as described in this subheading, the Authority has granted the Company full authority for the account of the Authority to perform any covenant or obligation the non-performance of which is alleged in said notice to constitute a default in the name and stead of the Authority with full power to do any and all things and acts to the same extent that the Authority could do and perform any such things and acts and with power of substitution.

Subject to the provisions of the Indenture described below under “Consent of Credit Provider to Defaults,” during the continuance of an Event of Default described in (A), (B), (C) or (D) above, unless the principal of all the Bonds has already become due and payable, the Trustee may, and upon the written request of the Holders of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the Bonds at the time Outstanding, or upon the occurrence of an Event of Default described in (E) above, the Trustee will, promptly upon such occurrence, by notice in writing to the Authority, the Company, the Guarantor (if applicable) and the Credit Provider (if applicable), declare the principal of all the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in the Indenture or in the Bonds contained to the contrary notwithstanding. Upon any such declaration, the Trustee will promptly draw upon any then existing Letter of Credit in accordance with the terms thereof and apply the amount so drawn to pay the principal of and interest on the Bonds declared to be due and payable and shall take such enforcement action under the Agreement and/or the Guaranty (if applicable) as the Trustee shall deem appropriate. Interest on the Bonds shall cease to accrue as of the date of the declaration of acceleration. The Trustee will promptly notify the Bondholders of the date of acceleration and the cessation of accrual of interest on the Bonds in the same manner as for a notice of redemption.

The provisions described in the preceding paragraph, however, are subject to the condition that if, at any time after the principal of the Bonds has been declared due and payable because of the occurrence of a default specified in (A), (B), (C) or (D) above, and before any judgment or decree for the payment of the moneys due has been obtained or entered as provided in the Indenture, and before the Letter of Credit has been drawn upon in accordance with its terms and honored, there has been deposited with the Trustee a sum sufficient to pay (with Available Moneys if a Letter of Credit is in effect) all the principal of the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal as provided in the Agreement, and the reasonable fees and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate will have been made therefor, then, and in every such case, the Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority and to the Trustee, may, on behalf of the Holders of all the Bonds, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment will extend to or affect any subsequent default, or impair or exhaust any right or power consequent thereon. Notwithstanding any other provision of the Indenture, but subject to certain duties, immunities and liabilities of the Trustee, the Trustee may not exercise any remedy in the event of an Event of Default described in (A) through (D) above without the written consent of the Credit

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Provider, so long as a Letter of Credit is in effect and the Credit Provider has not wrongfully failed to make a payment thereunder; except that the Trustee may exercise any and all remedies under the Indenture and the Agreement (except as provided in the Agreement) to collect any fees, expenses and indemnification from the Company without obtaining the consent of the Credit Provider.

Institution of Legal Proceedings by Trustee

Subject to the provisions described in the preceding paragraph, if one or more of the Events of Default has happened and is continuing, the Trustee in its discretion may, and upon the written request of the Holders of sixty-six and two-thirds percent (66 2/3%) in principal amount of the Bonds then Outstanding and upon being indemnified to its satisfaction therefor pursuant to provisions of the Indenture relating to expenditures by the Trustee of its own funds will, proceed to protect or enforce its rights or the rights of the Holders of Bonds under the Act or under the Indenture, the Agreement, the Guaranty (if applicable) or any Letter of Credit by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained therein, or in aid of the execution of any power therein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee deems most effectual in support of any of its rights or duties under the Indenture.

Application of Revenues and Other Funds After Default

If an Event of Default has occurred and is continuing, all Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of the Indenture will, subject to certain provisions of the Indenture and excluding Excluded Moneys, be promptly applied by the Trustee as follows and in the following order:

(A) To the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Holders of the Bonds and payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under the Indenture;

(B) To the payment of the principal of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of the Indenture (including provisions of the Indenture relating to the extension of payment of the Bonds), as follows:

(1) Unless the principal of all of the Bonds has become or has been declared due and payable,

First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available is not sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and

Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which have become due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate borne by the Bonds, and, if the amount available is not sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of

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principal due on such date to the persons entitled thereto, without any discrimination or preference.

(2) If the principal of all of the Bonds has become or have been declared due and payable, to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on the overdue principal at the rate borne by the Bonds, and, if the amount available is not sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference.

Whenever the principal of, premium, if any, and interest on all Bonds have been paid under the provisions of the Indenture and all fees, expenses and charges of the Trustee have been paid, any balance remaining shall be paid in the order of priority as provided in the Indenture.

Trustee to Represent Bondholders

The Trustee has been irrevocably appointed (and the successive respective Holders of the Bonds, by taking and holding the same, will be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Holders of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Holders under the provisions of the Bonds, the Indenture, the Agreement, the Act and applicable provisions of any other law. Subject to provisions of the Indenture, upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Bondholders, the Trustee in its discretion may, and upon the written request of the Holders of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, will, proceed to protect or enforce its rights or the rights of the Holders by such appropriate action, suit, mandamus or other proceedings as it deems most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained in the Indenture, or in aid of the execution of any power granted in the Indenture, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in the Holders under the Indenture, the Agreement, the Act or any other law; and upon instituting such proceeding, the Trustee will be entitled, as a matter of right, to the appointment of a receiver of the Revenues and other assets pledged under the Indenture, pending such proceedings. All rights of action under the Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee will be brought in the name of the Trustee for the benefit and protection of all the Holders of the Bonds, subject to the provisions of the Indenture (including provisions of the Indenture relating to the extension of payment of the Bonds).

Bondholders’ Direction of Proceedings

Anything in the Indenture to the contrary notwithstanding, but subject to provisions of the Indenture relating to expenditures by the Trustee of its own funds and the rights of the Credit Provider, the Holders of 25% in aggregate principal amount of the Bonds then Outstanding will have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method of conducting all remedial proceedings taken by the Trustee under the Indenture, provided that such direction will not be otherwise than in accordance with law and the provisions of the Indenture, and that the Trustee will have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction or for which it has not been provided indemnity reasonably satisfactory to it. So long as a Letter of Credit is in effect and the Credit Provider has not wrongfully failed to

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make a payment thereunder, any references in this paragraph to the Holders of the Bonds shall mean the Credit Provider.

Limitation on Bondholders’ Right to Sue

Subject to provisions of the Indenture relating to Events of Default, no Holder of any Bond has the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under the Indenture, the Agreement, any Letter of Credit, the Act or any other applicable law with respect to such Bond, unless (1) such Holder has given to the Trustee written notice of the occurrence of an Event of Default; (2) the Holders of not less than 25% in aggregate principal amount of the Bonds then Outstanding have made written request upon the Trustee to exercise the powers granted in the Indenture or to institute such suit, action or proceeding in its own name; (3) subject to provisions of the Indenture relating to expenditures by the Trustee of its own funds, such Holder or said Holders have tendered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and (4) the Trustee has refused or omitted to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are conditions precedent to the exercise by any Holder of Bonds of any remedy under the Indenture or under law; it being understood and intended that no one or more Holders of Bonds will have any right in any manner whatever by such Holders’ action to affect, disturb or prejudice the security of the Indenture or the rights of any other Holders of Bonds, or to enforce any right under the Indenture, the Agreement, any Letter of Credit, the Act or other applicable law with respect to the Bonds, except in the manner provided in the Indenture, and that all proceedings at law or in equity to enforce any such right will be instituted, had and maintained in the manner provided in the Indenture and for the benefit and protection of all Holders of the Outstanding Bonds, subject to the provisions of the Indenture (including provisions of the Indenture relating to extension of payment of the Bonds).

Limited; Absolute Obligation of Authority

Nothing described in the immediately preceding subheading or in any other provision of the Indenture (other than provisions of the Indenture which describe the limited nature of the Authority’s obligations under the Indenture), in the Agreement, or in the Bonds, will affect or impair the obligation of the Authority, which is limited, but otherwise absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Holders of the Bonds at their date of maturity, or upon call for redemption, as provided in the Indenture, but only out of the Revenues and other assets pledged in the Indenture therefor, or affect or impair the right of such Holders, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.

Termination of Proceedings

In case any proceedings taken by the Trustee or any one or more Bondholders on account of any Event of Default have been discontinued or abandoned for any reason or have been determined adversely to the Trustee or the Bondholders, then in every such case the Authority, the Trustee and the Bondholders, subject to any determination in such proceedings, will be restored to their former positions and rights under the Indenture, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Bondholders will continue as though no such proceedings had been taken.

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Remedies Not Exclusive

No remedy conferred upon or reserved to the Trustee or to the Holders of the Bonds in the Indenture is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, is cumulative and in addition to any other remedy given under the Indenture or now or hereafter existing at law or in equity or otherwise. Notwithstanding any other provision of the Indenture, the Trustee may proceed first against either the Guarantor, if applicable, or the Company in accordance with the terms of the Guaranty and/or the Agreement, respectively, as the Trustee may deem appropriate.

No Waiver of Default

No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power arising upon the occurrence of any default will impair any such right or power or will be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by the Indenture to the Trustee or to the Holders of the Bonds may be exercised from time to time and as often as may be deemed expedient.

Consent of Credit Provider to Defaults

The provisions described in this paragraph apply only if a Letter of Credit is in effect. Notwithstanding any other provisions described in “THE INDENTURE – Events of Default; Acceleration; Waiver of Default” through “– No Waiver of Default” above in this Appendix B, and subject to provisions of the Indenture including those relating to expenditures by the Trustee of its own funds and to indemnification of the Trustee, so long as the Credit Provider is not continuing wrongfully to dishonor drawings under the Letter of Credit, no Event of Default described in (A) through (D) of the first paragraph of “THE INDENTURE – Events of Default; Acceleration; Waiver of Default” is to be declared (except in a case resulting from the failure of the Company to pay the Trustee’s fees and expenses or to indemnify the Trustee), nor any remedies exercised with respect to any Event of Default by the Trustee or by the Bondholders (except in a case resulting from the failure of the Company to pay the Trustee’s fees and expenses or to indemnify the Trustee) and no Event of Default under the Indenture is to be waived by the Trustee or the Bondholders to the extent it may otherwise be permitted under the Indenture, without, in any case, the prior written consent of the Credit Provider and, if applicable, written rescission by the Credit Provider of any notice of an event of default under the Reimbursement Agreement. No Event of Default can be waived, in any circumstance, unless the Trustee has received written notice from the Credit Provider that the Letter of Credit, if any, has been fully reinstated and is in full force and effect.

Duties of Remarketing Agent

The Company shall appoint the initial Remarketing Agent subject to the conditions set forth in the Indenture. The Remarketing Agent shall designate to the Trustee and the Authority its principal office and signify its acceptance of the duties and obligations imposed on it under the Indenture by a written instrument of acceptance delivered to the Company, the Authority and the Trustee under which the Remarketing Agent will agree to perform the obligations of the Remarketing Agent set forth in the Indenture and under which the Remarketing Agent will agree to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Authority, the Trustee, any Credit Provider and the Company at all reasonable times. Subject to the terms of the Remarketing Agreement, the Remarketing Agent shall determine the interest rates on the Bonds and perform the other duties provided for in the Indenture and shall remarket Bonds as provided in the Indenture. The Remarketing Agent shall hold all moneys delivered to it in trust in non-commingled funds for the benefit of the person or entity which shall have so delivered such moneys until such moneys are delivered to the Trustee as provided in the Indenture.

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The Remarketing Agent may for its own account or as broker or agent for others deal in Bonds and may do anything any other Holder may do to the same extent as if the Remarketing Agent were not serving as such.

Modification or Amendment of the Indenture and the Agreement

(A) Except as provided in paragraph (B) below, the Indenture and the rights and obligations of the Authority and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental to the Indenture, which the Authority and the Trustee may enter into when the written consent of any Credit Provider, if applicable, or the Holders of a majority in aggregate principal amount of all Bonds then Outstanding has been filed with the Trustee. No such modification or amendment may (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment, or extend the time of payment of interest thereon, or change the method of computing the rate of interest thereon, or create a privilege or priority of any Bond of a particular subseries over any other Bond of such subseries, in each case, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture, or deprive the Holders of the Bonds of the lien created by the Indenture on such Revenues and other assets (except as expressly provided in the Indenture), without the consent of the Holders of all of the Bonds (or applicable subseries thereof) then Outstanding. It will not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it will be sufficient if such consent approves the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture described in this paragraph, the Trustee will mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds and the Holders of the Bonds at the address shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such Supplemental Indenture. Notwithstanding anything to the contrary contained in the Indenture, any modifications or amendments to the Indenture that require the consent of Holders of Bonds shall be deemed to mean only those Holders of Bonds of one or more subseries that are affected by such modification or amendment, and the consent of the Credit Provider is only applicable to Bonds supported by a Letter of Credit.

(B) The Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental to the Indenture, which the Authority and the Trustee may enter into without the consent of any Bondholders, but only to the extent permitted by law and after receipt of an opinion of counsel that such Supplemental Indenture complies with the provisions of the Indenture, including, without limitation, for any one or more of the following purposes:

(1) to add to the covenants and agreements of the Authority in the Indenture other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds, or to surrender any right or power reserved to or conferred upon the Authority under the Indenture;

(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Indenture, or in regard to matters or questions arising under the Indenture, as the Authority may deem necessary or desirable and not inconsistent with the Indenture;

(3) to modify, amend or supplement the Indenture in such manner as to permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute

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hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;

(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain a rating on the Bonds;

(5) to permit or facilitate partial conversions of the Interest Rate Periods with respect to the Bonds; or

(6) to modify, alter, amend or supplement the Indenture in any other respect, including amendments that would otherwise be described in paragraph (A) of this subheading, if the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to the Indenture or if Notice by Mail of the proposed Supplemental Indenture is given to holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to the Indenture.

(C) The Trustee may in its discretion, but will not be obligated to, enter into any Supplemental Indenture described in the immediately preceding paragraphs (A) and (B) of this Section which materially adversely affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise.

(D) A supplemental indenture shall not become effective unless and until the Company shall have consented thereto in writing.

(E) Notwithstanding anything in this section to the contrary, any modifications or amendments to the Indenture or the Agreement that require the consent of Holders of Bonds shall be deemed to mean only those Holders of the Bonds of one more subseries that are affected by such modification or amendment.

(F) Notwithstanding anything in this section to the contrary, before the Authority shall execute any Supplemental Indenture pursuant to the Indenture there shall have been filed an Approving Opinion with the Trustee.

Defeasance

Subject to the provisions of the Indenture which describe the limited nature of the Authority’s obligations under the Indenture, Bonds may be paid by the Authority at the direction of the Company in any of the following ways, provided that the Authority also pays or causes to be paid any other sums payable under the Indenture by the Authority:

(a) by paying or causing to be paid (with Available Moneys when a Letter of Credit is then in effect) the principal of, interest and premium, if any, on the Bonds then Outstanding as and when the same become due and payable;

(b) by depositing with the Trustee, in trust, at or before maturity or the redemption date thereof, money or securities in the necessary amount (as described below under “THE INDENTURE – Deposit of Money or Securities With Trustee”) to pay or redeem (with Available Moneys when a Letter of Credit is then in effect) all Bonds then Outstanding; or

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If the Authority also pays or causes to be paid all other sums payable under the Indenture by the Authority, then and in that case, at the election of the Authority (evidenced by a Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and the Indenture), and notwithstanding that any Bonds will not have been surrendered for payment, the Indenture and the pledge of Revenues and other assets made under the Indenture and all covenants, agreements and other obligations of the Authority under the Indenture will cease, terminate, become void and be completely discharged and satisfied except only as described below under “THE INDENTURE – Discharge of Liability on Bonds.” In such event, upon written request of the Authority, the Trustee will cause an accounting for such period or periods as may be requested by the Authority to be prepared and filed with the Authority and will execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee is to pay over, transfer, assign or deliver all moneys or securities or other property held by it pursuant to the Indenture (other than the Rebate Fund) which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption and any amounts owed to the Trustee under the Indenture in the following order (1) first, to the Credit Provider to the extent of any amounts due to the Credit Provider pursuant to the Reimbursement Agreement, (2) second, to the Trustee and the Authority, respectively, in payment of any unpaid obligations of the Company to them, including, without limitation, Administrative Fees and Expenses as well as indemnities and liabilities, and (3) third, to the Company, provided, however, that the Company may not receive any funds derived from a draw on the Letter of Credit, remarketing proceeds, or moneys held for the payment of particular Bonds (including moneys held for non-presented Bonds).

Discharge of Liability on Bonds

Upon the deposit with the Trustee, in trust, at maturity or redemption, or prior thereto in accordance with the Indenture, as the case may be, of money or securities in the necessary amount (as described below under “THE INDENTURE – Deposit of Money or Securities with Trustee”) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption must have been given as provided in the Indenture and described in this Limited Offering Memorandum under “THE BONDS – Redemption of Bonds – Notice of Redemption” or provision satisfactory to the Trustee must have been made for the giving of such notice, then all liability of the Authority in respect of such Bond will cease, terminate and be completely discharged, except only that the Holder thereof will thereafter be entitled to payment of the principal of and interest on such Bond by the Authority, and the Authority will remain liable for such payment, but only out of such money or securities deposited with the Trustee as described above for their payment and such money or securities will be pledged to such payment; provided further, however, that the provisions of the Indenture relating to the payment of Bonds after the discharge of the Indenture will apply in all events.

The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, will be deemed to be paid and retired.

Deposit of Money or Securities with Trustee

Whenever in the Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities to be deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to the Indenture (exclusive of the Rebate Fund, the Letter of Credit Account and the account described in the Indenture into which Purchase Price payments on Bonds not presented for purchase will be held) and will be:

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(a) Moneys (Available Moneys when a Letter of Credit is then in effect) in an equal amount to the principal amount of such Bonds, and all unpaid interest thereon to maturity except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption has been given as provided in the Indenture and described in this Limited Offering Memorandum under the caption “THE BONDS – Redemption – Notice of Redemption” or provision satisfactory to the Trustee has been made for the giving of such notice, the amount to be deposited or held to be the principal amount or redemption price of such Bonds and all unpaid interest thereon to the redemption date; or

(b) Investment Securities (rated S&P “AAA” or equivalent) that consist solely of securities described in clause (i) or (ii) of the definition of Investment Securities and, when a Letter of Credit is then in effect, which are purchased with Available Moneys, the principal of and interest on which when due and without reinvestment will provide money sufficient to pay the principal of, premium, if any, and all unpaid interest to maturity or to the redemption date on the Bonds to be paid or redeemed, as such principal and interest become due, with maturities no longer than 30 days or as may be necessary to make the required payment on the Bonds, provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption must have been given as provided in the Indenture and described in this Limited Offering Memorandum under the caption “THE BONDS – Redemption – Notice of Redemption” or provision satisfactory to the Trustee must have been made for the giving of such notice; provided, in each case, that the Trustee has been irrevocably instructed (by the terms of the Indenture or by Request of the Authority) to apply such money or Investment Securities to the payment of such principal, premium, if any, and interest with respect to such Bonds and provided further that each Rating Agency then rating such Bonds and the Trustee has received a report of an Accountant that the moneys or Investment Securities on deposit are sufficient to pay the principal, premium, if any, and interest on the Bonds to maturity or the redemption date, that the Trustee shall have received written confirmation from each Rating Agency then rating such Bonds that the proposed defeasance will not result in a reduction or withdrawal of the rating on the Bonds then in effect, and, if a Letter of Credit is then in effect, a legal opinion from a nationally recognized firm in bankruptcy law that payment of the Bonds from such moneys will not be a voidable preference in the event of the bankruptcy of the Company or the Authority.

Rights of Credit Provider

So long as a Letter of Credit is then in effect and the Credit Provider has not failed or refused to honor a properly presented and conforming draw under the Letter of Credit, the Credit Provider, and not the Owners of the Bonds, shall be deemed to be the Owner of 100% of the Outstanding Bonds at all times for the purpose of giving any approval, request, consent, direction (other than as particularly described in the Indenture), declaration, rescission or amendment which under the Indenture is to be given by the Owners of the Bonds at the time Outstanding; provided, however, that the Credit Provider shall not consent to any modification or amendment of the Indenture or the Agreement requiring the consent of the Owners of 100% in aggregate principal amount of the Bonds Outstanding or which would cause the interest on the Bonds to be no longer excluded from gross income for federal income tax purposes unless the actual Owners of 100% in aggregate principal amount of the Bonds Outstanding shall have also consented thereto or unless the Credit Provider is also the registered owner of 100% of the Bonds Outstanding; and provided further, that the Credit Provider shall have no right to deprive any Owner of the Bonds of the benefit of the Letter of Credit under the circumstances and in the manner contemplated as set forth in the Indenture.

THE AGREEMENT

The following is a brief summary of certain provisions of the Agreement. THE SUMMARY DOES NOT PURPORT TO BE COMPLETE OR DEFINITIVE AND IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE TRUSTEE.

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Term

The Agreement will be in full force and effect from the date of the Agreement and will continue in effect as long as any of the Bonds is outstanding or the Trustee holds any moneys under the Indenture, whichever is later.

Loan; Repayment

Agreement to Issue Bonds; Application of Bond Proceeds. To provide funds to finance costs of the Project, the Authority agrees that it will issue under the Indenture, sell and cause to be delivered to the purchasers thereof, the Bonds. Project Costs shall be financed through the issuance of the Initial Bonds and Additional Bonds issued and delivered from time to time as set forth in the Indenture. The Authority will thereupon apply the proceeds received from the sale of the Initial Bonds and any Additional Bonds as provided in the Agreement and in the Indenture.

Loan of Bond Proceeds; Issuance of Bonds. The Authority has covenanted and agreed, upon the terms and conditions in the Agreement, to make a loan to the Company from the proceeds of the Bonds for the purpose of financing the Costs of the Project and the Costs of Issuance. The Authority has further covenanted and agreed under the Agreement that it will take all actions within its authority to keep the Agreement in effect in accordance with its terms. Pursuant to said covenants and agreements, the Authority will issue the Bonds upon the terms and conditions contained in the Agreement and the Indenture and will cause the Bond proceeds to be applied as provided in the Indenture.

Loan Payments and Payments of Other Amounts. On or before 12:00 noon New York City time, on each Bond Payment Date, until the principal of, premium, if any, and interest on, the Bonds has been fully paid or provision for such payment has been made as provided in the Indenture, the Company has covenanted and agreed under the Agreement to pay to the Trustee as a repayment on the loan made to the Company from Bond proceeds as described in the immediately preceding paragraph, a sum equal to the amount payable on such Bond Payment Date as principal of, and premium, if any, and interest on, the Bonds as provided in the Indenture. Such Loan Payments are to be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee.

Each payment made as described in the immediately preceding paragraph will at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and payable on the Bonds on each Bond Payment Date; provided that any amount held by the Trustee in the Bond Fund on any due date for a Loan Payment under the Agreement will be credited against the Loan Payment due on such date, to the extent available for such purpose; and provided further that, subject to the provisions described in this paragraph, if at any time the amounts held by the Trustee in the Bond Fund are sufficient to pay all of the principal of and interest and premium, if any, on the Bonds as such payments become due, the Company will be relieved of any obligation to make any further payments as described in the immediately preceding paragraph. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Bond Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption or acceleration) and interest and premium, if any, on, the Bonds as such payments become due, the Company is required to pay such deficiency as a Loan Payment under the Agreement.

The obligation of the Company to make any payment described in this subheading will be deemed to have been satisfied to the extent of any corresponding payment made (i) by a Credit Provider to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds, or (ii) by one or more Guarantors pursuant to a Guaranty in effect with respect to the Bonds.

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The Company has also covenanted and agreed under the Agreement to make any payments required to be made pursuant to the provisions of the Indenture in connection with Holders’ demands for purchase of their Bonds during a Weekly Interest Rate Period or Daily Interest Rate Period and in connection with mandatory tenders of the Bonds for purchase (as described above in this Limited Offering Memorandum under “THE BONDS – Mandatory Tender for Purchase”), such payments to be made at the applicable Purchase Price thereof by 2:45 p.m. New York City time in federal or other immediately available funds; provided however that the obligation to make such payments will be deemed satisfied to the extent that such Purchase Price has been paid from remarketing proceeds or from a draw under a Letter of Credit pursuant to the Indenture.

Unconditional Obligation. The obligations of the Company to make the Loan Payments, the Additional Payments and the other payments required by the Agreement and to perform and observe the other agreements on its part contained in the Agreement are absolute and unconditional and shall be binding and enforceable in all circumstances whatsoever, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Authority, and during the term of the Agreement, the Company is required to pay all payments required to be made on account of the Agreement (which payments will be net of any other obligations of the Company) as described above under “THE AGREEMENT – Loan Payments and Purchase Price Payments” and all other payments required under the Agreement, free of any deductions and without abatement, diminution or set-off. The Company will be obligated to make the payments whether or not the Project has come into existence or become functional and whether or not the Project has ceased to exist or to be functional to any extent and from any cause whatsoever. The Company will be obligated to make such payments regardless of whether the Company is in possession or is entitled to be in possession of the Project or any part thereof. Until such time as the principal of, premium, if any, and interest on, the Bonds has been fully paid, or provision for the payment thereof has been made as required by the Indenture, the Company has agreed to (i) not suspend or discontinue any payments described above under “THE AGREEMENT – Loan Payments and Purchase Price Payments”; (ii) perform and observe all of its other covenants contained in the Agreement; and (iii) except as provided in the provisions of the Agreement relating to prepayment, not terminate the Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to all or a portion of those facilities or equipment comprising the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either of these, or any failure of the Authority or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with the Agreement or the Indenture, except to the extent permitted by the Agreement.

Assignment of Authority’s Rights

As security for the payment of the Bonds, the Authority will under the Indenture assign to the Trustee the Authority’s rights under the Agreement, including the right to receive Loan Payments under the Agreement (except the right of the Authority to receive certain payments, if any, with respect to fees, expenses and indemnification, or to enforce its rights with respect to the foregoing and its rights of indemnification and consent). The Authority has directed the Company under the Agreement to make the Loan Payments required under the Agreement directly to the Trustee for deposit as contemplated by the Indenture. The Authority has also directed the Company under the Agreement to make the Purchase Price Payments required under the Agreement directly to the Trustee or the Tender Agent as contemplated by the Indenture. The Company has consented to such assignment and has agreed under the Agreement to make payments directly to the Trustee or Tender Agent, as the case may be without defense or set-off by reason of any dispute between the Company and the Authority or the Trustee.

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Special Covenants and Agreements

Right of Access to the Project. The Company has agreed that during the term of the Agreement the Authority, the Trustee, and the duly authorized agents of either of them will have the right at all reasonable times during normal business hours to enter upon each site where any part of the Project is located and to examine and inspect the Project or, in the case of the Authority, to carry out its powers under the Agreement; provided that reasonable notice is to be given to the Company at least five Business Days prior to such examination or inspection, and such inspection is not to disturb the Company’s normal business operations.

Disposition of Project. Except as provided in the Agreement with respect to the portion of the Project comprising equipment, without an Approving Opinion (i) the Company will not sell, lease or otherwise dispose of (other than to a Related Party), or place any other person (other than to a Related Party) in possession of, the Project or any portion thereof or interest therein, and (ii) the portion of the Project comprising equipment will remain at a Project site except in the ordinary course of business; provided that the Company may grant or permit a mortgage or security interest in all or any part of the Project. The Company may remove and sell or otherwise dispose of any portion of the Project comprising equipment when the same has become obsolete, worn out or unnecessary for its business operations.

The Company’s Maintenance of Its Existence. The Company has covenanted and agreed under the Agreement that during the term of the Agreement it (a) will maintain its existence as a corporation in good standing in the State of Delaware and qualified to do business in the State, (b) will not dissolve, sell or otherwise dispose of all or substantially all of its assets and (c) will not combine or consolidate with or merge into another entity so that the Company is not the resulting or surviving entity (any such sale, disposition, combination or merger shall be referred to hereafter as a “transaction”); provided that the Company may consummate such transaction, with the prior consent of the Authority, which consent shall not be unreasonably withheld, if (i) the surviving or resulting transferee, person or entity, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company under the Agreement, (ii) the surviving or resulting transferee, person or entity, as the case may be, qualifies to do business in the State and (iii) the Company delivers to the Authority and Trustee prior to or substantially contemporaneously with the consummation of the transaction an Approving Opinion.

If a merger, consolidation, sale or other transfer is effected, as provided in the Agreement, all provisions of the Agreement described in the immediately preceding paragraph will continue in full force and effect and no further merger, consolidation, sale or transfer will be effected except in accordance with the provisions of the Agreement described in the immediately preceding paragraph.

Notwithstanding the foregoing, for so long as the provisions of the Agreement described in the Limited Offering Memorandum under “THE BONDS – Repurchase Upon Change of Control” shall be in effect with respect to a subseries of Bonds, the Company’s covenants set forth in (b) and (c) of the second preceding paragraph shall not be effective with respect to such subseries of Bonds.

Use of Project

Permitted Purposes; Ownership of the Project. The Company has agreed under the Agreement that it will or will cause a related party to acquire, construct and install, or complete the acquisition, construction and installation of, the Project, substantially in accordance with the description of the Project prepared by the Company and submitted to the Authority, including any and all supplements, amendments and additions or deletions thereto or therefrom, it being understood that the approval of the Authority is not required for changes in such description which do not substantially alter the purpose and description of the Project.

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The Project consists of those facilities described in the Agreement and, except as otherwise provided in the Agreement: (i) the Company will not make any changes to the Project or to the operation thereof which would have the effect of disqualifying the Project as a project eligible for financing under the Act or impair the exemption from federal income taxation of the interest on the Bonds; (ii) the Company agrees to comply with all requirements set forth in the Tax Agreement; (iii) contracts for carrying out the Project and purchases in connection therewith shall be made by the Company in its own name or in the name of a related party; and (iv) the Company or a “related party” as defined in Treasury Regulations Section 1.150-1(b) owns or operates the Project sufficient to carry out the purposes of the Agreement.

Completion of Project. The Project will be completed with diligence within three years from the date of the Agreement.

Maintenance of Guaranty; Additional Subsidiary Guarantees

For so long as the Bonds (or a subseries thereof) are in a Term Interest Rate Period and are not secured by a Letter of Credit, the Company will cause the Guarantors to maintain in effect the Guaranty.

The following provisions of this paragraph, and the Guaranty to be delivered, are applicable only with respect to Bonds (or a subseries thereof) that are in the Term Interest Rate Period and are not secured by a Letter of Credit:

If any Subsidiary (i) becomes a guarantor, borrower and/or issuer in respect of the Senior Secured Loan Agreement and the Senior Subordinated Notes Indenture or (ii) if the Senior Secured Loan Agreement and the Senior Subordinated Notes Indenture have been terminated, becomes a guarantor of any other issue of indebtedness for borrowed money of the Company of $5.0 million or more in aggregate principal amount (per issue), then that Subsidiary shall become a Guarantor and shall, concurrently with the guarantee of such indebtedness:

(1) execute and deliver to the Trustee a signature page to the Guaranty pursuant to which such Subsidiary shall unconditionally guarantee the Guaranteed Obligations on the terms set forth in the Guaranty; and

(2) deliver to the Trustee an Opinion of Counsel that the Guaranty constitutes a valid and legally binding and enforceable obligation of such Subsidiary, subject to customary exceptions.

Thereafter, such Subsidiary shall be a Guarantor for all purposes of the Guaranty. The guarantees under the Guaranty are subject to release upon the terms set forth in the Guaranty.

Loan Default Events and Remedies

Loan Default Events. Any one of the following which occurs and continues shall constitute a Loan Default Event:

(a) failure of the Company to make any Loan Payment required by the Agreement when due; or

(b) failure of the Company to make any Purchase Price Payment required by the Agreement when due; or

(c) failure of the Company to observe and perform any covenant, condition or agreement on its part required to be observed or performed by the Agreement other than as described in (a) or (b) above,

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which continues for a period of 60 days after written notice by the Authority or the Trustee delivered to the Company and the Credit Provider, if any, which notice will specify such failure and request that it be remedied (including by redemption of all or a portion of the Bonds), unless the Authority and the Trustee agree in writing to an extension of such time; provided, however, that if the failure stated in the notice cannot be corrected within such period, the Authority and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected; or

(d) the dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, or failure by the Company promptly to cause to be lifted any execution, garnishment or attachment of such consequence as will materially impair the Company’s ability to carry on its obligations under the Agreement, or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy act or any similar federal or state law is filed in any court and such petition or answer is not discharged or denied within ninety days after the filing thereof, or if the Company admits in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of the Company is appointed in any proceeding brought against the Company and is not discharged within ninety days after such appointment or if the Company consents to or acquiesces in such appointment, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or a bankruptcy, insolvency or similar proceeding is otherwise initiated by or against the Company under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Company remains undismissed (subject to no further appeal) for a period of 90 days; provided, the term “dissolution or liquidation of the Company,” as used in this paragraph (d), will not be construed to include the cessation of the existence of the Company resulting either from a merger or consolidation of the Company into or with another entity or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety or under the conditions permitting such actions as described above under “THE AGREEMENT – Special Covenants and Agreements – The Company’s Maintenance of Its Existence”; or

(e) existence of an event of default as provided in the Indenture; or

(f) Existence of an Event of Default under the Guaranty; or

(g) so long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, the existence of a default under and as defined in the Senior Secured Loan Agreement, but only if such default has resulted in the acceleration of the obligations owed under the Senior Secured Loan Agreement prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default under the Agreement will be deemed cured for all purposes and of no further effect; or

(h) so long as the Bonds are in the Term Interest Rate Period and no Letter of Credit is in effect, and the Company shall have been deemed discharged from its obligations (other than any indemnification and other obligations which survive the termination of the Senior Secured Loan Agreement) with respect to the Senior Secured Loan Agreement (as set forth in the Senior Secured Loan Agreement), a default under, and as defined in, the indenture, agreement or instrument governing any bond, note, Capital Lease, or any other indebtedness for borrowed money of the Company in the principal amount of $10 million or more (collectively, the “Indebtedness”), but only if such default with respect to any such Indebtedness has resulted in the acceleration of such Indebtedness prior to its final stated maturity and provided that, in the event that such acceleration has been rescinded, such Event of Default under the Agreement will be deemed cured for all purposes and of no further effect.

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Remedies on Default. Subject to the provisions of the Agreement described in the immediately preceding paragraph, whenever any Loan Default Event has occurred and is continuing,

(a) The Trustee, by written notice to the Authority, the Company and the Credit Provider, if any, may declare the unpaid balance of the loan payable under the Agreement to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of the Bonds has been declared to be due and payable under the Indenture. Upon any such declaration such amount will become and will be immediately due and payable as determined in accordance with the Indenture.

(b) The Authority or the Trustee may have access to and may inspect, examine and make copies of the books and records relating to the transactions contemplated by the Agreement and any and all accounts, data and federal income tax and other tax returns of the Company relating to the transactions contemplated by the Agreement.

(c) The Authority or the Trustee may take whatever action at law or in equity as may be necessary or desirable to collect the payments and other amounts then due and thereafter to become due or to enforce performance and observance of any obligation, agreement or covenant of the Company under the Agreement.

(d) Notwithstanding any contrary provision in the Agreement or the Indenture, the Authority will have the right to take any action or make any decision with respect to proceedings for indemnity against the liability of the Authority and for collection or reimbursement from sources other than moneys or property held under the Agreement or the Indenture. The Authority may enforce its rights under the Agreement and the Indenture which have not been assigned to the Trustee by legal proceedings for the specific performance of any obligation contained in the Agreement or for the enforcement of any other appropriate legal or equitable remedy, and may recover damages caused by any breach by the Company of its obligations to the Authority under the Agreement or the Indenture, including court costs, reasonable attorney’s fees and other costs and expenses incurred in enforcing such obligations.

(e) If applicable, the Trustee has the right to immediately draw upon any Letter of Credit, if permitted by its terms and required by the terms of the Indenture, and apply the amount so drawn in accordance with the Indenture and may exercise any remedy available to it thereunder.

In case the Trustee or the Authority has proceeded to enforce its rights under the Agreement and such proceedings have been discontinued or abandoned for any reason or have been determined adversely to the Trustee or the Authority, then, and in every such case, the Company, the Trustee and the Authority will be restored respectively to their several positions and rights under the Agreement, and all rights, remedies and powers of the Company, the Trustee and the Authority will continue as though no such action had been taken.

The Company has covenanted under the Agreement that, in case a Loan Default Event occurs with respect to the payment of any Loan Payment payable under the Agreement, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then has become due and payable under the Agreement, with interest on the amount then overdue representing principal at the rate then borne by the Bonds on the day prior to the occurrence of such default.

In the case the Company fails to pay such amounts upon such demand, the Trustee is entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law the moneys adjudged or decreed to be payable.

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In case proceedings are pending for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee has been appointed for the property of the Company or in the case of any other similar judicial proceedings relative to the Company, or the creditors or property of the Company, then the Trustee will be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to the Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is authorized under the Agreement to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution.

In the event the Trustee incurs expenses or renders services in any proceedings which result from a Loan Default Event under the Agreement described in (d) above under “THE AGREEMENT – Loan Default Events and Remedies – Loan Default Events,” or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law.

Notwithstanding any other provision of the Agreement, the Trustee may proceed first against either the Guarantors or the Company in accordance with the terms of the Guaranty and/or the Agreement, respectively, as the Trustee may deem appropriate.

Prepayment

Options to Prepay Installments. The Company has the option under the Agreement to prepay the Loan Payments payable under the Agreement by paying to the Trustee, for deposit in the Bond Fund, the amount set forth in the Agreement and described below under “THE AGREEMENT – Prepayment – Amount of Prepayment” and to cause all or any part of the Bonds to be redeemed at the times and at the prices set forth in the Indenture if the conditions under the Indenture are met and at the times and at the prices set forth in the Indenture and described in this Limited Offering Memorandum under the captions “THE BONDS – Redemption of the Bonds – Optional Redemption Upon Occurrence of Extraordinary Events.”

Mandatory Prepayment. The Company has the obligation under the Agreement to prepay in whole the Loan Payments required by the Agreement, together with interest accrued, but unpaid, thereon by paying to the Trustee, for deposit in the Bond Fund, the amount set forth in the Agreement and described below under “THE AGREEMENT – Prepayment – Amount of Prepayment,” to be used to redeem all or a part of the Outstanding Bonds if mandatory redemption is required by the Indenture.

Amount of Prepayment. In the case of a prepayment of the entire amount due pursuant to the provisions of the Agreement and described in the two immediately preceding paragraphs, the amount to be paid will be a sum sufficient, together with other funds and the yield on any securities deposited with the Trustee and available for such purpose, to pay (1) the principal of all Bonds Outstanding on the redemption date specified in the notice of redemption, plus interest accrued and to accrue to the payment or redemption date of the Bonds, plus premium, if any, pursuant to the Indenture, (2) all reasonable and necessary fees and expenses of the Authority, the Trustee and any Paying Agent accrued and to accrue through final payment of the Bonds and (3) all other liabilities of the Company accrued and to accrue under the Agreement. In the case of redemption of the Outstanding Bonds in part, the amount payable will be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal amount of and

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premium, if any, and accrued interest on the Bonds to be redeemed, as provided in the Indenture, and to pay expenses of redemption of such Bonds.

Non-liability of Authority

The Authority is not obligated under the Agreement to pay the principal of, or premium, if any, or interest on the Bonds, except from Revenues. The Company has acknowledged under the Agreement that the Authority’s sole source of moneys to repay the Bonds will be provided by the payments made by the Company pursuant to the Agreement, together with other Revenues with respect to the Bonds, including amounts received by the Trustee under the Guaranty or the Letter of Credit, if any, and investment income on certain funds and accounts held by the Trustee under the Indenture, and has agreed under the Agreement that if the payments to be made under the Agreement shall ever prove insufficient to pay all principal of, and premium, if any, and interest on the Bonds as the same shall become due (whether by maturity, redemption, acceleration or otherwise), then upon notice from the Trustee, the Company will pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal, premium or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the Company, the Authority, the Credit Provider, if any, or any third party, other than as a result of such party’s willful misconduct.

The Authority will not be required to monitor the financial condition of the Company, the investment or expenditure of Bond proceeds, or the physical condition or use of the Project and, unless otherwise expressly provided, will not have any responsibility with respect to notices, certificates or other documents filed with it. The Authority will not be required to take notice of any breach or default except when given notice thereof by the Trustee or the Holders, as the case may be. The Authority will not be responsible for the payment of any rebate to the United States under IRC § 148(f), except as otherwise set forth in the Indenture. The Authority will not be required to take any action unless indemnity reasonably satisfactory to it is furnished for expenses or liability to be incurred therein (other than the giving of notice). The Authority, upon written request of the Holders or the Trustee, and upon receipt of reasonable indemnity for expenses or liability, will cooperate to the extent reasonably necessary to enable the Trustee to exercise any power granted to the Trustee by the Agreement or the Indenture. The Authority will be entitled to reimbursement pursuant to the Agreement to the extent that it acts without previously obtaining full indemnity.

The Authority will be entitled to the advice of counsel (who may be counsel for any party or for any Holder) and will be wholly protected as to any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to it under the Agreement or the Indenture and reasonably believed by it to be genuine. The Authority will not be liable for any action taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or in good faith omitted to be taken by it and reasonably believed to be beyond such discretion or power, or taken by it pursuant to any direction or instruction by which it is governed under the Agreement or the Indenture or omitted to be taken by it by reason of the lack of direction or instruction required for such action under the Agreement or the Indenture, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment, consent or other action by the Authority is called for by the Agreement or the Indenture, the Authority may defer such action pending such investigation or inquiry or receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act, and no delay in the exercise of a right or power shall affect the subsequent exercise thereof. The Authority will in no event be liable for the application or misapplication of funds, or for other acts or defaults by any person or entity except by its own directors, officers and employees. No recourse will be had by the Company, the Trustee or any Holder for any claim based on the Agreement or the Indenture or the Bonds against any director, officer, employee or agent of the Authority unless such claim is based upon the willful misconduct, bad faith, fraud or deceit of such person. No covenant, obligation or agreement of the Authority contained in the Agreement or the Indenture shall be

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deemed to be a covenant, obligation or agreement of any present or future director, officer, employee or agent of the Authority in his individual capacity, and no person executing a Bond shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.

Amendment of Agreement

Except as otherwise provided in the Agreement or the Indenture, the Agreement may not be effectively amended, changed, modified, altered or terminated except by the written agreement of the Authority and the Company and with the written consent of the Credit Provider, if any, and of the Trustee, if required, in accordance with the Indenture. The Trustee will give such written consent only if (1) in the Opinion of Counsel, such amendment, modification, or termination will not materially adversely affect the interests of the Holders of the Bonds affected thereby or result in any material impairment of the security given for the payment of the Bonds affected thereby under the Indenture, or (2) the Trustee first obtains the written consent of the Holders of a majority in principal amount of the Bonds affected thereby then Outstanding to such amendment, modification or termination, provided that no such amendment, modification or termination will reduce the amount of Loan Payments or Purchase Price Payments to be made by the Company pursuant to the Agreement, or extend the time for making such payments, without the written consent of all the Holders of the Bonds affected thereby then Outstanding. The Trustee will be entitled to rely upon an Opinion of Counsel with respect to the effect of any amendments to the Agreement. Notwithstanding anything to the contrary contained in the Indenture or in the Agreement, any modifications or amendments to the Agreement that require the consent of Holders of Bonds shall be deemed to mean only those Holders of Bonds of one or more subseries that are affected by such modification or amendment, and the consent of the Credit Provider is only applicable to Bonds supported by a Letter of Credit.

GUARANTY

The following is a summary of certain provisions of the Guaranty relating to the Bonds. THE SUMMARY DOES NOT PURPORT TO BE COMPLETE OR DEFINITIVE AND IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE GUARANTY, COPIES OF WHICH ARE ON FILE WITH THE TRUSTEE.

Guaranty of Payment

For the entire term of the Agreement, each Guarantor has agreed to absolutely and unconditionally guarantee to the Trustee for the benefit of the owners and beneficial owners of the Bonds, the full and prompt payment of the amounts set forth in this Limited Offering Memorandum under the caption “SOURCES OF PAYMENT AND SECURITY FOR THE BONDS – The Guaranty.” Such guaranteed amounts are collectively referred to as the “Guaranteed Obligations.”

Release of a Guarantor

The Guaranty will be released with respect to a Guarantor:

(i) upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of the Company, of all of the Capital Stock of that Guarantor held by the Company or any of its Subsidiaries or of all or substantially all of the assets of that Guarantor;

(ii) upon the contemporaneous or substantially contemporaneous release or discharge of such Guarantor (1) as a guarantor, borrower and/or issuer in respect of the Senior Secured Loan Agreement or the Senior Subordinated Note Indenture, and (2) if the Senior Secured Loan Agreement and the Senior Subordinated Note Indenture have been terminated, as a guarantor of any issue of any other indebtedness for

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borrowed money or Capital Lease of more than $5.0 million in aggregate principal amount (per issue) of the Company or any of its Subsidiaries (other than any Subsidiaries of such Guarantor), except, in each case, as a result of payment by a guarantor in its capacity as a guarantor (and not as a borrower and/or issuer);

(iii) at any time that a Letter of Credit is in effect with respect to the Bonds; or

(iv) upon or substantially contemporaneously with the payment in full of the Guaranteed Obligations.

The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under the Guaranty upon receipt of a request by the Company or such Guarantor accompanied by the documents required under the Guaranty.

Events of Default; Remedies

Each of the following events is an Event of Default under the Guaranty:

(a) Failure of any Guarantor to pay any Guaranteed Obligations upon receipt of demand by the Trustee to such Guarantor given in accordance with the Guaranty.

(b) The dissolution or liquidation of a Guarantor or the filing by a Guarantor of a voluntary petition in bankruptcy, or the entry of any order or decree granting relief in any involuntary case commenced against a Guarantor under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition shall not be discharged or denied within ninety days after the filing thereof, or if a Guarantor shall admit in writing its inability to pay its debts generally as they become due, or a receiver, trustee or liquidator of a Guarantor shall be appointed in any proceeding brought against the Guarantor and shall not be discharged within ninety days after such appointment or if a Guarantor shall consent to such appointment, or assignment by the Guarantor of all or substantially all of its assets for the benefit of its creditors, or the entry by the Guarantor into an agreement of composition with its creditors with respect to all or substantially all of its assets, or a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against a Guarantor under any applicable bankruptcy, reorganization or analogous law as now or hereafter in effect and if initiated against the Guarantor shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, the term “dissolution or liquidation of a Guarantor,” as used in this subsection, shall not be construed to include the cessation of the existence of a Guarantor resulting either from a merger or consolidation of the Guarantor into or with another entity or a dissolution or liquidation of the Guarantor following a transfer of all or substantially all of its assets as an entirety; and provided further that an Event of Default shall not be triggered under this Subsection (b) if the Company and the unaffected Guarantor or Guarantors shall continue to own more than 50% of the consolidated assets of the Company and the Subsidiaries.

(c) If any representation made by a Guarantor contained in the Guaranty was false or misleading in any material respect at the time it was made or delivered.

Whenever an Event of Default shall have happened and be continuing, (a) the Trustee in the manner provided in the Indenture may declare the entire unpaid principal of, or redemption premium, if any, and interest on the Bonds to be immediately due and payable, and (b) the Trustee may, in its discretion, or shall upon the written request of the Holders of 66 2/3% in principal amount of Bonds then Outstanding, take whatever action at law or in equity as may appear necessary or desirable to collect payments then due or thereafter to become due hereunder or to enforce observance or performance of any covenant or agreement of the Guarantors under the Guaranty.

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In case the Trustee shall have proceeded to enforce the Guaranty and such proceedings shall have been discontinued or abandoned for any reason, then and in every such case each Guarantor and the Trustee, subject to any determination in any applicable proceeding, shall be restored respectively to their several positions and rights under the Guaranty, and all rights, remedies and powers of the Guarantors and the Trustee shall continue as though no such proceeding had been taken.

Amendment of Guaranty

The Trustee and the Guarantors may, without the consent of or notice to the owners or beneficial owners of the Bonds, enter into any amendment, change or modification of the Guaranty (i) as may be required by the provisions of the Guaranty or the Indenture, (ii) for the purpose of curing any ambiguity or inconsistency, defective provision or omission, (iii) in connection with an amendment of the Indenture or the Agreement to effect any event or purpose for which there could be such an amendment without the consent of the Holders, or (iv) in connection with any other change therein that is not to the material prejudice of the Trustee or the owners or beneficial owners of the Bonds. Except for the amendments, changes or modifications described in the preceding sentence, the Trustee and the Guarantors may not enter into any other amendment, change or modification of the Guaranty without first mailing notice to, and obtaining the written approval or consent of, the owners or beneficial owners of not less than a majority in aggregate principal amount of the Bonds at the time outstanding; provided, however, that the foregoing does not permit, without the written approval or consent of the Holders of 100% in aggregate principal amount of the Bonds then Outstanding, an extension of the time of payment of, or a reduction in, any of the Guaranteed Obligations. In addition, any amendment, change or modification of the Guaranty relating to payments due the Authority under the Agreement may only be made with the prior written consent of the Authority. No amendment, modification or waiver of any provision of the Guaranty relating to any Guarantor or consent to any departure by any Guarantor from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee. Further, notwithstanding the foregoing, while the Senior Secured Loan Agreement remains in effect, the parties have agreed that they will not (x) amend, modify or waive the provisions set forth in the Guaranty relating to release of a Guarantor or (y) amend, modify or waive any of the other provision of the Guaranty (i) if the effect of such modification or waiver would be to delete or otherwise render ineffective the references to provisions set forth in the Guaranty relating to release of a Guarantor or (ii) in a manner that could reasonably be expected to be materially adverse to the holders of the Senior Secured Loan Agreement, without, in each case, the prior written consent of the administrative agent thereunder.

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APPENDIX C

FORM OF OPINION OF BOND COUNSEL FOR THE BONDS

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APPENDIX C-1

FORM OF ORIGINAL OPINION OF BOND COUNSEL FOR THE BONDS

August 27, 2015

Finance Authority of Maine Five Community Drive Augusta, Maine 04332-0949

Re: Up to $30,000,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2015 (the “Bonds”)

Ladies and Gentlemen:

We have acted as bond counsel to the Finance Authority of Maine (the “Authority”) in connection with the issuance of the Bonds described above by the Authority. In such capacity, we have examined the law and such certified proceedings and other papers as we have deemed necessary to render this opinion, including the Indenture dated as of August 1, 2015 (the “Indenture”) between the Authority and U.S. Bank National Association, as Trustee (the “Trustee”) and the Financing Agreement dated as of August 1, 2015 (the “Agreement”) between the Authority and Casella Waste Systems, Inc. (the “Company”). Terms not defined herein shall have the same meanings as set forth in the Indenture and the Agreement.

As to questions of fact material to our opinion we have relied upon representations and covenants of the Authority and the Company contained in the Indenture and the Agreement, the certified proceedings and other certifications of public officials furnished to us, and certifications by officials of the Company and others, without undertaking to verify the same by independent investigation.

The Bonds are issued pursuant to the Indenture. Under the Agreement the Company has agreed to make payments sufficient to pay when due the principal (including sinking fund installments) of, purchase price of and premium (if any) and interest on the Bonds. Such payments and other moneys payable to the Authority or the Trustee under the Agreement, including proceeds derived from any security provided thereunder (collectively, the “Revenues”), and the rights of the Authority under the Agreement to receive the same (excluding, however, certain administrative fees, indemnification and reimbursements), are pledged and assigned by the Authority to the Trustee as security for the Bonds. The Bonds are payable solely from the Revenues. The Bonds do not constitute a general obligation of the Authority nor are they a debt or pledge of the faith and credit of the State of Maine. Reference is hereby made to the Indenture and the Agreement for detailed statements of the rights and obligations (and limitations on liability, as the case may be) of the Authority, the Company, the Trustee and the owners of the Bonds.

We express no opinion with respect to compliance by the Company with applicable legal requirements in connection with the acquisition, construction, equipping, leasing or operation of the Project, or with the Agreement.

Reference is made to opinions of even date of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, with respect to, among other matters, the corporate existence of the Company, the power of the Company to carry out the Project being financed in part by the Bonds, the power of the Company to enter into and perform its obligations under the Agreement, and the authorization, execution and delivery of the Agreement by the Company.

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Based on the foregoing, we are of the opinion that:

1. The Authority is a duly created and validly existing body corporate and politic and a public instrumentality of the State of Maine with the power to enter into and perform the Indenture and the Agreement and to issue the Bonds.

2. Each of the Indenture and the Agreement has been duly authorized, executed and delivered by the Authority and is a valid and binding obligation of the Authority enforceable upon the Authority.

3. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding special limited obligations of the Authority, payable solely from the Revenues.

4. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes, assuming continued compliance with certain covenants, and assuming the continued use of the Project as a solid waste disposal facility. We express no opinion as to the status of interest on any Bond during any period while it is being held by a person who is a “substantial user” of the Project or a “related person” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”). We observe that interest on the Bonds is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Further, the Code establishes certain requirements that must be continuously satisfied subsequent to the issuance of the Bonds in order for interest on the Bonds to remain excluded from gross income for federal income tax purposes. These requirements include restrictions on the use, expenditure and investment of bond proceeds and the payment of rebates, or penalties in lieu of rebate, to the United States. Failure to comply with these requirements may cause interest on the Bonds to become included in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issuance of the Bonds. The Company, and, to the extent necessary, the Authority have covenanted to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

5. Interest on the Bonds, including the profit made from their transfer or sale, is exempt from taxation within the State of Maine. We express no opinion as to other Maine tax consequences arising with respect to the Bonds or any tax consequences arising with respect to the Bonds under the laws of any state other than Maine.

This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason.

The rights of the owners of the Bonds and the enforceability of the Bonds, the Indenture and the Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases.

Very truly yours,

Locke Lord LLP

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APPENDIX C-2

FORM OF APPROVING OPINION OF BOND COUNSEL

[Date of Delivery]

Finance Authority of Maine Five Community Drive Augusta, Maine 04332-0949

Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Purchaser 555 California Street San Francisco, California 94104

Re: Finance Authority of Maine Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2015R-2

Ladies and Gentlemen:

On August 27, 2015 (the “2015 Issue Date”), the Finance Authority of Maine (the “Authority”) issued its up to $30,000,000 Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2015 (the “Bonds”), pursuant to a bond resolution duly adopted by the Authority on November 6, 2015 (the “Resolution”), and an Indenture, dated as of August 1, 2015 (the “Indenture”), between the Authority and U.S. Bank National Association, as trustee (the “Trustee”). The Bonds were issued to finance certain costs of the acquisition, design, construction and installation of certain solid waste disposal, recycling, collection and transfer facilities and related improvements (collectively, the “Project”) for the benefit of Casella Waste Systems, Inc., a Delaware corporation (the “Company”).

All capitalized terms, not otherwise defined herein, shall have the meanings ascribed to such terms in the Indenture.

On the 2015 Issue Date, the Authority issued $15,000,000 principal amount of the Bonds for value out of the total $30,000,000 aggregate principal amount authorized. On the date hereof, the Authority is issuing the remaining $15,000,000 principal amount of the Bonds for value (the “Series 2015R-2 Bonds”).

Locke Lord LLP (“Locke Lord”) acted as bond counsel to the Authority relative to its issuance of the Bonds on the 2015 Issue Date. In such capacity, Locke Lord delivered its approving opinion, dated August 27, 2015 (the “Original Opinion”), regarding the validity, enforceability and tax-exempt status of the Bonds under and pursuant to the Internal Revenue Code of 1986, as amended (the “Code”). We are serving as bond counsel to the Authority (“Bond Counsel”) in connection with the issuance of the Series 2015R-2 Bonds, and, in such capacity, we have been asked to deliver this opinion pursuant to Section 2.13(A)(vi) of the Indenture.

As Bond Counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Indenture, the form of the Series 2015R-2 Bonds, and such instruments, certificates and documents as we have deemed necessary or appropriate for the purposes of the opinions rendered below.

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In such examination, we have assumed the genuineness of all signatures, the authenticity and due execution of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. As to any facts material to our opinion, we have relied upon, and assumed the accuracy and truthfulness of, the aforesaid instruments, certificates and documents, without having conducted any independent investigation.

We call your attention to the fact that, except as described herein, we have not been engaged to, nor have we undertaken to, determine whether events occurring subsequent to the date of issuance of the Bonds (other than the issuance of the Series 2015R-2 Bonds) have adversely affected the exclusion from gross income for federal income tax purposes of interest payable on the Bonds, and, for purposes of rendering the opinion expressed below, we have assumed that no such events have occurred.

Based upon and in reliance upon the foregoing, it is our opinion that:

1. The issuance of the Series 2015R-2 Bonds is authorized by the Indenture.

2. Under existing statutes, regulations, administrative rulings and court decisions, the issuance of the Series 2015R-2 Bonds for value on the date hereof will not, in and of itself, adversely affect the exclusion from gross income of the interest on the Bonds, for purposes of federal income taxation.

In addition, we note that the Original Opinion stated that interest on the Bonds is an “item of tax preference” for purposes of computing the federal alternative minimum tax on individuals and corporations. Bond Counsel observes that on December 22, 2017, H.R. 1 (Public Law 115-97), commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), was enacted into law. Section 12001 of the 2017 Tax Act amends the Code by repealing the federal corporate alternative minimum tax for taxable years beginning after December 31, 2017 and, accordingly, interest on the Bonds held by corporate taxpayers is not an item of tax preference under the Code for purposes of the federal corporate alternative minimum tax for their taxable years beginning after December 31, 2017.

We advise you that our opinion in paragraph 2 above is limited to the effect of the issuance of the Series 2015R-2 Bonds for value on the exclusion from gross income for federal income tax purposes of the interest on the Bonds and does not constitute a restatement as of the date hereof of paragraph 4 of the Original Opinion relating to interest on the Bonds being excluded from the gross income of the Holders thereof for federal income tax purposes. This opinion is rendered under existing law as of the date hereof and we assume no obligation to update this opinion after the date hereof to reflect any further action, future fact or circumstance, or change in law or interpretation, or otherwise.

The above opinion is limited solely to the matters expressly set forth above. No other opinions are intended, nor should they be inferred herefrom. This opinion is solely for the use of the addressees hereof and may not be relied upon by any other person or used for any other purpose without our prior written consent.

We express no opinion herein except as to the laws of the State of Maine and the federal laws of the United States.

Hinckley, Allen & Snyder LLP

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