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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
AUGUST 28, 2000 (AUGUST 14, 2000)
SYNAGRO TECHNOLOGIES, INC.
(Exact name of registrant as
specified in its charter)
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DELAWARE 0-21054 76-0511324
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
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1800 BERING, SUITE 1000
HOUSTON, TEXAS 77057
(Address of principal executive offices and zip code)
(713) 369-1700
(Registrant's telephone number,
including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Bio Gro
On August 14, 2000, Synagro Technologies, Inc., a Delaware Corporation
("Synagro") acquired all of the shares of outstanding capital stock of
Wheelabrator Water Technologies, Inc., a Maryland corporation ("WWTI") and of
Residuals Processing, Inc., a California corporation ("RPI" and together with
WWTI, "Bio Gro"), pursuant to a Stock Purchase Agreement by and among Synagro,
Resco Holdings, Inc., a Delaware corporation ("Resco"), Waste Management
Holdings, Inc., a Delaware corporation ("WMHI"), and Waste Management, Inc., a
Delaware corporation ("WMI") dated April 28, 2000 (the "Stock Purchase
Agreement"), a copy of which is attached hereto as Exhibit 2.1. Synagro paid to
Resco and WMHI an aggregate cash purchase price of $146,000,000 plus assumed
debt of $52,925,000. The purchase price is subject to a shareholder's equity
adjustment based on the closing date balance sheet delivered 90 days after the
closing date. The purchase price was determined based upon an evaluation of the
businesses of WWTI and RPI and the results of negotiations between the parties.
The acquisition will be recorded using the purchase method of accounting. The
foregoing discussion is only a summary and is qualified in its entirety by
reference to the attached Stock Purchase Agreement filed as an exhibit hereto
and incorporated herein by reference.
Financing
In order to fund the acquisitions of WWTI and RPI, and to pay the
related transaction expenses, Synagro (i) sold 29,002.532 shares of Series E
Convertible Preferred Stock, par value $.002 per share (the "Series E Preferred
Stock") to GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR Fund"),
TCW/Crescent Mezzanine Partners II, L.P., a Delaware limited partnership, TCW
Crescent Mezzanine Trust II, a Delaware business trust, TCW Leveraged Income
Trust, L.P., a Delaware limited partnership, TCW Leveraged Income Trust II,
L.P., a Delaware limited partnership, and TCW Leveraged Income Trust IV, L.P., a
Delaware limited partnership (collectively, the "TCW/Crescent Lenders"), for an
aggregate purchase price of $29,002,531.25 pursuant to the terms and provisions
of the Amended and Restated Purchase Agreement dated as of August 14, 2000, a
copy of which is attached hereto as Exhibit 2.2 (the "Purchase Agreement"); (ii)
borrowed $26,379,992.75 of subordinated indebtedness from GTCR Capital Partners,
L.P., a Delaware limited partnership ("GTCR Capital") and the TCW/Crescent
Lenders, pursuant to the Amended and Restated Senior Subordinated Loan Agreement
dated as of August 14, 2000, a copy of which is attached hereto as Exhibit 2.3
(the "Loan Agreement"), and (iii) borrowed $92,075,000 under the Amended and
Restated Senior Credit Agreement by and among Synagro, Bank of America, N.A. and
certain other lenders dated as of August 14, 2000, a copy of which is attached
hereto as Exhibit 2.4 (the "Senior Credit Agreement"). In connection with the
Purchase Agreement and the Loan Agreement, Synagro also issued warrants to (i)
the TCW/Crescent Lenders to purchase 3,790.795 shares of Series E Preferred
Stock, pursuant to the TCW/Crescent Warrant Agreement, a copy of which is
attached hereto as Exhibit 2.5 (the "TCW Warrant Agreement"), (ii) GTCR Capital
to purchase 296.504 shares of Series E Preferred Stock, pursuant to the Amended
and Restated GTCR Warrant Agreement, a copy of which is attached hereto as
Exhibit 2.6 (the "GTCR Warrant Agreement"); and (iii) GTCR Fund and the
TCW/Crescent lenders to purchase 2,589.635 and 229.880 shares of Series E
Preferred
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Stock, respectively, pursuant to the terms of the Purchase Agreement ("Stock
Purchase Warrant"), a copy of the form of which is attached hereto as Exhibit
2.7 (collectively, the "Warrants"). The Warrants were immediately exercised by
their respective registered holders at a price of $.01 per share. This Financing
section is discussed in further detail under Item 5 of this Report.
ITEM 5. OTHER EVENTS
On August 14, 2000, Synagro entered into 3 related transactions
consisting of equity and subordinated indebtedness (collectively, the "Financing
Transactions"). The equity component of the Financing Transactions ("Equity
Financing") was entered into pursuant to the terms of the Purchase Agreement.
The subordinated debt component of the Financing Transactions ("Subordinated
Debt Financing") was entered into pursuant to the terms of the Loan Agreement.
The senior secured debt component of the Financing Transactions ("Senior Debt
Financing") was entered into pursuant to the terms of the Senior Credit
Agreement.
The detailed terms of the Financing Transactions are contained in the
Purchase Agreement, the Loan Agreement and the Senior Credit Agreement, which
are attached as exhibits hereto, and are incorporated herein by reference. The
following discussion sets forth a description of the material terms of the
Purchase Agreement, the Loan Agreement and the Senior Credit Agreement. The
description herein is qualified in its entirety by reference to the Purchase
Agreement, the Loan Agreement and the Senior Credit Agreement.
Equity Financing
Terms of Purchase Agreement
Pursuant to the terms of the Amended and Restated Purchase Agreement
dated August 14, 2000, GTCR Fund, GTCR Co-Invest, L.P., a Delaware limited
partnership ("GTCR Co-Invest"), and the TCW/Crescent Lenders agreed to provide
up to $125 million in equity financing to fund acquisitions and for certain
other uses, in each case as approved by the Board of Directors of Synagro (the
"Board"), GTCR Fund, and GTCR Co-Invest Fund (an "Approved Use"). Prior to the
date of this Current Report, Synagro has issued 21,904.4 shares of Series D
Preferred Stock and 35,843 shares of Series E Preferred Stock pursuant to the
terms of the Purchase Agreement. Synagro may issue an additional 67,254 shares
of Preferred Stock to GTCR Fund and GTCR Co-Invest Fund for an Approved Use
under the terms of the Purchase Agreement.
Subsequent Closings. GTCR Fund and GTCR Co-Invest may from time to
time and subject to the terms and conditions set forth in the Purchase
Agreement, upon written request of the Board in connection with an Approved Use,
purchase up to an additional 67,254 shares of one or more new series of
convertible preferred stock as designated by the Board and with an initial
conversion price agreed to by the Board and a majority of the holders of the
preferred stock issued pursuant to the Purchase Agreement and the Warrants, at a
price of $1,000 per share (such amounts to be adjusted from time to time as a
result of stock dividends, stock splits, recapitalization and similar events).
The initial conversion price is to be determined by taking
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into account, among other things, an assumed equity value for Synagro equal to
the result of (i) seven multiplied by Synagro's earnings before interest, taxes
and amortization minus (ii) Synagro's outstanding indebtedness.
Simultaneously with any purchase of Preferred Stock by GTCR Fund and
GTCR Co-Invest Fund at the subsequent closing, the TCW/Crescent Lenders will
purchase, and Synagro will sell, at a price of $1,000 per share, a number of
shares of the series preferred stock being sold to GTCR Fund and GTCR Co-Invest
Fund at the subsequent closing equal to (i) the number of shares of Preferred
Stock to be purchased by GTCR Fund and GTCR Co-Invest Fund at the subsequent
closing, multiplied by (ii) 0.059322034. However, at the subsequent closing, the
TCW/Crescent Lenders will not have the right to purchase Preferred Stock in
connection with a subsequent closing unless the TCW/Crescent Lenders have agreed
to make a loan to Synagro pursuant to the Loan Agreement at such subsequent
closing.
Amended and Restated Registration Agreement
In accordance with the Amended and Restated Purchase Agreement
and the Amended and Restated Loan Agreement, Synagro entered into an Amended and
Restated Registration Agreement with GTCR Fund, GTCR Co-Invest Fund, GTCR
Capital and the TCW/Crescent Lenders on August 14, 2000 (the "Amended and
Restated Registration Agreement"), a copy of which is attached hereto as Exhibit
2.8. The primary purpose of amending and restating the original Registration
Agreement dated January 27, 2000 was to allow GTCR Co-Invest and the
TCW/Crescent Lenders to receive the same registration rights as the previous
investors. The demand registration rights and piggyback registration rights
granted under the Amended and Restated Registration Agreement are substantially
similar to the ones granted by the original Registration Agreement.
Stockholders Agreement
Pursuant to the terms of the Purchase Agreement and the Subordinated
Loan Agreement, Synagro, GTCR Fund, GTCR Co-Invest Fund, GTCR Capital
(collectively, the "GTCR Investors"), and the TCW/Crescent Lenders (together
with the GTCR Investors, the "Preferred Stockholders") entered into the
Stockholders Agreement dated August 14, 2000, a copy of which is attached hereto
as Exhibit 2.9 (the "Stockholders Agreement"). The Stockholders Agreement grants
certain participation rights, rights of first refusal, and drag-along rights
among the Preferred Stockholders.
Subordinated Debt Financing
Amended and Restated Subordinated Loan Agreement
Pursuant to the terms of the original Loan Agreement dated January 27,
2000, GTCR Capital loaned Synagro $26,380,400 (the "Existing GTCR Debt").
Pursuant to the terms of the Amended and Restated Loan Agreement dated August
14, 2000, GTCR Capital and the TCW/Crescent Lenders agreed to provide up to $125
million (including the Existing GTCR Debt) in subordinated debt financing (i) to
finance a portion of the acquisition of Wheelabrator
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Water Technologies, Inc. and Residuals Processing, Inc. in the amount of
$26,379,992.75 (the "Bio Gro Loan"), (ii) to finance in part one or more future
acquisitions and (iii) for certain other uses, in each case as approved by the
Board and GTCR Capital. Prior to the date of this Current Report, Synagro has
incurred $52,760,392.75 of indebtedness under the terms of the Amended and
Restated Subordinated Loan Agreement. Synagro may issue an additional
$72,239,607.25 in indebtedness under the terms of the Loan Agreement.
After the Bio Gro Loan, subsequent loans are to be funded 50% by the
TCW/Crescent Lenders and 50% by GTCR Capital. In the event that the TCW/Crescent
Lenders elect not to fund an acquisition that has been approved by the Board of
Directors of Synagro and GTCR Capital (an "Approved Use"), GTCR Capital will
fund 100% of the loan. Each lender, acting individually, may, but is not
obligated to, make loans to Synagro from time to time after the Bio Gro Loan,
upon written request by Synagro's Board of Directors, solely for purposes of an
Approved Use and subject to fulfillment of all conditions set forth in the Loan
Agreement.
The loans under the Amended and Restated Subordinated Loan Agreement
("Loans") shall bear interest at a rate equal to 12% per annum on the unpaid
principal amount thereof; provided, that upon an Event of Default (as defined
below) and for so long as it is continuing, the interest rate on the unpaid
principal amount of the Loans shall increase to 14%. Interest shall be payable
with respect to the Loans, in arrears, on the last day of each Interest Period.
The Interest Period means (i) initially, the period commencing (a) on the date
such loans were made, (b) on August 14, 2000 (with respect to the Bio Gro Loan)
or (c) on the date any subsequent loan is made and ending on the next succeeding
Interest Payment Date and (ii) thereafter, each quarterly period ending on March
25, June 25, September 25, or December 25 (each such date, an "Interest Payment
Date"). The unpaid principal amount of the Loans plus all accrued and unpaid
interest must be paid in full on January 27, 2008. The Amended and Restated
Subordinated Loan Agreement does permit Synagro to make prepayments on the loan,
in full or in part, upon not less than 5 days and not more than 30 days prior
written notice; provided that any prepayment amount must be at least $1 million
and in integrals of $250,000. The Amended and Restated Subordinated Loan
Agreement also requires that Synagro use certain proceeds from asset sales, debt
issuances and equity issuances to prepay the Loans. The Loans are guaranteed by
all subsidiaries of Synagro. The Loans shall be evidenced by a promissory note.
TCW/Crescent Warrant Agreement
Under the terms of the TCW/Crescent Warrant Agreement, Synagro is
required to issue a warrant to purchase Convertible Preferred Stock to the
TCW/Crescent Lenders in connection with any loan under the Loan Agreement ("TCW
Warrant"), a copy of the form of the TCW Warrant is attached hereto as Exhibit
2.10. The formula for determining the number of shares issuable upon exercise is
described therein.
Amended and Restated GTCR Warrant Agreement
Under the terms of the GTCR Warrant Agreement, Synagro is required to
issue a warrant to purchase Convertible Preferred Stock to GTCR Capital in
connection with any loan under the Amended and Restated Subordinated Loan
Agreement ("GTCR Warrant"), a copy of the form of
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the GTCR Warrant is attached hereto as Exhibit 2.11. The formula for determining
the number of shares issuable upon exercise is described therein.
Amended and Restated Monitoring Agreement
In connection with the transactions contemplated by the Loan Agreement,
Synagro, GTCR Golder Rauner, L.L.C. ("GTCR Golder"), and the TCW/Crescent
Lenders entered into an Amended and Restated Monitoring Agreement on August 14,
2000 (the "Monitoring Agreement") a copy of which is attached hereto as Exhibit
2.12. The primary purpose for the execution of this Monitoring Agreement was to
allow the TCW/Crescent Lenders to share in the monitoring fees granted to GTCR
Golder in the original Monitoring Agreement dated January 27, 2000. Under the
Monitoring Agreement, Synagro agreed that at the time of any financing under the
Loan Agreement, Synagro will pay GTCR Golder and the TCW/Crescent Lenders a
monitoring fee equal to 0.5% of the aggregate amount of such financing. The
Monitoring Agreement shall terminate upon the sale of Synagro or at such time as
all loan obligations under the Loan Agreement have been paid in full.
Senior Debt Financing
Pursuant to the terms of the Senior Credit Agreement, Bank of America,
N.A. and certain other lenders (the "Senior Lenders") agree to provide up to
$230,000,000 in senior debt financing to fund acquisitions permitted by the
Senior Credit Agreement, for working capital, to refinance existing debt, for
capital expenditures and for other general corporate purposes. As of the date of
this Current Report, Synagro has incurred $192,075,000 of indebtedness under the
terms of the Senior Credit Agreement. The loan commitments under the Senior
Credit Agreement are divided as follows:
(i) Revolving Loans up to $30,000,000 outstanding at any one
time available prior to July 27, 2005. Bank of America may make Swing
Line Loans as a utilization of part of the Revolving Loan commitment,
to be repaid and shared pro rata by all of the Senior Lenders.
(ii) Term A Loans (which once repaid may not be reborrowed) of
up to $50,000,000 made on the closing date.
(iii) Term B Loan (which once repaid may not be reborrowed) of
$100,000,000 made on the closing date.
(iv) Acquisition Loans up to $50,000,000 outstanding at any
one time available on a revolving basis prior to February 14, 2002. The
obligation of the Senior Lenders to make any Acquisition Commitment
Loan is subject to the further condition that (1) certain Senior
Lenders approve the acquisition, and (2) Synagro meets certain
financial ratios.
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(v) Synagro has the ability to obtain up to $20,000,000 in
letters of credit outstanding at any one time from the Senior Lenders
as a subset of the Revolving Loans.
Any funding of Senior Loans after the closing date is subject, in
addition to the requirements set forth above, to the requirement that the
representations and warranties of Synagro set forth in the Senior Credit
Agreement must be true and correct in all material respects, that no default or
event of default exists as of the date of such loan, that no litigation or other
proceeding shall be pending or threatened which might have a material adverse
effect, that no development shall have occurred in any existing litigation or
proceeding which might have a material adverse effect, and that the Senior
Lenders have received certain confirmatory documents in form and substance
acceptable to the Senior Lenders confirming that Synagro is meeting all of its
covenants, including financial covenants under the Senior Credit Agreement.
The loans under the Senior Credit Agreement (the "Senior Loans") shall
bear interest at a varying pricing schedule, as described in the Senior Credit
Agreement. Upon the occurrence of an event of default, the interest rate
applicable to each Senior Loan shall be increased by 2%. Interest shall be
payable with respect to prime rate based loans on the last day of each calendar
month and at the maturity of the Senior Loans. Interest shall be payable with
respect to Eurodollar Loans on the last day of each interest period, but no less
than once every three months, and at the maturity of the Senior Loans. The
unpaid principal balance of the Senior Loans (other than the Revolving Loans)
shall be payable in amounts and on the dates described in the Senior Credit
Agreement. The Revolving Loans shall be repaid in full on July 27, 2005, unless
the Revolving Commitments are terminated earlier pursuant to the terms of the
Senior Credit Agreement. The Senior Credit Agreement does permit Synagro to make
prepayments on the Senior Loans, in full or in part provided that each
prepayment of a Revolving Loan must be at least $100,000 or an integral thereof,
and prepayments of all other Loans must be of at least $300,000 and in $100,000
integrals. Prepayments of Eurodollar Loans prior to the end of an interest
period must be accompanied by payment of the losses to the Senior Lender caused
by the prepayment.
The Senior Loans are secured by all of the assets of Synagro and all of
its subsidiaries, and are guaranteed by all subsidiaries of Synagro.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
As of the filing date of this Form 8-K, Synagro has found it
impracticable to file the required financial statements of Bio Gro.
Synagro intends to file the required financial statements at the
earliest practicable date but in any event no later than 60 days after
the date the initial report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
As of the filing date of this Form 8-K, Synagro has found it
impracticable to file the required pro forma financial information for
Bio Gro. Synagro intends to file the
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required pro forma financial information at the earliest practicable
date but in any event no later than 60 days after the date the initial
report on Form 8-K was required to be filed.
(c) Exhibits
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Exhibit 2.1 Stock Purchase Agreement, dated April 28, 2000, by and among Synagro Technologies,
Inc., Resco Holdings, Inc., Waste Management Holdings, Inc., and Waste Management, Inc.
Exhibit 2.2 Amended and Restated Purchase Agreement, dated August 14, 2000, by and among Synagro
Technologies, Inc., and GTCR Fund VII, L.P., GTCR Co-Invest, L.P., TCW/Crescent
Mezzanine Partners II, L.P., TCW Crescent Mezzanine Trust II, TCW Leveraged Income
Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW Leveraged Income Trust IV,
L.P.
Exhibit 2.3 Amended and Restated Senior Subordinated Loan Agreement, dated August 14, 2000, by and
among Synagro Technologies, Inc., certain subsidiary guarantors, and GTCR Capital
Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW
Leveraged Income Trust IV, L.P.
Exhibit 2.4 Amended and Restated Senior Credit Agreement, dated August 14, 2000, by and among
Synagro Technologies, Inc., Bank of America, N.A. and certain other lenders.
Exhibit 2.5 TCW/Crescent Warrant Agreement, dated August 14, 2000, by and among Synagro
Technologies, Inc. and TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II,
L.P., and TCW Leveraged Income Trust IV, L.P.
Exhibit 2.6 Amended and Restated GTCR Warrant Agreement, dated August 14, 2000, by and between
Synagro Technologies, Inc. and GTCR Capital Partners, L.P.
Exhibit 2.7 Form of Stock Purchase Warrant
Exhibit 2.8 Amended and Restated Registration Agreement, dated August 14, 2000, by and between
Synagro Technologies, Inc., GTCR Fund VII. L.P., GTCR Co-Invest, L.P., GTCR Capital
Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW
Leverage Income Trust IV, L.P.
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Exhibit 2.9 Stockholders Agreement, dated August 14, 2000, by and between Synagro Technologies
Inc., GTCR Fund VII, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P.,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW Leveraged
Income Trust IV, L.P.
Exhibit 2.10 Form of TCW/Crescent Warrant
Exhibit 2.11 Form of GTCR Warrant
Exhibit 2.12 Amended and Restated Monitoring Agreement, dated August 14, 2000, by and between
Synagro Technologies, Inc., GTCR Golder Rauner, L.L.C., and TCW/Crescent Mezzanine
Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P.,
TCW Leveraged Income Trust II, L.P., and TCW Leveraged Income Trust IV, L.P.
Exhibit 99.1 Press Release dated June 19, 2000, relating to the acquisition of Environmental
Protection and Improvement Company, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYNAGRO TECHNOLOGIES, INC.
Dated: August 28, 2000 By: /s/ J. Paul Withrow
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J. Paul Withrow
Executive Vice President
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EXHIBIT INDEX
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Exhibits
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Exhibit 2.1 Stock Purchase Agreement, dated April 28, 2000, by and among Synagro Technologies,
Inc., Resco Holdings, Inc., Waste Management Holdings, Inc., and Waste Management, Inc.
Exhibit 2.2 Amended and Restated Purchase Agreement, dated August 14, 2000, by and among Synagro
Technologies, Inc., and GTCR Fund VII, L.P., GTCR Co-Invest, L.P., TCW/Crescent
Mezzanine Partners II, L.P., TCW Crescent Mezzanine Trust II, TCW Leveraged Income
Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW Leveraged Income Trust IV,
L.P.
Exhibit 2.3 Amended and Restated Senior Subordinated Loan Agreement, dated August 14, 2000, by and
among Synagro Technologies, Inc., certain subsidiary guarantors, and GTCR Capital
Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW
Leveraged Income Trust IV, L.P.
Exhibit 2.4 Amended and Restated Senior Credit Agreement, dated August 14, 2000, by and among
Synagro Technologies, Inc., Bank of America, N.A. and certain other lenders.
Exhibit 2.5 TCW/Crescent Warrant Agreement, dated August 14, 2000, by and among Synagro
Technologies, Inc. and TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II,
L.P., and TCW Leveraged Income Trust IV, L.P.
Exhibit 2.6 Amended and Restated GTCR Warrant Agreement, dated August 14, 2000, by and between
Synagro Technologies, Inc. and GTCR Capital Partners, L.P.
Exhibit 2.7 Form of Stock Purchase Warrant
Exhibit 2.8 Amended and Restated Registration Agreement, dated August 14, 2000, by and between
Synagro Technologies, Inc., GTCR Fund VII. L.P., GTCR Co-Invest, L.P., GTCR Capital
Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW
Leverage Income Trust IV, L.P.
Exhibit 2.9 Stockholders Agreement, dated August 14, 2000, by and between Synagro Technologies
Inc., GTCR Fund VII, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P.,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., and TCW Leveraged
Income Trust IV, L.P.
Exhibit 2.10 Form of TCW/Crescent Warrant
Exhibit 2.11 Form of GTCR Warrant
Exhibit 2.12 Amended and Restated Monitoring Agreement, dated August 14, 2000, by and between
Synagro Technologies, Inc., GTCR Golder Rauner, L.L.C., and TCW/Crescent Mezzanine
Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P.,
TCW Leveraged Income Trust II, L.P., and TCW Leveraged Income Trust IV, L.P.
Exhibit 99.1 Press Release dated June 19, 2000, relating to the acquisition of Environmental
Protection and Improvement Company, Inc.
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