S-4/A 1 d440865ds4a.htm S-4/A S-4/A

As filed with the Securities and Exchange Commission on December 14, 2012

Registration No. 333-184735

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CASELLA WASTE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   4953   03-0338873

(State or other jurisdiction of

incorporation or organization)

  (Primary Standard Industrial
Classification Code Number)
 

(I.R.S. Employer

Identification Number)

Casella Waste Systems, Inc.

25 Greens Hill Lane

Rutland, Vermont 05701

(802) 772-0325

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

John W. Casella

Chairman and Chief Executive Officer

Casella Waste Systems, Inc.

25 Greens Hill Lane

Rutland, Vermont 05701

(802) 772-0325

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

Jeffrey A. Stein, Esq.

Wilmer Cutler Pickering Hale & Dorr LLP

60 State Street

Boston, MA 02109

(617) 526-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Commission acting pursuant to said Section 8(a), may determine.

 

 

 


TABLE OF ADDITIONAL REGISTRANTS

The following subsidiaries of Casella Waste Systems, Inc. are Registrant Guarantors:

 

Exact Name of Registrant Guarantor

as specified in its Charter

   State or Other
Jurisdiction of
Incorporation
or Organization
   Primary Standard
Industrial
Classification
Number
   I.R.S.
Employer
Identification
Number

All Cycle Waste, Inc.

   Vermont    4953    03-0343753

Atlantic Coast Fibers, Inc.

   Delaware    4953    22-3507048

B. and C. Sanitation Corporation

   New York    4953    16-1329345

Bristol Waste Management, Inc.

   Vermont    4953    03-0326084

C.V. Landfill, Inc.

   Vermont    4953    03-0289078

Casella Albany Renewables, LLC

   Delaware    4953    37-1573963

Casella Major Account Services, LLC

   Vermont    4953    30-0297037

Casella Recycling, LLC

   Maine    4953    01-0203130

Casella Renewable Systems, LLC

   Delaware    4953    51-0636932

Casella Transportation, Inc.

   Vermont    4953    03-0357441

Casella Waste Management of Massachusetts, Inc.

   Massachusetts    4953    03-0364282

Casella Waste Management of N.Y., Inc.

   New York    4953    14-1794819

Casella Waste Management of Pennsylvania, Inc.

   Pennsylvania    4953    12-2876596

Casella Waste Management, Inc.

   Vermont    4953    03-0272349

Casella Waste Services of Ontario LLC

   New York    4953    06-1725553

Chemung Landfill LLC

   New York    4953    13-4311132

Colebrook Landfill LLC

   New Hampshire    4953    11-3760998

CWM All Waste LLC

   New Hampshire    4953    54-2108293

Forest Acquisitions, Inc.

   New Hampshire    4953    02-0479340

Grasslands Inc.

   New York    4953    14-1782074

GroundCo LLC

   New York    4953    57-1197475

Hakes C & D Disposal, Inc.

   New York    4953    16-0431613

Hardwick Landfill, Inc.

   Massachusetts    4953    04-3157789

Hiram Hollow Regeneration Corp.

   New York    4953    14-1738989

KTI Bio Fuels, Inc.

   Maine    4953    22-2520171

KTI Environmental Group, Inc.

   New Jersey    4953    22-2427727

KTI New Jersey Fibers, Inc.

   Delaware    4953    22-3601504

KTI Operations, Inc.

   Delaware    4953    22-2908946

KTI Specialty Waste Services, Inc.

   Maine    4953    22-3375082

KTI, Inc.

   New Jersey    4953    22-2665282

Maine Energy Recovery Company, Limited Partnership

   Maine    4953    22-2493823

New England Waste Services of Massachusetts, Inc.

   Massachusetts    4953    04-3489747

New England Waste Services of ME, Inc.

   Maine    4953    01-0329311

New England Waste Services of N.Y., Inc.

   New York    4953    14-1794820

New England Waste Services of Vermont, Inc.

   Vermont    4953    03-0343930

New England Waste Services, Inc.

   Vermont    4953    03-0338865

Newbury Waste Management, Inc.

   Vermont    4953    03-0316201

NEWS of Worcester LLC

   Massachusetts    4953    20-1970539

NEWSME Landfill Operations LLC

   Maine    4953    20-0735025

North Country Environmental Services, Inc.

   Virginia    4953    54-1496372

Northern Properties Corporation of Plattsburgh

   New York    4953    14-1713791

Pine Tree Waste, Inc.

   Maine    4953    01-0513956

ReSource Waste Systems, Inc.

   Massachusetts    4953    04-3333859

Schultz Landfill, Inc.

   New York    4953    16-1550413

Southbridge Recycling & Disposal Park, Inc.

   Massachusetts    4953    04-2964541

Sunderland Waste Management, Inc.

   Vermont    4953    03-0326083

The Hyland Facility Associates

   New York    4953    16-1347028

U.S. Fiber, LLC

   North Carolina    4953    56-2026037

Waste-Stream Inc.

   New York    4953    14-1488894

Winters Brothers, Inc.

   Vermont    4953    03-0351118

The address, including zip code, and telephone number, including area code, of the principal executive office of each Registrant Guarantor listed above are the same as those of Casella Waste Systems, Inc.


EXPLANATORY NOTE

This Amendment No. 2 to the Registrant’s Registration Statement on Form S-4 (File No. 333-184735) is being filed solely for the purpose of filing updated Exhibits 5.2, 5.3, 5.4, 5.5, 5.6 and 5.7. No changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus is omitted from this filing.


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on December 14, 2012.

 

CASELLA WASTE SYSTEMS, INC.
By:   /s/ JOHN W. CASELLA
  John W. Casella
  Chairman and Chief Executive Officer

 

II-3


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  Chairman and Chief Executive Officer
(Principal Executive Officer)
  December 14, 2012
/s/ EDMOND R. COLETTA
Edmond R. Coletta
  Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Director   December 14, 2012
            *
John F. Chapple III
  Director   December 14, 2012
            *
Gregory B. Peters
  Director   December 14, 2012
            *
James F. Callahan, Jr.
  Director   December 14, 2012
            *
Joseph G. Doody
  Director   December 14, 2012
            *
James P. McManus
  Director   December 14, 2012
            *
Michael K. Burke
  Director   December 14, 2012
            *
Emily Nagle Green
  Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                            
 

John W. Casella

Attorney-in-fact

   

 

II-4


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

ALL CYCLE WASTE, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-5


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

ATLANTIC COAST FIBERS, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer and Director
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-6


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

B. AND C. SANITATION CORPORATION
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-7


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

BRISTOL WASTE MANAGEMENT, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-8


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

C.V. LANDFILL, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                         
 

John W. Casella

Attorney-in-fact

   

 

II-9


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA ALBANY RENEWABLES, LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President   December 14, 2012

 

CASELLA RENEWABLE SYSTEMS, LLC

By:   /s/ EDWIN D. JOHNSON
Edwin D. Johnson
  Sole Member†   December 14, 2012
 

Vice President and Treasurer

   
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

Casella Albany Renewables, LLC has no directors or managers.

 

II-10


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA MAJOR ACCOUNT SERVICES, LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Secretary
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

 

CASELLA WASTE SYSTEMS, INC.    
By:   /s/ JOHN W. CASELLA
John W. Casella
  Sole Member†   December 14, 2012
  Chairman and Chief Executive Officer    
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

Casella Major Account Services, LLC has no directors or managers.

 

II-11


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA RECYCLING, LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-12


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA RENEWABLE SYSTEMS, LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President, Secretary and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012

 

CASELLA WASTE SYSTEMS, INC.    
By:   /s/ JOHN W. CASELLA
John W. Casella
  Sole Member†   December 14, 2012
  Chairman and Chief Executive Officer    
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

Casella Renewable Services, LLC has no directors or managers.

 

II-13


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA TRANSPORTATION, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  Vice President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-14


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA WASTE MANAGEMENT OF
MASSACHUSETTS, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-15


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA WASTE MANAGEMENT OF N.Y., INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-16


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA WASTE MANAGEMENT OF
PENNSYLVANIA, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-17


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA WASTE MANAGEMENT, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
 

Vice President and Director

(Principal Executive Officer)

  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-18


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CASELLA WASTE SERVICES OF
ONTARIO, LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Secretary
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

 

NEW ENGLAND WASTE SERVICES OF N.Y., INC.    
By:   /s/ EDWIN D. JOHNSON
Edwin D. Johnson
  Sole Member†   December 14, 2012
  Vice President and Treasurer    
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

Casella Waste Services of Ontario, LLC has no directors or managers.

 

II-19


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CHEMUNG LANDFILL, LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasure

SIGNATURES

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Secretary
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

 

NEW ENGLAND WASTE SERVICES OF N.Y., INC.    
By:   /s/ EDWIN D. JOHNSON
Edwin D. Johnson
  Sole Member†   December 14, 2012
  Vice President and Treasurer    
*By:   /S/ JOHN W. CASELLA                    
 

John W. Casella

Attorney-in-fact

   

 

Chemung Landfill, Inc. has no directors or managers.

 

II-20


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

COLEBROOK LANDFILL LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Secretary
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

 

NEW ENGLAND WASTE SERVICES, INC.    
By:   /s/ EDWIN D. JOHNSON
Edwin D. Johnson
  Sole Member†   December 14, 2012
  Vice President and Treasurer    
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

Colebrook Landfill LLC. has no directors or managers.

 

II-21


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

CWM ALL WASTE LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

 

CASELLA WASTE MANAGEMENT, INC.    
By:   /s/ EDWIN D. JOHNSON
Edwin D. Johnson
  Sole Member†   December 14, 2012
  Vice President and Treasurer    
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

CWM All Waste LLC has no directors or managers.

 

II-22


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

FOREST ACQUISITIONS, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President, Director
(Principal Executive Officer)
  December 14, 2012
            *
Edwin D. Johnson
  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012
            *
Douglas R. Casella
  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-23


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

GRASSLANDS INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

 

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

 

Vice President and Treasurer and Director

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-24


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

GROUNDCO LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

 

President

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

 

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

 

NEW ENGLAND WASTE SERVICES OF VERMONT, INC.  
By:  

/S/ EDWIN D. JOHNSON

Edwin D. Johnson

Vice President and Treasurer

  Sole Member†   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

GroundCo LLC has no directors or managers.

 

II-25


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

HAKES C & D DISPOSAL, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

 

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-26


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

HARDWICK LANDFILL, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

 

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

 

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-27


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

HIRAM HOLLOW REGENERATION CORP.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-28


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

KTI BIO FUELS, INC.
By   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-29


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

KTI ENVIRONMENTAL GROUP, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-30


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

KTI NEW JERSEY FIBERS, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer and director

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-31


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

KTI OPERATIONS INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer and Director

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-32


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

KTI SPECIALTY WASTE SERVICES, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-33


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

KTI, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-34


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP
By:  

KTI Environmental Group, Inc.,

its general partner†

By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

KTI ENVIRONMENTAL GROUP, INC.    
By:   /S/ JOHN W. CASELLA   General Partner†   December 14, 2012
  John W. Casella    
  President and Director    
 

/S/ JOHN W. CASELLA

John W. Casella

  Director of KTI Environmental Group, Inc.   December 14, 2012
 

            *

Douglas R. Casella

  Director of KTI Environmental Group, Inc.   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

Maine Energy Recovery Company, Limited Partnership has no officers or directors.

 

II-35


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date

 

Signature

  

Title

 

Date

/S/ JOHN W. CASELLA

John W. Casella

  

Vice President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-36


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEW ENGLAND WASTE SERVICES OF ME, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-37


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEW ENGLAND WASTE SERVICES OF N.Y., INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-38


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casell\a

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-39


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEW ENGLAND WASTE SERVICES, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-40


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEWBURY WASTE MANAGEMENT, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/ JOHN W. CASELLA

John W. Casella

  

President and Director

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

  

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

            *

Douglas R. Casella

  

Vice President and Director

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-41


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEWS OF WORCESTER LLC
By:   Casella Waste Systems, Inc.,
  its sole member*
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

CASELLA WASTE SYSTEMS, INC.    
By:            
   

/s/ JOHN W. CASELLA

John W. Casella

  Sole Member   December 14, 2012
    Chairman and Chief Executive Officer        
*By:  

/S/ JOHN W. CASELLA                    

   
 

John W. Casella

Attorney-in-fact

   

 

* NEWS of Worcester LLC has no officers or directors.

 

II-42


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NEWSME LANDFILL OPERATIONS LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
 

President

(Principal Executive Officer)

  December 14, 2012

            *

Edwin D. Johnson

 

Vice President and Treasurer

(Principal Financial and Accounting Officer)

  December 14, 2012

 

NEW ENGLAND WASTE SERVICES OF ME, INC.    
By:  

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

  Sole Member†   December 14, 2012
 

Principal Financial and

Accounting Officer

   
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

NEWSME Landfill Operations LLC has no directors or managers.

 

II-43


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NORTH COUNTRY ENVIRONMENTAL
SERVICES, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-44


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

NORTHERN PROPERTIES CORPORATION OF
PLATTSBURGH
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer and Director
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-45


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

PINE TREE WASTE, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer and Director
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-46


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

RESOURCE WASTE SYSTEMS, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA

John W. Casella

  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-47


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

SCHULTZ LANDFILL, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-48


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

SOUTHBRIDGE RECYCLING & DISPOSAL
PARK, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-49


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

SUNDERLAND WASTE MANAGEMENT, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-50


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

THE HYLAND FACILITY ASSOCIATES
By:  

Casella Waste Management of N.Y., Inc.

its managing partner†

By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

CASELLA WASTE MANAGEMENT OF N.Y., INC.    
BY:    /s/ JOHN W. CASELLA
John W. Casella
  General Partner†   December 14, 2012
   President and Director    
   /s/ JOHN W. CASELLA
John W. Casella
 

Director of Casella Waste

Management of N.Y., Inc.

  December 14, 2012
  

            *

Douglas R. Casella

 

Director of Casella Waste

Management of N.Y., Inc.

  December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

The Hyland Facility Associates has no officers or directors.

 

II-51


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

U.S. FIBER, LLC
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-52


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

WASTE-STREAM INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  Vice President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-53


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 14th day of December, 2012.

 

WINTERS BROTHERS, INC.
By:   /s/ EDWIN D. JOHNSON
  Edwin D. Johnson
  Vice President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ JOHN W. CASELLA
John W. Casella
  President and Director
(Principal Executive Officer)
  December 14, 2012

            *

Edwin D. Johnson

  Vice President and Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2012

            *

Douglas R. Casella

  Vice President and Director   December 14, 2012
*By:   /S/ JOHN W. CASELLA                        
 

John W. Casella

Attorney-in-fact

   

 

II-54


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  3.1    Second Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the quarterly report on Form 10-Q of the Registrant, as filed December 7, 2007 (file no. 000-23211)).
  3.2    Third Amended and Restated By-Laws of the Registrant, (incorporated herein by reference to Exhibit 3.1 to the quarterly report on Form 8-K of the Registrant as filed February 27, 2009 (file no. 000-23211)).
  3.3    Articles of Incorporation of All Cycle Waste, Inc., as amended (Incorporated herein by reference to Exhibit 3.1 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.4    By-Laws of All Cycle Waste, Inc. (Incorporated herein by reference to Exhibit 3.2 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.5    Certificate of Incorporation of Atlantic Coast Fibers, Inc., as amended. (Incorporated herein by reference to Exhibit 3.5 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.6    By-Laws of Atlantic Coast Fibers, Inc. (Incorporated herein by reference to Exhibit 3.6 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.7    Certificate of Incorporation of B. and C. Sanitation Corporation, as amended. (Incorporated herein by reference to Exhibit 3.7 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.8    Amended and Restated By-Laws of B. and C. Sanitation Corporation. (Incorporated herein by reference to Exhibit 3.8 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.9    Articles of Association of Bristol Waste Management, Inc. (Incorporated herein by reference to Exhibit 3.11 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.10    By-Laws of Bristol Waste Management, Inc. (Incorporated herein by reference to Exhibit 3.12 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.11    Articles of Association of C.V. Landfill, Inc. (Incorporated herein by reference to Exhibit 3.129 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed February 20, 2004 (file no. 333-112996)).
  3.12    By-Laws of C.V. Landfill, Inc. (Incorporated herein by reference to Exhibit 3.130 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed February 20, 2004 (file no. 333-112996)).
  3.13*    Certificate of Formation of Casella Albany Renewables, LLC.
  3.14*    Limited Liability Company Agreement of Casella Albany Renewables, LLC.
  3.15*    Articles of Organization of Casella Major Account Services, LLC.
  3.16*    Limited Liability Company Agreement of Casella Major Account Services, LLC.

 

II-55


Exhibit
Number

  

Description

  3.17*    Certificate of Organization of Casella Recycling, LLC (formerly KTI Recycling of New England, Inc.).
  3.18*    Amended and Restated Limited Liability Company Agreement of Casella Recycling, LLC (formerly KTI Recycling of New England, Inc.).
  3.19*    Certificate of Formation of Casella Renewable Systems, LLC.
  3.20*    Limited Liability Company Agreement of Casella Renewable Systems, LLC.
  3.21    Articles of Incorporation of Casella Transportation, Inc. (Incorporated herein by reference to Exhibit 3.19 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.22    By-Laws of Casella Transportation, Inc. (Incorporated herein by reference to Exhibit 3.20 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.23    Articles of Organization of Casella Waste Management of Massachusetts, Inc., as amended. (Incorporated herein by reference to Exhibit 3.21 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.24    By-Laws of Casella Waste Management of Massachusetts, Inc. (Incorporated herein by reference to Exhibit 3.22 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.25    Certificate of Incorporation of Casella Waste Management of N.Y., Inc., as amended. (Incorporated herein by reference to Exhibit 3.23 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.26    By-Laws of Casella Waste Management of N.Y., Inc. (Incorporated herein by reference to Exhibit 3.24 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.27    Articles of Incorporation of Casella Waste Management of Pennsylvania, Inc. (Incorporated herein by reference to Exhibit 3.25 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.28    By-Laws of Casella Waste Management of Pennsylvania, Inc. (Incorporated herein by reference to Exhibit 3.26 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.29    Articles of Association of Casella Waste Management, Inc. (Incorporated herein by reference to Exhibit 3.27 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.30    By-Laws of Casella Waste Management, Inc. (Incorporated herein by reference to Exhibit 3.28 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.31*    Articles of Organization of Casella Waste Services of Ontario LLC.
  3.32*    Limited Liability Company Agreement of Casella Waste Services of Ontario LLC.
  3.33*    Articles of Organization of Chemung Landfill LLC.
  3.34*    Limited Liability Company Agreement of Chemung Landfill LLC.

 

II-56


Exhibit
Number

  

Description

  3.35*    Certificate of Formation of Colebrook Landfill LLC.
  3.36*    Limited Liability Company Agreement of Colebrook Landfill LLC.
  3.37    Certificate of Formation of CWM All Waste LLC. (Incorporated herein by reference to Exhibit 3.131 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed February 20, 2004 (file no. 333-112996)).
  3.38*    Limited Liability Company Agreement of CWM All Waste LLC.
  3.39    Articles of Incorporation of Forest Acquisitions, Inc. (Incorporated herein by reference to Exhibit 3.49 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.40    By-Laws of Forest Acquisitions, Inc. (Incorporated herein by reference to Exhibit 3.50 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.41    Certificate of Incorporation of Grasslands Inc. (Incorporated herein by reference to Exhibit 3.51 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.42    By-Laws of Grasslands Inc. (Incorporated herein by reference to Exhibit 3.52 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.43    Articles of Organization of GroundCo LLC. (Incorporated herein by reference to Exhibit 3.132 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed February 20, 2004 (file no. 333-112996)).
  3.44*    Limited Liability Company Agreement of Ground Co LLC.
  3.45    Certificate of Incorporation of Hakes C & D Disposal, Inc. (Incorporated herein by reference to Exhibit 3.53 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.46    By-Laws of Hakes C & D Disposal, Inc. (Incorporated herein by reference to Exhibit 3.54 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.47    Articles of Organization of Hardwick Landfill, Inc. (Incorporated herein by reference to Exhibit 3.133 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed February 20, 2004 (file no. 333-112996)).
  3.48    By-Laws of Hardwick Landfill, Inc. (Incorporated herein by reference to Exhibit 3.134 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed February 20, 2004 (file no. 333-112996)).
  3.49    Certificate of Incorporation of Hiram Hollow Regeneration Corp. (Incorporated herein by reference to Exhibit 3.55 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.50    By-Laws of Hiram Hollow Regeneration Corp. (Incorporated herein by reference to Exhibit 3.56 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.51    Articles of Incorporation of KTI Bio Fuels, Inc. (Incorporated herein by reference to Exhibit 3.60 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).

 

II-57


Exhibit
Number

  

Description

  3.52    By-Laws of KTI Bio Fuels, Inc. (Incorporated herein by reference to Exhibit 3.61 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.53    Certificate of Incorporation of KTI Environmental Group, Inc., as amended. (Incorporated herein by reference to Exhibit 3.62 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.54    Amended and Restated By-Laws of KTI Environmental Group, Inc. (Incorporated herein by reference to Exhibit 3.63 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.55    Certificate of Incorporation of KTI New Jersey Fibers, Inc. (Incorporated herein by reference to Exhibit 3.64 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.56    By-Laws of KTI New Jersey Fibers, Inc. (Incorporated herein by reference to Exhibit 3.65 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.57    Certificate of Incorporation of KTI Operations, Inc. (Incorporated herein by reference to Exhibit 3.66 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.58    By-Laws of KTI Operations, Inc. (Incorporated herein by reference to Exhibit 3.67 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.59    Articles of Incorporation of KTI Specialty Waste Services, Inc. (Incorporated herein by reference to Exhibit 3.70 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.60    By-Laws of KTI Specialty Waste Services, Inc. (Incorporated herein by reference to Exhibit 3.71 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.61    Restated Certificate of Incorporation of KTI, Inc., as amended. (Incorporated herein by reference to Exhibit 3.72 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.62    By-Laws of KTI, Inc. (Incorporated herein by reference to Exhibit 3.73 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.63    Restated Certificate of Limited Partnership of Maine Energy Recovery Company, Limited Partnership. (Incorporated herein by reference to Exhibit 3.74 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.64    Amended and Restated Agreement and Certificate of Limited Partnership of Maine Energy Recovery Company, Limited Partnership. (Incorporated herein by reference to Exhibit 3.75 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.65    Articles of Organization of New England Waste Services of Massachusetts, Inc. (Incorporated herein by reference to Exhibit 3.80 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).

 

II-58


Exhibit
Number

  

Description

  3.66    By-Laws of New England Waste Services of Massachusetts, Inc. (Incorporated herein by reference to Exhibit 3.81 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.67    Articles of Incorporation of New England Waste Services of ME, Inc., as amended. (Incorporated herein by reference to Exhibit 3.82 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.68    By-Laws of New England Waste Services of ME, Inc. (Incorporated herein by reference to Exhibit 3.83 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.69    Certificate of Incorporation of New England Waste Services of N.Y., Inc., as amended. (Incorporated herein by reference to Exhibit 3.84 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.70    By-Laws of New England Waste Services of N.Y., Inc. (Incorporated herein by reference to Exhibit 3.85 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.71    Articles of Incorporation of New England Waste Services of Vermont, Inc., as amended. (Incorporated herein by reference to Exhibit 3.86 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.72    By-Laws of New England Waste Services of Vermont, Inc. (Incorporated herein by reference to Exhibit 3.87 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.73    Articles of Association of New England Waste Services, Inc., as amended. (Incorporated herein by reference to Exhibit 3.88 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.74    By-Laws of New England Waste Services, Inc. (Incorporated herein by reference to Exhibit 3.89 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.75    Articles of Association of Newbury Waste Management, Inc., as amended. (Incorporated herein by reference to Exhibit 3.90 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.76    By-Laws of Newbury Waste Management, Inc. (Incorporated herein by reference to Exhibit 3.91 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.77*    Certificate of Organization of NEWS of Worcester LLC.
  3.78*    Limited Liability Company Agreement of NEWS of Worcester LLC.
  3.79    Articles of Organization of NEWSME Landfill Operations LLC. (Incorporated herein by reference to Exhibit 3.135 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed February 20, 2004 (file no. 333-112996)).
  3.80    Articles of Incorporation of North Country Environmental Services, Inc., as amended. (Incorporated herein by reference to Exhibit 3.92 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).

 

II-59


Exhibit
Number

  

Description

  3.81    Amended and Restated By-Laws of North Country Environmental Services, Inc. (Incorporated herein by reference to Exhibit 3.93 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.82    Certificate of Incorporation of Northern Properties Corporation of Plattsburgh, as amended. (Incorporated herein by reference to Exhibit 3.94 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.83    By-Laws of Northern Properties Corporation of Plattsburgh. (Incorporated herein by reference to Exhibit 3.95 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.84    Articles of Incorporation of Pine Tree Waste, Inc., as amended. (Incorporated herein by reference to Exhibit 3.101 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.85    By-Laws of Pine Tree Waste, Inc. (Incorporated herein by reference to Exhibit 3.102 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.86    Articles of Organization of ReSource Waste Systems, Inc., as amended. (Incorporated herein by reference to Exhibit 3.113 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.87    By-Laws of ReSource Waste Systems, Inc. (Incorporated herein by reference to Exhibit 3.114 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.88    Certificate of Incorporation of Schultz Landfill, Inc. (Incorporated herein by reference to Exhibit 3.117 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.89    By-Laws of Schultz Landfill, Inc. (Incorporated herein by reference to Exhibit 3.118 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.90*    Articles of Organization of Southbridge Recycling & Disposal Park, Inc. (formerly Regional Waste Services, Inc.).
  3.91*    By-Laws of Southbridge Recycling & Disposal Park, Inc. (formerly Regional Waste Services, Inc.).
  3.92    Articles of Association of Sunderland Waste Management, Inc. (Incorporated herein by reference to Exhibit 3.119 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.93    By-Laws of Sunderland Waste Management, Inc. (Incorporated herein by reference to Exhibit 3.120 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.94    Amended and Restated General Partnership Agreement of The Hyland Facility Associates (Incorporated herein by reference to Exhibit 3.57 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.95*    Articles of Organization of U.S. Fiber, LLC, as amended.

 

II-60


Exhibit
Number

  

Description

  3.96*    Amended and Restated Operating Agreement of U.S. Fiber, Inc.
  3.97    Certificate of Incorporation of Waste-Stream Inc., as amended. (Incorporated herein by reference to Exhibit 3.123 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.98    By-Laws of Waste-Stream Inc. (Incorporated herein by reference to Exhibit 3.124 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.99    Articles of Incorporation of Winters Brothers, Inc., as amended. (Incorporated herein by reference to Exhibit 3.127 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  3.100    Amended and Restated By-Laws of Winters Brothers, Inc. (Incorporated herein by reference to Exhibit 3.128 to Amendment No. 2 to Form S-4 Registration Statement of Casella Waste Systems, Inc., as filed July 24, 2003 (file no. 333-103106)).
  4.1    Indenture, dated as of February 7, 2011, by and between the Registrant and U.S. Bank National Association, as Trustee, for the 7.75% Senior Subordinated Notes due 2019 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 8, 2011 (file no. 000-23211)).
  4.2    Registration Rights Agreement, dated as of October 9, 2012 among the Registrant and the Purchasers defined therein with respect to the 7.75% Senior Subordinated Notes due 2019 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 9, 2012 (file no. 000-23211)).
  5.1*    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
  5.2#    Opinion of Fox Rothschild LLP.
  5.3#    Opinion of Paul Frank + Collins, P.C.
  5.4#    Opinion of Cohen & Grigsby, P.C.
  5.5#    Opinion of Pierce Atwood LLP.
  5.6#    Opinion of Cleveland, Waters & Bass, P.A.
  5.7#    Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP.
12.1†    Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1    Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012, as filed with the SEC on June 28, 2012 (file no. 000-23211).
23.1*    Consent of McGladrey LLP.
23.2*    Consent of PricewaterhouseCoopers LLP.
23.3*    Consent of Caturano and Company, Inc.
23.4    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
23.5   

Consent of Fox Rothschild LLP (included in Exhibit 5.2).

23.6   

Consent of Paul Frank + Collins, P.C. (included in Exhibit 5.3).

23.7   

Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.4).

 

II-61


Exhibit
Number

  

Description

23.8   

Consent of Pierce Atwood LLP (included in Exhibit 5.5).

23.9   

Consent of Cleveland, Waters & Bass, P.A. (included in Exhibit 5.6).

23.10    Consent of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP (included in Exhibit 5.7).
24.1†    Powers of Attorney.
25.1*    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee under the Indenture.
99.1†    Form of Letter of Transmittal.
99.2†    Form of Letter to Registered Holders and Depository Trust Company Participants.
99.3†    Form of Letter to Clients.

 

# Filed herewith
Filed with Registration Statement on November 2, 2012
* Filed with Amendment No. 1 to Registration Statement on December 3, 2012

 

II-62