SEC Filing | Casella Waste Systems, Inc.

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As filed with the Securities and Exchange Commission on August 26, 2011

Registration No. 333-175106

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
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 (State or other jurisdiction of incorporation or organization)		4953 (Primary Standard Industrial Classification Code Number)		03-0338873 (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.
Erika L. Robinson, 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. o

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. o

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. o

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 o		Accelerated filer ý		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

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

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
Better Bedding Corp.	New York	4953	16-1472389
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
Corning Community Disposal Service, Inc.	New York	4953	16-0979692
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
The Hyland Facility Associates	New York	4953	16-1347028
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 Landfill Solutions, LLC	Massachusetts	4953	04-3521834
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 Composting Services, Inc.	New Hampshire	4953	04-3369678
North Country Environmental Services, Inc.	Virginia	4953	54-1496372
North Country Trucking, Inc.	New York	4953	16-1468488

Exact Name of Registrant Guarantor as specified in its Charter	State or Other Jurisdiction of Incorporation or Organization

Northern Properties Corporation of Plattsburgh	New York	4953	14-1713791
PERC, Inc.	Delaware	4953	22-2761012
Pine Tree Waste, Inc.	Maine	4953	01-0513956
Portland C&D Site, Inc.	New York	4953	16-1374891
ReSource Transfer Services, Inc.	Massachusetts	4953	04-3420289
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
Total Waste Management Corp.	New Hampshire	4953	04-2718634
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. 1 to the Registrant's Registration Statement on Form S-4 (333-175106) is being filed solely for the purpose of filing an updated Exhibit 25.1. 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 of 1933, as amended, 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. 1 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 26th day of August, 2011.


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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 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 of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	August 26, 2011
* Douglas R. Casella	Director	August 26, 2011
* John F. Chapple III	Director	August 26, 2011
* Gregory B. Peters	Director	August 26, 2011
* James F. Callahan, Jr.	Director	August 26, 2011

II-1

Signature		Title	Date


* Joseph G. Doody		Director	August 26, 2011
* James P. McManus		Director	August 26, 2011
* Michael K. Burke		Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-2

SIGNATURES


		ALL CYCLE WASTE, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-3

SIGNATURES


		ATLANTIC COAST FIBERS, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer and Director (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-4

SIGNATURES


		B. AND C. SANITATION CORPORATION
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-5

SIGNATURES


		BETTER BEDDING CORP.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-6

SIGNATURES


		BRISTOL WASTE MANAGEMENT, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-7

SIGNATURES


		C.V. LANDFILL, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-8

SIGNATURES


		CASELLA ALBANY RENEWABLES, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President	August 26, 2011
CASELLA RENEWABLE SYSTEMS, LLC
By:	/s/ JOHN W. CASELLA John W. Casella President and Secretary	Sole Member†	August 26, 2011

†: Casella Albany Renewables, LLC has no directors or managers.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-9

SIGNATURES


		CASELLA MAJOR ACCOUNT SERVICES, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President and Secretary

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Secretary (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
CASELLA WASTE SYSTEMS, INC.
By:	/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer	Sole Member†	August 26, 2011

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


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-10

SIGNATURES


		CASELLA RECYCLING, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-11

SIGNATURES


		CASELLA RENEWABLE SYSTEMS, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President and Secretary

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President, Secretary and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
CASELLA WASTE SYSTEMS, INC.
By:	/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer	Sole Member†	August 26, 2011

†: Casella Renewable Services, LLC has no directors or managers.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-12

SIGNATURES


		CASELLA TRANSPORTATION, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella Vice President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-13

SIGNATURES


		CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-14

SIGNATURES


		CASELLA WASTE MANAGEMENT OF N.Y., INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-15

SIGNATURES


		CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-16

SIGNATURES


		CASELLA WASTE MANAGEMENT, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella Vice President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-17

SIGNATURES


		CASELLA WASTE SERVICES OF ONTARIO, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Secretary (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
NEW ENGLAND WASTE SERVICES OF N.Y., INC.
By:	/s/ JOHN W. CASELLA John W. Casella President	Sole Member†	August 26, 2011

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


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-18

SIGNATURES


		CHEMUNG LANDFILL, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President and Secretary

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Secretary (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
NEW ENGLAND WASTE SERVICES OF N.Y., INC.
By:	/s/ JOHN W. CASELLA John W. Casella President	Sole Member†	August 26, 2011

†: Chemung Landfill, Inc. has no directors or managers.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-19

SIGNATURES


		COLEBROOK LANDFILL LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Secretary (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
NEW ENGLAND WASTE SERVICES, INC.
By:	/s/ JOHN W. CASELLA John W. Casella President	Sole Member†	August 26, 2011

†: Colebrook Landfill LLC. has no directors or managers.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-20

SIGNATURES


		CORNING COMMUNITY DISPOSAL SERVICE, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-21

SIGNATURES


		CWM ALL WASTE LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
CASELLA WASTE MANAGEMENT, INC.
By:	/s/ JOHN W. CASELLA John W. Casella President	Sole Member†	August 26, 2011

†: CWM All Waste LLC has no directors or managers.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-22

SIGNATURES


		FOREST ACQUISITIONS, INC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-23

SIGNATURES


		GRASSLANDS INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer and Director (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-24

SIGNATURES


		GROUNDCO LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
By:	/s/ JOHN W. CASELLA John W. Casella President	Sole Member†	August 26, 2011

†: GroundCo LLC has no directors or managers.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-25

SIGNATURES


		HAKES C & D DISPOSAL, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-26

SIGNATURES


		HARDWICK LANDFILL, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-27

SIGNATURES


		HIRAM HOLLOW REGENERATION CORP.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-28

SIGNATURES


		THE HYLAND FACILITY ASSOCIATES
		By:		Casella Waste Management of N.Y., Inc. its managing partner†
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES


CASELLA WASTE MANAGEMENT OF N.Y., INC.
By:	/s/ JOHN W. CASELLA John W. Casella President and Director	General Partner†	August 26, 2011
	/s/ JOHN W. CASELLA John W. Casella	Director of Casella Waste Management of N.Y., Inc	August 26, 2011
	* Douglas R. Casella	Director of Casella Waste Management of N.Y., Inc	August 26, 2011

†: The Hyland Facility Associates has no officers or directors.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-29

SIGNATURES


		KTI BIO FUELS, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-30

SIGNATURES


		KTI ENVIRONMENTAL GROUP, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-31

SIGNATURES


		KTI NEW JERSEY FIBERS, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer and Director (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-32

SIGNATURES


		KTI OPERATIONS INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer and Director (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA
	John W. Casella
	Attorney-in-fact

II-33

SIGNATURES


		KTI SPECIALTY WASTE SERVICES, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-34

SIGNATURES


		KTI, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-35

SIGNATURES


		MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP
		By:		KTI Environmental Group, Inc., its general partner†
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


KTI ENVIRONMENTAL GROUP, INC.
By:	/s/ JOHN W. CASELLA John W. Casella President and Director	General Partner†	August 26, 2011
/s/ JOHN W. CASELLA John W. Casella		Director of KTI Environmental Group, Inc.	August 26, 2011
* Douglas R. Casella		Director of KTI Environmental Group, Inc.	August 26, 2011

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


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-36

SIGNATURES


		NEW ENGLAND LANDFILL SOLUTIONS, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-37

SIGNATURES


		NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella Vice President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-38

SIGNATURES


		NEW ENGLAND WASTE SERVICES OF ME, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-39

SIGNATURES


		NEW ENGLAND WASTE SERVICES OF N.Y., INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-40

SIGNATURES


		NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-41

SIGNATURES


		NEW ENGLAND WASTE SERVICES, INC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-42

SIGNATURES


		NEWBURY WASTE MANAGEMENT, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-43

SIGNATURES


		NEWS OF WORCESTER LLC
		By:		Casella Waste Systems, Inc., its sole member*
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES


CASELLA WASTE SYSTEMS, INC.
By:	/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer	Sole Member	August 26, 2011

*: NEWS of Worcester LLC has no officers or directors.

II-44

SIGNATURES


		NEWSME LANDFILL OPERATIONS LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
NEW ENGLAND WASTE SERVICES OF ME, INC.
By:	/s/ JOHN W. CASELLA John W. Casella President	Sole Member†	August 26, 2011

†: NEWSME Landfill Operations LLC has no directors or managers.


*By:		/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-45

SIGNATURES


		NORTH COUNTRY COMPOSTING SERVICES, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-46

SIGNATURES


		NORTH COUNTRY ENVIRONMENTAL SERVICES, INC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-47

SIGNATURES


		NORTH COUNTRY TRUCKING, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-48

SIGNATURES


		NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer and Director (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-49

SIGNATURES


		PERC, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer and Director (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-50

SIGNATURES


		PINE TREE WASTE, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer and Director (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-51

SIGNATURES


		PORTLAND C&D SITE, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-52

SIGNATURES


		RESOURCE TRANSFER SERVICES, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-53

SIGNATURES


		RESOURCE WASTE SYSTEMS, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-54

SIGNATURES


		SCHULTZ LANDFILL, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-55

SIGNATURES


		SOUTHBRIDGE RECYCLING & DISPOSAL PARK, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-56

SIGNATURES


		SUNDERLAND WASTE MANAGEMENT, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-57

SIGNATURES


		TOTAL WASTE MANAGEMENT CORP.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-58

SIGNATURES


		U.S. FIBER, LLC
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-59

SIGNATURES


		WASTE-STREAM INC.
		By:		/s/ JOHN W. CASELLA John W. Casella Vice President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-60

SIGNATURES


		WINTERS BROTHERS, INC.
		By:		/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES

Signature		Title	Date


/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)	August 26, 2011
* Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)	August 26, 2011
* Douglas R. Casella		Vice President and Director	August 26, 2011
*By:	/s/ JOHN W. CASELLA John W. Casella Attorney-in-fact

II-61

EXHIBIT INDEX

		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)).

3.3	*******	Third Amended and Restated By-Laws of the Registrant, (incorporated herein by reference to Exhibit 3.1 to the quarterly report on Form 10-Q of the Registrant as filed February 27, 2009 (File No. 000-23211)).

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 February 7, 2011 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 February 8, 2011 (File No. 000-23211)).

5.1	*******	Opinion of Wilmer Cutler Pickering Hale and Dorr 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, 2011, as filed with the SEC on June 20, 2011 (File No. 000-23211).

23.1	*******	Consent of McGladrey & Pullen, 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).

24.1	*******	Powers of Attorney (included on signature pages to this registration statement).

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
***: Previously filed

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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.


800 Nicollet Mall Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

Arthur L Blakeslee
U.S. Bank National Association
225 Asylum Street, 23^rd Floor
Hartford, CT 06103
(860) 241-6859
(Name, address and telephone number of agent for service)

Casella Waste Systems, Inc.
(Issuer with respect to the Securities)


Delaware		03-0338873
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
25 Greens Hill Lane Rutland, VT		05701
(Address of Principal Executive Offices)		(Zip Code)

7.75% Senior Subordinated Notes due 2019
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a): Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b): Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.: A copy of the Articles of Association of the Trustee.*
2.: A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3.: A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4.: A copy of the existing bylaws of the Trustee.**
5.: A copy of each Indenture referred to in Item 4. Not applicable.
6.: The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.: Report of Condition of the Trustee as of June 30, 2011 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*: Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**: Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hartford, State of Connecticut on the 5^th of August, 2011.


		By:		/s/ Arthur L. Blakeslee Arthur L. Blakeslee Vice President

Exhibit 2

Comptroller of the Currency
Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2. "U.S. Bank National Association," Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.


		IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
		Acting Comptroller of the Currency

Exhibit 3

Comptroller of the Currency
Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

2. "U.S. Bank National Association," Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.


		IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
		Acting Comptroller of the Currency

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated: August 5, 2011		By:		/s/ Arthur L. Blakeslee Arthur L. Blakeslee Vice President

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2011

($000's)

			6/30/2011

Assets
	Cash and Balances Due From Depository Institutions		$	15,249,371
	Securities			63,952,096
	Federal Funds			15,876
	Loans & Lease Financing Receivables			190,017,874
	Fixed Assets			5,231,718
	Intangible Assets			13,050,819
	Other Assets			22,581,835

	Total Assets		$	310,099,589
Liabilities
	Deposits		$	218,820,466
	Fed Funds			7,695,079
	Treasury Demand Notes			0
	Trading Liabilities			550,498
	Other Borrowed Money			33,124,842
	Acceptances			0
	Subordinated Notes and Debentures			7,679,246
	Other Liabilities			8,693,748

	Total Liabilities		$	276,563,879
Equity
	Minority Interest in Subsidiaries		$	1,821,732
	Common and Preferred Stock			18,200
	Surplus			14,136,872
	Undivided Profits			17,558,906

		Total Equity Capital	$	33,535,710
Total Liabilities and Equity Capital			$	310,099,589

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Exhibit 25.1

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

SIGNATURE
Exhibit 2
CERTIFICATE OF CORPORATE EXISTENCE
Exhibit 3
CERTIFICATE OF FIDUCIARY POWERS
Exhibit 6 CONSENT
Exhibit 7 U.S. Bank National Association Statement of Financial Condition As of 6/30/2011 ($000's)