SEC Filing | Casella Waste Systems, Inc.

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As filed with the Securities and Exchange Commission on December 8, 2004

Registration No. 333-

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

FORM S-3

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)

03-0338873
(I.R.S. Employer Identification Number)

25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

See inside front cover for information regarding Registrant Guarantors

John W. Casella
Chairman and Chief Executive Officer

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey A. Stein, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000

Approximate date of commencement of proposed sale to public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Proposed Maximum Aggregate Offering Price(2)(3)	Amount of Registration Fee(4)


Common Stock, $0.01 par value per share(5)	(6)	(6)

Preferred Stock, $0.01 par value per share	(6)	(6)

Debt Securities	(6)	(6)

Warrants	(6)	(6)

Units(7)	(6)	(6)

Total	$250,000,000	$31,675

: Guarantees(8)
(1): There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities and such indeterminate principal amount of debt securities as shall have an aggregate initial offering price not to exceed $250,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $250,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of common stock, preferred stock and debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities.
(2): In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies.
(3): The proposed maximum per unit and aggregate offering prices per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
(4): Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(5): The aggregate amount of common stock registered hereunder is limited to that which is permissible under Rule 415(a)(4) under the Securities Act of 1933, as amended.
(6): Not required to be included in accordance with General Instruction II.D. of Form S-3.
(7): Consisting of some or all of the securities listed above, in any combination, including common stock, preferred stock, debt securities and warrants.
(8): No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), SHALL DETERMINE.

Registrant Guarantors

Exact name of Registrant as specified in its charter	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Numbers	I.R.S. Employer Identification Number
All Cycle Waste, Inc.	Vermont	4953	03-0343753
Alternate Energy, Inc.	Massachusetts	4953	04-3185025
Atlantic Coast Fibers, Inc.	Delaware	4953	22-3507048
B. and C. Sanitation Corporation	New York	4953	16-1329345
Blasdell Development Group, Inc.	New York	4953	16-1456226
Bristol Waste Management, Inc.	Vermont	4953	03-0326084
C.V. Landfill, Inc.	Vermont	4953	03-0289078
Casella NH Investors Co., LLC	Delaware	4953	03-0371572
Casella NH Power Co., LLC	Delaware	4953	03-0371574
Casella RTG Investors Co., LLC	Delaware	4953	03-0371573
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	23-2876596
Casella Waste Management, Inc.	Vermont	4953	03-0272349
CWM All Waste LLC	New Hampshire	4953	54-2108293
Data Destruction Services, Inc.	Maine	4953	04-3273041
Fairfield County Recycling, Inc.	Delaware	4953	06-1296109
FCR Camden, Inc.	Delaware	4953	22-3219896
FCR Florida, Inc.	Delaware	4953	65-0510394
FCR Greensboro, Inc.	Delaware	4953	56-1792979
FCR Greenville, Inc.	Delaware	4953	58-2324930
FCR Morris, Inc.	Delaware	4953	22-3386191
FCR Redemption, Inc.	Delaware	4953	06-1418718
FCR Tennessee, Inc.	Delaware	4953	62-1625160
FCR, Inc.	Delaware	4953	56-2087628
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
K-C International, Ltd.	Oregon	4953	93-1230858
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 Recycling of New England, Inc.	Maine	4953	01-0203130
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
Mecklenburg County Recycling, Inc.	Connecticut	4953	06-1279110
Natural Environmental, Inc.	New York	4953	16-1442290
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
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
Northern Sanitation, Inc.	New York	4953	14-1630373
PERC, Inc.	Delaware	4953	22-2761012
PERC Management Company Limited Partnership	Maine	4953	22-2673933
Pine Tree Waste, Inc.	Maine	4953	01-0513956
R.A. Bronson Inc.	New York	4953	16-1316393
Resource Recovery of Cape Cod, Inc.	Massachusetts	4953	04-3420128
Resource Recovery Systems of Sarasota, Inc.	Florida	4953	06-1406506
Resource Recovery Systems, Inc.	Delaware	4953	06-0900935
Resource Transfer Services, Inc.	Massachusetts	4953	04-3420289
Resource Waste Systems, Inc.	Massachusetts	4953	04-3333859
Rochester Environmental Park, LLC	Massachusetts	4953	04-3355194
Rockingham Sand & Gravel, LLC	Vermont	4953	16-1642085
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
Templeton Landfill LLC	Massachusetts	4953	20-0735116
U.S. Fiber, Inc.	North Carolina	4953	56-2026037
Waste-Stream Inc.	New York	4953	14-1488894
Westfield Disposal Service, Inc.	New York	4953	16-1207720
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 is the same as those of Casella Waste Systems, Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated December 8, 2004

$250,000,000

CASELLA WASTE SYSTEMS, INC.

Common Stock
Preferred Stock
Debt Securities
Warrants
Units

We may from time to time issue up to $250,000,000 aggregate principal amount of common stock, preferred stock, debt securities, warrants and/or units consisting of all or some of these securities in any combination. We will specify in the accompanying prospectus supplement the terms of the securities to be offered and sold. We may sell these securities to or through underwriters or dealers and also to other purchasers or through agents. We will set forth the names of any underwriters or agents in the accompanying prospectus supplement.

Our class A common stock is listed on The NASDAQ National Market and traded under the symbol "CWST." On December 6, 2004, the last reported sale price of our class A common stock was $14.78 per share. Any class A common stock sold pursuant to a prospectus supplement will be listed on The NASDAQ National Market.

Investing in our securities involves a high degree of risk. See "Risk Factors" on page 2.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement.

Prospectus dated , 2004.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		1
CASELLA WASTE SYSTEMS, INC.		1
CURRENT DEVELOPMENTS		1
RISK FACTORS		2
SPECIAL NOTE REGARDING FORWARD LOOKING INFORMATION		2
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS		2
USE OF PROCEEDS		3
THE SECURITIES WE MAY OFFER		3
DESCRIPTION OF COMMON STOCK		4
DESCRIPTION OF PREFERRED STOCK		7
DESCRIPTION OF DEBT SECURITIES		13
DESCRIPTION OF WARRANTS		52
DESCRIPTION OF UNITS		54
LEGAL OWNERSHIP OF SECURITIES		56
PLAN OF DISTRIBUTION		60
VALIDITY OF SECURITIES		62
EXPERTS		62
WHERE YOU CAN FIND MORE INFORMATION		62
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		62

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which is commonly referred to as the SEC, utilizing a "shelf" registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $250,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. This prospectus, together with applicable prospectus supplements, includes all material information relating to this offering.

CASELLA WASTE SYSTEMS, INC.

Casella Waste Systems, Inc. is a vertically-integrated regional solid waste services company that provides collection, transfer, disposal and recycling services to residential, industrial and commercial customers, primarily in the eastern United States. We believe we are currently the number one or number two provider of solid waste collection services in 80% of the areas served by our collection divisions. As of November 30, 2004, we owned and/or operated eight Subtitle D landfills, two landfills permitted to accept construction and demolition materials, 38 solid waste collection operations, 34 transfer stations, 38 recycling facilities, one waste-to-energy facility and a 50% interest in a joint venture that manufactures, markets and sells cellulose insulation made from recycled fiber.

For the fiscal year ended April 30, 2004, we generated revenues and net income of $439.7 million and $4.9 million, respectively. Our class A common stock is listed on The NASDAQ National Market under the ticker symbol "CWST."

Our principal executive offices are located at 25 Greens Hill Lane, Rutland, Vermont 05701. Our telephone number is (802) 775-0325. Our website address is www.casella.com. The information contained or incorporated in our website is not a part of this prospectus.

CURRENT DEVELOPMENTS

During the fiscal quarter ended October 31, 2004, we divested our interest in a subsidiary known as Data Destruction Services, Inc. The results of operations of this subsidiary and the ensuing loss, net of taxes on sale will be reported in discontinued operations, in accordance with Statement of Financial Accounting Standards No. 144 in our Quarterly Report on Form 10-Q for the quarter ended October 31, 2004. Reporting this divestiture in discontinued operations will necessitate the reclassification of the operating results of this subsidiary in our historical financial statements and disclosures presented in our Annual Report on Form 10-K for the year ended April 30, 2004. The requirement for such reclassification will take effect upon the filing of the aforementioned Form 10-Q, and a Current Report on Form 8-K reflecting the historical reclassifications will be filed concurrent with, or shortly after, the filing of the Form 10-Q.

RISK FACTORS

Investing in our securities involves a high degree of risk. Please see the risk factors described under "Certain Factors that May Affect Future Results" in our Annual Report on Form 10-K for the fiscal year ended April 30, 2004 and our Quarterly Report on Form 10-Q for the period ended July 31, 2004, which are incorporated by reference in this prospectus, and the other risk factors and other information that may be contained in, or incorporated by reference from, other filings we make with the Securities and Exchange Commission. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus or in any prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.

SPECIAL NOTE REGARDING FORWARD LOOKING INFORMATION

This prospectus, any prospectus supplement, and the documents we incorporate by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical facts, that we include in this prospectus, any prospectus supplement, and in the documents we incorporate by reference in this prospectus, may be deemed forward-looking statements for purposes of the Securities Act and the Exchange Act. We use the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "would" and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and, accordingly, you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from the forward-looking statements that we make, including without limitation, the factors referred to above under the caption "Risk Factors." These important factors also include the factors that we identify in the documents we incorporate by reference in this prospectus. You should read these factors and the other cautionary statements made in this prospectus, any prospectus supplement, and in the documents we incorporate by reference as being applicable to all related forward-looking statements wherever they appear in this prospectus, any prospectus supplement, and in the documents incorporated by reference. We caution you that we do not undertake any obligation to update forward-looking statements made by us.

RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(dollar amounts in thousands)

Our consolidated ratio of earnings to fixed charges, our consolidated ratio of earnings to fixed charges and preferred stock dividends, and our deficiency of earnings to fixed charges and combined fixed charges and preferred stock dividends for each of the periods indicated is as follows:

	April 30, 2000			April 30, 2001			April 30, 2002			April 30, 2003			April 30, 2004			July 31, 2004
Ratio of earnings to fixed charges		2.26	X		—			1.41	X		1.25	X		1.04	X		1.67	X
Ratio of earnings to combined fixed charges and preferred stock dividends		2.26			—			1.24			1.03			—			1.40
Deficiency of earnings to fixed charges	$	—		$	(87,092	)	$	—		$	—		$	—		$	—
Deficiency of earnings to combined fixed charges and preferred stock dividends	$	—		$	(89,492	)	$	—		$	—		$	(1,129	)		—

For purposes of determining the ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends, "earnings" consists of income from continuing operations before income taxes, discontinued operations, extraordinary item and cumulative effect of change in accounting principle before adjustment for minority interests or income or loss from equity method investees, plus fixed charges, and "fixed charges" consists of interest, amortization of deferred financing costs and the portion of capital leases deemed to be representative of the interest factor.

USE OF PROCEEDS

Unless we otherwise indicate in the applicable prospectus supplement, we currently intend to use the net proceeds from the sale of the securities offered by this prospectus and the accompanying prospectus supplement for general corporate purposes, including acquisitions.

We may set forth additional information on the use of net proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the specific offering.

THE SECURITIES WE MAY OFFER

The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed.

We may sell from time to time, in one or more offerings:

•: common stock;
•: preferred stock;
•: debt securities;
•: warrants to purchase any of the securities listed above; and
•: units consisting of all or some of the securities listed above, in any combination.

In this prospectus, we refer to the common stock, preferred stock, debt securities, warrants and units collectively as "securities." The total dollar amount of all securities that we may issue will not exceed $250,000,000.

If we issue debt securities at a discount from their original stated principal amount, then, for purposes of calculating the total dollar amount of all securities issued under this prospectus, we will treat the initial offering price of the debt securities as the total original principal amount of the debt securities.

This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

DESCRIPTION OF COMMON STOCK

The following description of our common stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the common stock that we may offer under this prospectus. For the complete terms of our common stock, please refer to our certificate of incorporation and by-laws, which are incorporated by reference into the registration statement which includes this prospectus. Delaware corporate law may also affect the terms of these securities. While the terms we have summarized below will apply generally to any future common stock that we may offer, we will describe the particular terms of any series of these securities in more detail in the applicable prospectus supplement. If we indicate in a prospectus supplement, the terms of any security we offer under that prospectus supplement may differ from the terms we describe below.

Under our certificate of incorporation we are authorized to issue 100,000,000 shares of class A common stock, $0.01 par value per share. As of the date of this prospectus, we are also authorized to issue 1,000,000 shares of class B common stock, 988,200 of which were issued and outstanding as of such date, and 55,750 shares of series A convertible preferred stock, 53,750 of which were issued and outstanding as of such date. We also describe each of the class B common stock and the series A convertible preferred stock below. As of November 30, 2004, we had 23,729,388 shares of class A common stock outstanding held by 516 stockholders of record, and 4,754,774 shares of class A common stock were issuable upon the conversion of outstanding shares of class B common stock and series A convertible preferred stock. The only common stock that we would offer under this prospectus is class A common stock.

Common Stock

The shares of our class A common stock and class B common stock are identical in all respects, except for voting rights and certain conversion rights and transfer restrictions in respect of the shares of our class B common stock, as described below. The number of authorized shares of any class or classes of our capital stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of our stock entitled to vote generally in the election of directors irrespective of the provisions of Section 242(b)(2) of Delaware corporate law or any corresponding provision hereinafter enacted.

Voting. On all matters submitted to a vote of our stockholders, the holders of our class A common stock are entitled to one vote per share, and the holders of our class B common stock are entitled to ten votes per share. The holders of all classes of our common stock entitled to vote will generally vote together as a single class on all matters presented to the stockholders for their vote or approval, except that the holders of class A common stock, voting separately as a class, will at all times be entitled to elect one director, and such director may be removed, with or without cause, only by the holders of our class A common stock.

Dividends. The holders of our class A common stock and class B common stock are entitled to receive dividends if, as and when such dividends are declared by our board of directors out of assets legally available therefor, subject to any preferential rights of our preferred stock, if any. We may not make any dividend or distribution to any holder of any class of our common stock unless simultaneously with such dividend or distribution we make the same dividend or distribution with respect to each outstanding share of our common stock regardless of class. In the case of a dividend or other distribution payable in shares of a class of our common stock, including distributions pursuant to stock splits or divisions of common stock, only shares of our class A common stock may be distributed with respect to class A common stock, and only shares of our class B common stock may be distributed with respect to class B common stock. Whenever a dividend or distribution, including distributions pursuant to stock splits or divisions of common stock, is payable in shares of a class of common stock,

the number of shares of each class of common stock payable per share of such class of common stock shall be equal in number. In the case of dividends or other distributions consisting of our other voting securities or of voting securities of any corporation which is a wholly-owned subsidiary of ours, we shall declare and pay such dividends in two separate classes of such voting securities, identical in all respects except that:

•: the voting rights of each such security issued to the holders of class A common stock shall be one-tenth of the voting rights of each such security issued to holders of class B common stock;
•: such security issued to holders of class B common stock shall convert into the security issued to the holders of class A common stock upon the same terms and conditions applicable to the conversion of class B common stock into class A common stock and shall have the same restrictions on transfer and ownership applicable to the transfer and ownership of our class B common stock; and
•: with respect only to dividends or other distributions of voting securities of any corporation which is a wholly owned subsidiary of ours, the respective voting rights of each such security issued to holders of class A common stock and class B common stock with respect to elections of directors shall otherwise be as comparable as is practicable to those of our class A common stock and class B common stock, respectively.

In the case of dividends or other distributions consisting of securities convertible into, or exchangeable for, our voting securities or of voting securities of any corporation which is a wholly owned subsidiary of ours, we are required to provide that such convertible or exchangeable securities and the underlying securities are identical in all respects, including, without limitation, the conversion or exchange rate, except that the underlying securities shall have the same differences as they would have if we issued voting securities of ours or of a wholly-owned subsidiary of ours rather than issuing securities convertible into, or exchangeable for, such securities.

Reclassification and Merger. In the event we enter into any consolidation, merger, combination or other transaction in which shares of our common stock are exchanged for or changed into other stock or securities, cash and/or any other property, then, and in such event, the shares of each class of our common stock will be exchanged for or changed into either:

•: the same amount of stock, securities, cash and/or any other property, as the case may be, into which or for which each share of any other class of common stock is exchanged or changed; provided, however, that if shares of common stock are exchanged for or changed into shares of capital stock, such share so exchanged for or changed into may differ to the extent and only to the extent that our class A common stock and class B common stock differ as provided in our certificate of incorporation; or
•: if holders of each class of common stock are to receive different distributions of stock, securities, cash and/or any other property, an amount of stock, securities, cash and/or property per share having a value, as determined by an independent investment banking firm of national reputation selected by our board of directors, equal to the value per share into which or for which each share of any other class of common stock is exchanged or changed.

Liquidation. In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, after payment of our debts and our other liabilities and after making provision for the holders of our preferred stock, if any, our remaining assets will be distributable ratably among the holders of our class A common stock and class B common stock treated as a single class.

Other Provisions. The holders of our class A common stock and class B common stock are not entitled to preemptive rights. None of the class A common stock or class B common stock may be subdivided or combined in any manner unless the other class of common stock is subdivided or

combined in the same proportion. We may not make any offering of options, rights or warrants to subscribe for shares of class B common stock. If we make an offering of options, rights or warrants to subscribe for shares of any other class or classes of capital stock (other than class B common stock) to all holders of a class of common stock, then we are required to simultaneously make an identical offering to all holders of the other classes of common stock other than to any class the holders of which, voting as a separate class, agree that such offering need not be made to such class. All such options, rights or warrants offerings shall offer the respective holders of class A common stock and class B common stock the right to subscribe at the same rate per share.

Listing. Our class A common stock is listed on The NASDAQ National Market under the symbol "CWST."

Transfer Agent and Registrar. The transfer agent and registrar for our class A common stock is Equiserve.

DESCRIPTION OF PREFERRED STOCK

General. Our certificate of incorporation authorizes our board of directors to issue up to 1,000,000 shares of preferred stock in one or more series and to determine the voting rights and dividend rights, dividend rates, liquidation preferences, conversion rights, redemption rights, including sinking fund provisions and redemption prices, and other terms and rights of each series of preferred stock. Currently, we have designated one series of preferred stock: the series A convertible preferred stock. If we were to offer preferred stock under this prospectus, we believe that its terms would differ from those of the series A convertible preferred stock. The material terms of the series A convertible preferred stock are described below. We will fix the rights, preferences, privileges and restrictions of the preferred stock of each series in the certificate of designation relating to that series. We will incorporate by reference as an exhibit to the registration statement which includes this prospectus the form of any certificate of designation which describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will include:

•: the title and stated value;
•: the number of shares we are offering;
•: the liquidation preference per share;
•: the purchase price;
•: the dividend rate, period and payment date, and method of calculation for dividends;
•: whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
•: the procedures for any auction and remarketing, if any;
•: the provisions for a sinking fund, if any;
•: the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
•: any listing of the preferred stock on any securities exchange or market;
•: whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period;
•: whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
•: voting rights, if any, of the preferred stock;
•: restrictions on transfer, sale or other assignment, if any;
•: a discussion of any material United States federal income tax considerations applicable to the preferred stock;
•: the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
•: any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
•: any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.

When we issue shares of preferred stock under this prospectus, the shares, when issued, will be fully paid and non-assessable and will not have, or be subject to, any preemptive or similar rights.

Voting Rights. Delaware corporate law provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.

Other. The preferred stock could have other rights, including economic rights senior to our common stock, so that the issuance of the preferred stock could adversely affect the market value of our common stock. The issuance of the preferred stock may also have the effect of delaying, deferring or preventing a change in control of us without any action by the stockholders.

Series A Convertible Preferred Stock

Our certificate of incorporation currently designates one series of preferred stock: the series A convertible preferred stock consisting of 55,750 shares. Each share of series A convertible preferred stock has a stated value of $1,000.00 and is convertible, at any time and from time to time, into shares of our class A common stock at an initial conversion price of $14.00 per share. The following description is a summary of the material terms of our series A convertible preferred stock. It does not restate all of the terms. We urge you to read our certificate of incorporation (as amended by the certificate of designation relating to the series A convertible preferred stock) because it, and not this description, defines the rights of holders of series A convertible preferred stock. A copy of our certificate of incorporation and our certificate of designation is an exhibit to the registration statement which includes this prospectus.

Voting. Except as described below or as otherwise provided by law, the holders of our series A convertible preferred stock generally have the right to vote together with the holders of our common stock, as a single class, on an as-converted basis. Each share of our series A convertible preferred stock is entitled to that number of votes equal to the number of shares of class A common stock issuable upon conversion of a share of series A convertible preferred stock, for so long as such series A convertible preferred stock is outstanding. As of November 30, 2004, each share of our series A convertible preferred stock is currently convertible into 88 shares of our common stock. In addition to the foregoing voting rights, without the approval of the holders of at least a majority of the outstanding shares of our series A convertible preferred stock, voting separately as a class, we cannot amend, alter or repeal the preferences, special rights or other powers of our series A convertible preferred stock or otherwise amend our certificate of incorporation so as to affect adversely our series A convertible preferred stock.

In addition, without the approval of the holders of not less than 50% of the outstanding shares of our series A convertible preferred stock, voting separately as a class, we cannot, for so long as at least 15% of the initial number of shares of our series A convertible preferred stock remain outstanding:

•: issue any capital stock or other equity securities of ours having rights, preferences, privileges or priorities pari passu with or junior to our series A convertible preferred stock, other than our common stock, or issue any convertible securities, other than in specified circumstances;
•: declare or pay any dividends or make any other direct or indirect distribution on account of any of our capital stock, other than our series A convertible preferred stock or our common stock; or
•: redeem, repurchase, otherwise acquire or enter into any transaction involving the disposition of any shares of our capital stock or other equity securities, other than in specified circumstances.

In addition, the holders of our series A convertible preferred stock are entitled to nominate one person who will be included among our nominees for election to our board of directors for so long as such holders hold at least 20% of our class A common stock issued or issuable upon conversion of the series A convertible preferred stock. Similarly, the holders of our series A convertible preferred stock are entitled to designate one person to observe our board of directors so long as such holders hold at least 20% of our series A convertible preferred stock.

Dividends. Shares of our series A convertible preferred stock accrue preferential dividends daily and on a cumulative basis at an annual rate of 5% of its liquidation value, until the earlier of certain events specified in our certificate of incorporation. Such dividends will accrue whether or not they are declared and whether or not we have earnings, surplus or other funds legally available for the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid or declared before any dividends may be made on securities junior to our series A convertible preferred stock. Dividends are payable on a pro rata basis, out of funds legally available therefor, quarterly in arrears on January 31, April 30, July 31 and October 31 of each year in either cash or additional shares of series A convertible preferred stock.

Liquidation, Dissolution or Winding Up or Other Fundamental Changes. If we voluntarily or involuntarily liquidate, dissolve or wind-up, transfer all or substantially all of our assets or are party to a merger or other change in control transaction in which our stockholders do not own a majority of our outstanding voting securities after such transaction, holders of our series A convertible preferred stock are entitled to a liquidation preference equal to the greater of (1) the stated liquidation value of our series A convertible preferred stock, which was initially $1,000.00 per share, plus all accreted dividends, or (2) the amount such holders would be entitled to if our series A convertible preferred stock were converted into shares of our class A common stock immediately prior to such event. The remaining assets, if any, will be distributed to the holders of any of our capital stock ranking junior to our series A convertible preferred stock on a pro rata basis. If there are insufficient assets or funds to permit the preferential amount payable to the holders of series A convertible preferred stock, then our entire assets and all of our funds legally available for distribution will be distributed ratably among the series A convertible preferred stockholders and any holders of our capital stock pari passu with our series A convertible preferred stock.

Redemption. Beginning on August 11, 2003 and continuing until August 11, 2007, we have the option to redeem all of the issued and outstanding shares of our series A convertible preferred stock at any time at a price per share in cash equal to the greater of (i) 90% of the current market value of the number of shares of class A common stock into which a share of series A convertible preferred stock could be converted by the holder on the date of the notice of redemption or (ii) a price giving the holder a defined yield; provided, however, that if the optional redemption price is pursuant to (i) above, then we may redeem less than all, but in no event less than 50%, of the issued and outstanding shares of series A convertible preferred stock. In addition, we must redeem any outstanding shares of our series A convertible preferred stock on August 11, 2007 at liquidation value, plus accrued but unpaid dividends, if any. If we do not have sufficient funds to redeem all outstanding shares of our series A convertible preferred stock on the mandatory redemption date, we are required to redeem a pro rata portion of each holder's shares of series A convertible preferred stock out of funds legally available therefor and redeem the remaining shares as soon as practicable after we have funds legally available therefor. Further, at any time on or after the occurrence of a change of control of us and for a period of 30 days thereafter, each holder of shares of series A convertible preferred stock may elect to require us to redeem such holder's shares or a portion thereof at a redemption price per share equal to the liquidation value as of the date of such change of control.

Optional Conversion. Each share of our series A convertible preferred stock is convertible into shares of our class A common stock at any time at the option of the holder. Each share of our series A

convertible preferred stock is convertible into a number of shares of our class A common stock equal to its liquidation value divided by the conversion price then in effect for our series A convertible preferred stock. The initial conversion price of our series A convertible preferred stock is $14.00 per share, subject to adjustment if we subdivide our common stock by effecting a stock split or stock dividend, or if we issue or sell, subject to certain exceptions, additional shares of our common stock or securities convertible into common stock for less than $14.00 per share. As of November 30, 2004, the outstanding shares of series A convertible preferred stock were convertible, in the aggregate, into approximately 4,754,774 shares of our class A common stock.

Mandatory Conversion At Our Election. In the event we elect to redeem less than all of the issued and outstanding shares of our series A convertible preferred stock, then, upon such redemption, we may elect to require the holders of all remaining shares of our series A convertible preferred stock not subject to such redemption to convert such shares into shares of our class A common stock at the then effective conversion ratio.

Registration Rights. The holders of our series A convertible preferred stock and their permitted transferees are entitled to certain rights with respect to the registration under the Securities Act of certain shares of our class A common stock, including shares of class A common stock that were or may be acquired upon the conversion of shares of series A convertible preferred stock. In the event that we propose to register any of our securities under the Securities Act at any time, with certain exceptions, the holders of our series A convertible preferred stock will be entitled to include shares in such registration, subject to the right of the managing underwriter of any underwritten offering to exclude from such registration some or all of their registrable shares. In addition, holders of our series A convertible preferred stock have the right to require us to prepare and file registration statements under the Securities Act with respect to all of the registrable shares if such holders holding specified percentages of such shares and having a certain aggregate value so request. We are required to use our best efforts to effect such registration, subject to certain conditions and limitations.

Our series A convertible preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the stockholders.

Delaware Law and Charter and By-Laws

Business Combinations. We are subject to the provisions of Section 203 of Delaware corporate law. Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to specified exceptions, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation's voting stock.

Staggered Board of Directors. Our certificate of incorporation and by-laws provide for the division of our board of directors into three classes as nearly equal in size as possible, with no class having more than one director more than any other class, with staggered three-year terms. The director nominated by holders of our series A convertible preferred stock and elected to office is a class I director. Our certificate of incorporation and by-laws also provide that directors may be removed with or without cause by the vote of the holders of shares representing at least 75% of the votes which all of our stockholders would be entitled to cast at any election of directors, other than an election of the class A director. The class A director may be removed only by the holders of at least 75% of the outstanding shares of our class A common stock. Moreover, our certificate of incorporation and by-laws provide that any vacancy on the board of directors, however occurring, including a vacancy resulting from an enlargement of the board, may only be filled by vote of a majority of the directors then in

office. The classification of our board of directors and the limitations on the removal of directors and filling of vacancies could have the effect of making it more difficult for a third party to acquire, or discourage a third party from acquiring, us.

Limitation of Liability; Indemnification. Our certificate of incorporation provides that our directors and officers shall be indemnified by us except to the extent prohibited by Delaware corporate law. This indemnification covers all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with their services for or on behalf of us, if such officer or director acted in good faith and in a manner he reasonably believed to be in, and not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, our certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or to our stockholders for breaches of their fiduciary duty as directors, notwithstanding any provision of law imposing such liability, except to the extent prohibited by Delaware corporate law.

Stockholder Action; Special Meeting of Stockholders. Our by-laws provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before the meeting and may not be taken by written action in lieu of a meeting. Our by-laws also provide that special meetings of stockholders may only be called by the president or by the chairman of our board of directors. Our by-laws provide that, in order for any matter to be considered "properly brought" before a meeting, a stockholder must comply with requirements regarding advance notice to us. These provisions could have the effect of delaying until the next stockholders' meeting stockholder actions which are favored by the holders of a majority of our outstanding voting securities. These provisions may also discourage another person or entity from making a tender offer for our common stock, because such person or entity, even if it acquired a majority of our outstanding voting securities, would be able to take action as a stockholder only at a duly called stockholders' meeting, and not by written consent.

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our by-laws provide that nominations for election to our board of directors may be made either by our board of directors or by a stockholder who complies with specified notice provisions. Our by-laws contain similar advance notice provisions for stockholder proposals for action at stockholder meetings. These provisions prevent stockholders from making nominations for directors and stockholder proposals from the floor at any stockholder meeting and require any stockholder making a nomination or proposal to submit the name of the nominees for board seats or the stockholder proposal, together with specified information about the nominee or any stockholder proposal, prior to the meeting at which directors are to be elected or action is to be taken. These provisions ensure that stockholders have adequate time to consider nominations and proposals before action is required, and they may also have the effect of delaying stockholder action.

Amendment to Certificate of Incorporation or By-Laws. Delaware corporate law provides that the vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or by-laws, unless a corporation's certificate of incorporation or by-laws, as the case may be, requires a greater percentage. Our certificate of incorporation requires the vote of the holders of shares representing at least 75% of the votes entitled to be cast to amend or repeal certain of the foregoing provisions of our certificate of incorporation. Generally, our by-laws may be amended or repealed by a majority vote of the board of directors present at any regular or special meeting of the board of directors or the holders of shares representing a majority of the votes entitled to be cast (with certain exceptions which require the vote of the holders of shares representing at least 75% of the votes entitled to be cast). The stockholder vote would be in addition to any separate class vote that might in the future be required pursuant to the terms of any series of preferred stock that might be then outstanding.

Certain Effects of Authorized but Unissued Stock

We have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions or payment as a dividend on the capital stock.

The existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third party attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, our board of directors has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent permissible under Delaware corporate law and subject to any limitations set forth in our certificate of incorporation. The purpose of authorizing our board of directors to issue preferred stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we may offer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. If we indicate in a prospectus supplement, the terms of any debt securities we offer under that prospectus supplement may differ from the terms we describe below.

We will issue the senior subordinated notes under a senior subordinated indenture dated as of January 24, 2003 between us and U.S. Bank National Association, as trustee. We will issue junior subordinated notes under a junior subordinated indenture which we will enter into with a trustee to be named in the prospectus supplement. We have filed these documents as exhibits to the registration statement which includes this prospectus. We use the term "indentures" to refer to both the senior subordinated indenture and the junior subordinated indenture. The indentures will be qualified under the Trust Indenture Act. We use the term "trustee" to refer to either the senior subordinated trustee or the junior subordinated trustee, as applicable. The indentures may be supplemented from time to time.

The following summaries of material provisions of the senior subordinated notes, the junior subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, the provisions of the indenture applicable to a particular series of debt securities. Except as we may otherwise indicate, the terms of the senior subordinated indenture and the junior subordinated indenture are identical.

We conduct our operations through subsidiaries. Our rights and the rights of our creditors, including holders of debt securities, to the assets of any subsidiary of ours upon that subsidiary's liquidation or reorganization or otherwise would be subject to the prior claims of that subsidiary's creditors, except to the extent that we may be a creditor with recognized claims against the subsidiary. Our subsidiaries' creditors would include trade creditors, debt holders, secured creditors and taxing authorities.

General

Except as set forth below under "Certain Covenants Related to Senior Subordinated Debt—Incurrence of Indebtedness and Issuance of Preferred Stock," neither indenture limits of the amount of debt securities that we may issue. The senior subordinated debt securities will be unsecured and will be subordinated to our senior indebtedness, including our credit facilities. The junior subordinated debt securities will be unsecured and will be subordinated and junior to all senior indebtedness and our senior subordinated debt securities.

Senior Subordinated Indenture

Pursuant to the terms of the senior subordinated indenture, the following are the general terms relating to our senior subordinated notes:

•: the notes will be general unsecured obligations of our company;
•: the notes will be subordinated in right of payment to all existing and future Senior Debt;
•: the notes will be equal in right of payment to all of our future unsecured indebtedness that is subordinated in right of payment to any of our other indebtedness;
•: the notes will be senior in right of payment to any of our future indebtedness that expressly provides that it is junior in right of payment to the notes;

•: the notes will be unconditionally guaranteed by our Restricted Subsidiaries, other than any Foreign Subsidiary and certain inactive and insignificant Restricted Subsidiaries;
•: we will issue the notes in denominations of $1,000 and integral multiples of $1,000;
•: the notes will mature on February 1, 2013; and
•: interest on the notes will accrue at the rate of 9.75% per annum and will be payable semi-annually in arrears on February 1 and August 1. We will make each interest payment to the holders of record of the notes on the immediately preceding January 15 and July 15. Interest on the notes will accrue from the date of original issuance or, if the interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Junior Subordinated Indenture

We will describe in the applicable prospectus supplement the following terms relating to a series of junior subordinated notes:

•: the title;
•: any limit on the amount that may be issued;
•: whether or not we will issue the series of notes in global form, and, if so, the terms and who the depository will be;
•: the maturity date;
•: the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
•: whether or not the notes will be secured or unsecured, and the terms of any secured debt;
•: the terms of the subordination of any series of debt;
•: the place where payments will be payable;
•: our right, if any, to defer payment of interest and the maximum length of any such deferral period;
•: the date, if any, after which, and the price at which, we may, at our option, redeem the series of notes pursuant to any optional redemption provisions;
•: the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder's option to purchase, the series of notes;
•: whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
•: whether we will be restricted from incurring any additional indebtedness;
•: a discussion on any material or special United States federal income tax considerations applicable to the notes;
•: the denominations in which we will issue the series of notes, if other than denominations of $1,000 and any integral multiple thereof; and
•: any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.

Conversion or Exchange Rights

Senior Subordinated Indenture

The senior subordinated notes are not convertible into or exchangeable for common stock or other securities.

Junior Subordinated Indenture

We will set forth in the applicable prospectus supplement the terms on which a series of junior subordinated notes may be convertible into or exchangeable for common stock or other securities of ours. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of common stock or other securities of ours that the holders of the series of junior subordinated notes receive would be subject to adjustment.

Repurchase at the Option of Holders

Senior Subordinated Indenture

Change of Control

Pursuant to the terms of the senior subordinated indenture, if a Change of Control occurs, each holder of senior subordinated notes will have the right to require us to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that holder's notes pursuant to a Change of Control Offer (the "Change of Control Offer"). In the Change of Control Offer, we will offer to pay an amount in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of senior subordinated notes repurchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, we will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase senior subordinated notes on the date (the "Change of Control Payment Date") specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the senior subordinated indenture and described in such notice.

On or before the Change of Control Payment Date, we will, to the extent lawful:

•: accept for payment all senior subordinated notes or portions thereof properly tendered pursuant to the Change of Control Offer;
•: deposit with the paying agent an amount equal to the Change of Control Payment in respect of all senior subordinated notes or portions thereof so tendered; and
•: deliver or cause to be delivered to the trustee the senior subordinated notes so accepted together with an officers' certificate stating the aggregate principal amount of senior subordinated notes or portions thereof being purchased by us.

The paying agent will promptly mail to each holder of senior subordinated notes so tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new senior subordinated note equal in principal amount to any unpurchased portion of the senior subordinated notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof.

Prior to complying with any of the provisions of this "Change of Control" covenant, but in any event within 90 days following a Change of Control, we are required to either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of senior subordinated notes required by this covenant. We will publicly

announce the results of the Change of Control Offer as soon as practicable after the Change of Control Payment Date.

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

Notwithstanding the foregoing, we shall not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, we or a third party have made an offer to purchase (an "Alternate Offer") any and all senior subordinated notes validly tendered at a cash price equal to or higher than the Change of Control Payment and have purchased all senior subordinated notes properly tendered in accordance with the terms of such Alternate Offer. The Alternate Offer must comply with all the other provisions applicable to the Change of Control Offer, shall remain, if commenced prior to the Change of Control, open for acceptance until the consummation of the Change of Control and must permit holders to withdraw any tenders of senior subordinated notes made into the Alternate Offer until the final expiration or consummation thereof.

We will comply, and will cause any third party making a Change of Control Offer or an Alternate Offer to comply, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with a Change of Control Offer or an Alternate Offer. To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of the senior subordinated indenture relating to a Change of Control Offer, we will not be deemed to have breached our obligations under the senior subordinated indenture by virtue of complying with such laws or regulations.

The occurrence of a Change of Control would constitute an event of default under our Senior Credit Facility. In addition, the Senior Credit Facility prohibits, and the agreements governing any future Senior Debt may prohibit, us from purchasing any senior subordinated notes, and may also provide that certain change of control events with respect to us would constitute a default under such agreements. In the event a Change of Control occurs at a time when we are prohibited from purchasing senior subordinated notes, we could seek the consent of our senior lenders to the purchase of senior subordinated notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we will remain prohibited from purchasing senior subordinated notes. In such case, our failure to purchase tendered senior subordinated notes would constitute an event of default under the senior subordinated indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the senior subordinated indenture would likely restrict payments to the holders of senior subordinated notes.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our assets and the assets of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of senior subordinated notes to require us to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our Subsidiaries taken as a whole may be uncertain.

The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the senior subordinated indenture are applicable. Except as described above with respect to a Change of Control, the senior subordinated indenture does not contain provisions that permit the holders of the senior

subordinated notes to require that we repurchase or redeem such notes in the event of a takeover, recapitalization or similar transaction.

Asset Sales

We will not, and will not permit any of our Restricted Subsidiaries to, consummate an Asset Sale unless:

•: we or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued, sold or otherwise disposed of;
•: such fair market value, if in excess of $5.0 million, is determined in good faith by our board of directors and evidenced by a resolution of the board of directors set forth in an officers' certificate delivered to the trustee; and
•: at least 75% of the consideration therefor received by us or such Restricted Subsidiary is in the form of cash or Cash Equivalents and is received at the time of such Asset Sale. For purposes of this provision, each of the following shall be deemed to be cash: (a) the amount of any liabilities shown on our or such Restricted Subsidiary's most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the senior subordinated notes or any Subsidiary Guarantee) that are assumed by another Person and from which we and our Restricted Subsidiaries are released from further liability; and (b) any securities, notes or other obligations received by us or any such Restricted Subsidiary from such transferee that are promptly (subject to ordinary settlement periods) converted by us or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, we may apply such Net Proceeds at our option:

•: to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to permanently reduce a corresponding amount of commitments with respect thereto;
•: to make an investment in or expenditures for assets (excluding securities other than Capital Stock of any Person that (A) is or becomes a Guarantor or (B) is merged, consolidated or amalgamated with or into, or transfers all or substantially all of its assets to, or is liquidated into, us or any Guarantor) that replace the assets that were the subject of the Asset Sale or that will be used in the Permitted Business ("Replacement Assets"); and/or
•: to redeem senior subordinated notes pursuant to any of the provisions of the senior subordinated indenture.

Pending the final application of any such Net Proceeds, we may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the senior subordinated indenture.

Any Net Proceeds from Asset Sales that are not applied as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, we will make an offer to

•: all holders of senior subordinated notes and
•: all holders of other Indebtedness that ranks pari passu with the senior subordinated notes containing provisions similar to those set forth in the senior subordinated indenture with respect to offers to purchase or redeem with the proceeds of sales of assets

to purchase (an "Asset Sale Offer") the maximum principal amount of senior subordinated notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price

for senior subordinated notes in any Asset Sale Offer will be equal to 100% of the principal amount of senior subordinated notes purchased, plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If the aggregate principal amount of senior subordinated notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, we shall select the senior subordinated notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Accordingly, if any Excess Proceeds remain after consummation of an Asset Sale Offer, Casella may use such Excess Proceeds for any purpose not otherwise prohibited by the senior subordinated indenture.

When any non-cash consideration received by us or any of our Restricted Subsidiaries in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash or Cash Equivalents, such cash and Cash Equivalents must be applied in accordance with this covenant.

We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with an Asset Sale Offer. To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of the senior subordinated indenture relating to an Asset Sale Offer, we will not be deemed to have breached our obligations under the senior subordinated indenture by virtue of complying with such laws or regulations.

The Senior Credit Facility currently prohibits us from purchasing any senior subordinated notes. In addition, the agreements governing any future Senior Debt may prohibit us from purchasing any senior subordinated notes. In the event the senior subordinated indenture requires us to make an Asset Sale Offer at a time when we are prohibited from purchasing senior subordinated notes, we could seek the consent of our senior lenders to the purchase of senior subordinated notes, use the proceeds of the Asset Sale to pay down such Senior Debt, or attempt to refinance the borrowings that contain such prohibitions. If we do not obtain such consents or repay or refinance such borrowings, we would remain prohibited from purchasing senior subordinated notes. In such case, our failure to purchase tendered senior subordinated notes would constitute an event of default under the senior subordinated indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the senior subordinated indenture would likely restrict payments to the holders of senior subordinated notes.

Junior Subordinated Indenture

The junior subordinated indenture does not contain any provisions which would give the holders of junior subordinated notes the right to require us to repurchase all or any part of that holder's notes.

Events of Default Under the Indentures

The following are events of default under the senior subordinated indenture:

•: if we fail to pay interest when due and our failure continues for 30 days;
•: if we fail to pay the principal, or premium, if any, when due;
•: if specified events of bankruptcy, insolvency or reorganization occur to us or any significant subsidiary of ours;
•: if we fail to comply with certain obligations to repurchase the senior subordinated notes at the option of the holders upon a change of control or asset sale;
•: if we fail to observe or perform any other covenant contained in the senior subordinated notes or the senior subordinated indenture, other than a covenant specifically relating to another series of notes, and our failure continues for 60 days after we receive notice from the trustee or

holders of at least 25% in aggregate principal amount of the outstanding senior subordinated notes of the applicable series;

•: if we default under other debt instruments if the default is caused by a failure to make a payment of principal, interest or premium, or results in acceleration, and such other indebtedness exceeds $10.0 million;
•: if we fail to pay final judgments exceeding $10.0 million within 60 days; and
•: if a guarantee by one of our significant subsidiaries is held to be unenforceable or otherwise ceases to be in full force and effect.

The following are events of default under the junior subordinated indenture:

•: if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;
•: if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or deferred;
•: if we fail to observe or perform any other covenant contained in the junior subordinated notes or the junior subordinated indenture, other than a covenant specifically relating to another series of notes, and our failure continues for 90 days after notice is given by the trustee or holders of at least 25% in aggregate principal amount of the outstanding notes of the applicable series; and
•: if specified events of bankruptcy, insolvency or reorganization occur to us.

If an event of default with respect to notes of any series occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, on the notes due and payable immediately.

The holders of a majority in principal amount of the outstanding notes of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest. Any waiver shall cure the default or event of default.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of notes, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding notes of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the notes of that series, provided that:

•: the direction so given by the holder is not in conflict with any law or the applicable indenture; and
•: subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the notes of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:

•: the holder has given written notice to the trustee of a continuing event of default with respect to that series;

•: the holders of at least 25% in aggregate principal amount of the outstanding notes of that series have made written request, and such holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and
•: the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding notes of that series inconsistent directions within 45 days pursuant to the senior subordinated indenture, or 60 days pursuant to the junior subordinated indenture, as the case may be, after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of notes to enforce payment if we default in the payment of the principal, premium, if any, or interest on, the notes.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.

Modification of Indenture; Waiver

Senior Subordinated Indenture

With respect to the senior subordinated indenture, we and the trustee may change the senior subordinated indenture without the consent of any holders with respect to specific matters, including:

•: to fix any ambiguity, defect or inconsistency in the senior subordinated indenture; and
•: to change anything that would provide additional rights or benefits to holders of the senior subordinated notes or that does not adversely affect the legal rights of any holder of senior subordinated notes under the senior subordinated indenture.

In addition, under the senior subordinated indenture, the rights of holders of a series of notes may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding notes of each series that is affected. However, we and the trustee may make the following changes only with the consent of each holder of any outstanding notes affected:

•: reducing the principal amount of notes whose holders must consent to an amendment, supplement or waiver;
•: reducing the principal of or changing or having the effect of changing the fixed maturity of any note or altering certain provisions with respect to the redemption of the notes;
•: reducing the rate of or changing the time for payment of interest on any note;
•: making any note payable in money other than that stated in the notes;
•: waiving an uncured default in the payment of principal of or premium, if any, or interest on the senior subordinated notes (except a rescission of acceleration of the senior subordinated notes by the holders of at least a majority in aggregate principal amount of the senior subordinated notes and a waiver of the payment default that resulted from such acceleration);
•: impairing or affecting the right of any holder of senior subordinated notes to receive payment of principal of and interest on the senior subordinated notes on or after the due dates therefor or to institute suit for payment for the enforcement of any such payment on or after the due dates therefor, or making any changes in the provisions of the senior subordinated indenture permitting holders of a majority in principal amount of senior subordinated notes to waive any past default and its consequences;
•: waiving certain redemption payments with respect to any senior subordinated note;
•: releasing any guarantor from any of its obligations under the senior subordinated indenture other than in accordance with the terms of the senior subordinated indenture;

•: in the event that a change of control has occurred or an asset sale has been consummated, amending, changing or modifying in any material respect our obligation to make and consummate an offer to redeem the senior subordinated notes with respect to such change of control or asset sale;
•: making any change to the provisions of the senior subordinated indenture relating to subordination (including the related definitions) that adversely affects the rights of the holders of the senior subordinated notes; or
•: making any change in the preceding amendment and waiver provisions.

Junior Subordinated Indenture

With respect to the junior subordinated indenture, we and the trustee may amend or supplement the junior subordinated indenture or the junior subordinated notes without the consent of any holders with respect to specific matters, including:

•: to fix any ambiguity, defect or inconsistency in the junior subordinated indenture; and
•: to change anything that does not materially adversely affect the interests of any holder of junior subordinated notes of any series.

In addition, under the junior subordinated indenture, the rights of holders of a series of notes may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding notes of each series that is affected. However, we and the trustee may only make the following changes with the consent of each holder of any outstanding notes affected:

•: extending the fixed maturity of the series of notes;
•: reducing the principal amount, the rate of interest, or reducing any premium payable upon the redemption of any notes; or
•: reducing the minimum percentage of notes, the holders of which are required to consent to any amendment.

Discharge

Senior Subordinated Indenture

The senior subordinated indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for:

•: the rights of holders to receive payments in respect of the principal of, premium, if any, and interest on such senior subordinated notes when such payments are due from the trust referred to below;
•: our obligations with respect to the senior subordinated notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;
•: the rights, powers, trusts, duties and immunities of the trustee, and our obligations in connection therewith; and
•: the legal defeasance provisions of the senior subordinated indenture.

In order to exercise our rights to be discharged, we must deposit into trust with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Junior Subordinated Indenture

The junior subordinated indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:

•: register the transfer or exchange of debt securities of the series;
•: replace stolen, lost, destroyed or mutilated debt securities of the series;
•: maintain certain offices and paying agencies;
•: hold monies for payment in trust;
•: pay principal, interest and premiums;
•: compensate, reimburse and indemnify the trustee; and
•: appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange, Registration and Transfer

We will issue the notes of each series only in fully registered form without interest coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue notes of a series in temporary or definitive global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depository named by us and identified in a prospectus supplement with respect to that series. See "Legal Holders" for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the notes of any series can exchange the notes for other notes of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the notes may present the notes for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the notes that the holder presents for transfer or exchange, we will not require any payment for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any notes. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the notes of each series.

Junior Subordinated Indenture

If we elect to redeem the junior subordinated notes of any series, we will not be required to:

•: issue, register the transfer of, or exchange any junior subordinated notes of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of

redemption of any junior subordinated notes that may be selected for redemption and ending at the close of business on the day of the mailing; or

•: register the transfer of or exchange any junior subordinated notes so selected for redemption, in whole or in part, except the unredeemed portion of any junior subordinated notes we are redeeming in part.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given to it by the indentures at the request of any holder of notes unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any notes on any interest payment date to the person in whose name the notes, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest payment.

We will pay principal of and any premium and interest on the notes of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, will we make interest payments by check which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the trustee in New York, New York as our sole paying agent for payments with respect to notes of each series. Our paying agent for the senior subordinated notes is U.S. Bank National Association. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the notes of a particular series. We will maintain a paying agent in each place of payment for the notes of a particular series.

Under the terms of the junior subordinated indenture, all money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any notes which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.

Governing Law

The indentures and the notes will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

Subordination

Senior Subordinated Indenture

The payment of all obligations on or relating to the senior subordinated notes will be subordinated in right of payment to the prior payment in full in cash or cash equivalents of all obligations on our Senior Debt. Notwithstanding the foregoing, payments and distributions made from the trust established pursuant to the provisions described under "—Discharge" shall not be so subordinated in right of payment so long as the payments into the trust were made in accordance with certain requirements and did not violate the subordination provisions when they were made.

The holders of Senior Debt will be entitled to receive payment in full in cash or cash equivalents of all obligations due in respect of Senior Debt before the holders of subordinated notes will be entitled to receive any payment or distribution of any kind or character with respect to any obligations on, or relating to, the subordinated notes (other than payments or distributions of Permitted Junior Securities) in the event of any distribution to our creditors:

•: in a total or partial liquidation, dissolution or winding up of Casella;
•: in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or our assets;
•: in an assignment for the benefit of creditors; or
•: in any marshalling of our assets and liabilities.

We also may not make any payment or distribution of any kind or character with respect to any obligations on, or relating to, the notes or acquire any notes for cash or assets or otherwise, other than payments or distributions of Permitted Junior Securities and payments and distributions made from the trust established pursuant to the provisions described under "—Discharge" so long as the payments into the trust were made in accordance with certain requirements and did not violate the subordination provisions when they were made, if:

•: a payment default on any Senior Debt occurs and is continuing beyond the applicable grace period, if any; or
•: any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a "Payment Blockage Notice") from the Representative of any Designated Senior Debt.

Payments on and distributions with respect to any obligations on, or with respect to, the notes may and shall be resumed:

•: in the case of a payment default, upon the date on which all payment defaults are cured or waived; and
•: in case of a nonpayment default, the earliest of (x) the date on which all such nonpayment defaults are cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date on which the trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending after the date of delivery of such initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

We must promptly notify holders of Senior Debt if payment of the senior subordinated notes is accelerated because of an event of default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Casella, holders of the senior subordinated notes may recover less ratably than our creditors who are holders of Senior Debt.

Junior Subordinated Indenture

The junior subordinated notes will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness, including, without limitation, to the prior payment in full in cash or cash equivalents of all obligations on our Senior Debt, to the extent described in a prospectus supplement. The junior subordinated indenture does not limit the amount of junior subordinated notes which we may issue. It also does not limit us from issuing any other secured or unsecured debt.

Certain Covenants Related to Senior Subordinated Notes

The restrictive covenants summarized below will apply (unless waived or amended) to notes issued pursuant to the senior subordinated indenture, unless the prospectus supplement states otherwise. We have provided at the end of these covenants definitions of the capitalized words used in discussing the covenants.

Restricted Payments

We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly:

(i): declare or pay any dividend or make any other payment or distribution on account of our Equity Interests or any of our Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving us or any of our Restricted Subsidiaries) or to the direct or indirect holders of our Equity Interests or any of our Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable solely in Qualified Capital Stock or dividends or distributions payable to us or any of our Restricted Subsidiaries);
(ii): purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving us or any of its Restricted Subsidiaries) any of our Equity Interests or of our any direct or indirect parent or of any of our Restricted Subsidiaries (other than any such Equity Interests owned by us or any of our Restricted Subsidiaries);
(iii): make any payment on or with respect to, or purchase, redeem, prepay, decrease, defease or otherwise acquire or retire for value, any Indebtedness that is expressly subordinated in right of payment to the senior subordinated notes or any Subsidiary Guarantee, except (x) any payment of interest or principal at the Stated Maturity thereof, (y) any payment made with Qualified Capital Stock and (z) any payment made to us or any of our Restricted Subsidiaries; or
(iv): make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

(1): no Default has occurred and is continuing or would occur as a consequence thereof;
(2): we would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable Four Quarter Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; and
(3): such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by us and our Restricted Subsidiaries after the date of the Indenture (excluding

Restricted Payments permitted by clauses (2), (3), (4) (only to the extent payable to us or any of our Restricted Subsidiaries), (5), (7) and (8) of the next succeeding paragraph), is less than the sum (the "Basket"), without duplication, of

(a) 50% of our Consolidated Net Income for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of our most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds received by us since the Issue Date from the issuance and sale of Qualified Capital Stock or from the issuance and sale of convertible or exchangeable Disqualified Capital Stock or Indebtedness of us or any of our Restricted Subsidiaries that has been converted into or exchanged for Qualified Capital Stock (other than any issuance and sale to one of our Subsidiaries), less the amount of any cash, or the fair market value of any other assets, distributed by us or any of our Restricted Subsidiaries upon such conversion or exchange (other than to us or any of our Restricted Subsidiaries), plus

(c) to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (a) above, 100% of (x) any amount received in cash by us or any of our Restricted Subsidiaries as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, and (y) the aggregate net cash proceeds received by us or any of our Restricted Subsidiaries upon the sale or other disposition of, the investee (other than one of our Unrestricted Subsidiaries) of any Investment made by us and our Restricted Subsidiaries since the Issue Date; provided that the foregoing sum shall not exceed, in the case of any investee, the aggregate amount of Investments previously made (and treated as a Restricted Payment) by us or any of our Restricted Subsidiaries in such investee subsequent to the Issue Date, plus

(d) to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (a) above, 100% of (x) any amount received in cash by us or any of our Restricted Subsidiaries as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, or upon the sale or other disposition of the Capital Stock of, an Unrestricted Subsidiary and (y) the fair market value of the net assets of an Unrestricted Subsidiary, at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary or is merged, consolidated or amalgamated with or into, or is liquidated into, us or any of our Restricted Subsidiaries, multiplied by our proportionate interest in such Subsidiary; provided that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the aggregate amount of Investments previously made (and treated as a Restricted Payment) by us or any of our Restricted Subsidiaries in such Unrestricted Subsidiary subsequent to the Issue Date, plus

(e) to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (a) above, 100% of the amount of any Investment made (and treated as a Restricted Payment) since the Issue Date in a Person that subsequently becomes our Restricted Subsidiary.

The preceding provisions will not prohibit:

(1): the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the senior subordinated indenture;
(2): the redemption, repurchase, retirement, defeasance or other acquisition of (a) any of our Indebtedness or any Indebtedness of any Guarantor that is expressly subordinated in right of payment to the senior subordinated notes or any Subsidiary Guarantee or (b) any of our Equity Interests or any Equity Interests of our Restricted Subsidiaries in exchange for, or out of the net cash proceeds of the substantially concurrent issuance and sale (other than to any

of our Subsidiaries) of, Qualified Capital Stock; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall not increase the Basket;

(3): the redemption, repurchase, retirement, defeasance or other acquisition of any of our Indebtedness or any Indebtedness of any Guarantor which is expressly subordinated in right of payment to the senior subordinated notes or any Subsidiary Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
(4): the payment of any dividend or other distribution of earnings and profits by a Restricted Subsidiary to the holders of all of our Equity Interests on a pro rata basis or to the holders of the Equity Interests of GreenFiber in accordance with the terms of the limited liability company agreement governing GreenFiber, as in effect at the time of such payment;
(5): the repurchase of Equity Interests deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price thereof;
(6): as long as no Default has occurred and is continuing or would be caused thereby, the redemption, repurchase or other acquisition of Equity Interests constituting restricted stock repurchased from one of our employees or an employee of any of our Restricted Subsidiaries in connection with the termination of employment of such employee, in an amount not to exceed the net cash proceeds received from such terminated employee upon issuance of such Equity Interests;
(7): (i) the redemption in cash on or after August 11, 2007 of the shares of series A redeemable convertible preferred stock outstanding on the date of the senior subordinated indenture pursuant to the mandatory redemption provisions of the series A convertible preferred stock and (ii) the payment of dividends on the series A redeemable convertible preferred stock by the increase, at or after the relevant dividend payment dates, in the liquidation preference thereof equal to the amount of such dividends; and
(8): Restricted Payments not to exceed $5.0 million in the aggregate since the Issue Date.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by us or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities having a fair market value in excess of $5.0 million that are required to be valued by this covenant shall be determined in good faith by our board of directors, whose resolution with respect thereto shall be delivered to the trustee. The board of directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, we shall deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the senior subordinated indenture.

In determining whether any Restricted Payment is permitted by the foregoing covenant, we may allocate or reallocate all or any portion of such Restricted Payment between clauses (6) and (8) of the second paragraph of this "—Restricted Payments" covenant or between such clauses and the Basket; provided that at the time of such allocation or reallocation, all such Restricted Payments, or allocated portions thereof, would be permitted under such provisions.

Incurrence of Indebtedness and Issuance of Preferred Stock

(i) We may not, and we will not permit any of our Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and (ii) we will not issue any Disqualified Capital Stock and will not permit any of our Restricted Subsidiaries to issue any shares of Preferred Stock; provided that we or any Guarantor may incur Indebtedness (including Acquired Debt), and we may issue Disqualified Capital Stock, if the Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1.0 (this proviso, the "Coverage Ratio Exception").

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1) Indebtedness and letters of credit under the Senior Credit Facility (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of us and our Restricted Subsidiaries thereunder) in an aggregate principal amount not to exceed $375.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by us or any of our Subsidiaries since the date of the senior subordinated indenture to repay Indebtedness under the Senior Credit Facility;

(2) the senior subordinated notes issued on the Issue Date, the Exchange Notes and the Subsidiary Guarantees thereof;

(3) Capital Lease Obligations and Purchase Money Obligations, and Permitted Refinancing Indebtedness thereof, in an aggregate amount not to exceed $10.0 million at any time outstanding;

(4) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refinance, (x) Existing Indebtedness or (y) Indebtedness incurred under the Coverage Ratio Exception or clause (2) of this paragraph or this clause (4);

(5) Indebtedness owed by us or any of our Restricted Subsidiaries to us or any of our Restricted Subsidiaries; provided that:

(a) if we or any Guarantor are the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the senior subordinated notes, in our case, or the Subsidiary Guarantee of such Guarantor, in the case of a Guarantor; and

(b) (x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than us or one of our Wholly Owned Restricted Subsidiaries and (y) any sale or other transfer of any such Indebtedness to a Person that is not either us or one of our Wholly Owned Restricted Subsidiaries shall be deemed, in each case, to constitute an incurrence of such Indebtedness by us or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (5);

(6) Hedging Obligations with respect to (a) interest rates on any Indebtedness that is permitted by the terms of the senior subordinated indenture to be outstanding, (b) foreign currency exchange rates, (c) prices of recycled paper, fiber, aluminum, tin, glass, rubber, plastics or other recycled products or (d) the price of fuel required for the operations of our businesses and the business of our Restricted Subsidiaries; provided that (i) any such Hedging Obligation of the type described in clauses (b) through (d) will be permitted by this clause (6) only if it was entered into to protect us and our Restricted Subsidiaries from fluctuations in foreign currency exchange rates, the prices of recycled paper, fiber, aluminum, tin, glass, rubber, plastics or other recycled products or fuel covered by such agreements, as applicable, and not for speculative purposes, (ii) in the case of Hedging Obligations of the type described in clause (a) above, any such Hedging Obligations will be permitted by this clause (6) only to the extent the notional principal amount of such Hedging Obligations, when incurred, does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate and (iii) in the case of Hedging Obligations of the type described in clause (b) above, such Hedging Obligations do not

increase our Indebtedness and the Indebtedness of our Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(7) obligations in the ordinary course of business in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion bonds and bid guarantees with respect to our assets or business or the assets or business of any of our Restricted Subsidiaries;

(8) (x) the Guarantee by us or any Guarantor of our Indebtedness or Indebtedness of a Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a Guarantor of Indebtedness of any other Restricted Subsidiary that is not a Guarantor; provided that, in each case, the Indebtedness being guaranteed is permitted to be incurred by another provision of the senior subordinated indenture;

(9) indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business or assets of Casella or any of its Restricted Subsidiaries or Capital Stock of any of its Restricted Subsidiaries; provided that the maximum aggregate liability in respect of all of such obligations outstanding under this clause (9) shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by us and our Restricted Subsidiaries in connection with such dispositions;

(10) Acquired Debt incurred by the debtor prior to the time that the debtor thereunder was acquired by or merged into us or any of our Subsidiaries, or prior to the time that the related asset was acquired by us or any of our Subsidiaries, and was not incurred in connection with, or in contemplation of, such acquisition or merger, and Permitted Refinancing Indebtedness thereof, in an aggregate amount not to exceed $10.0 million at any time outstanding;

(11) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds; provided that such Indebtedness is extinguished within five business days of incurrence; and

(12) additional Indebtedness in an aggregate amount not to exceed $10.0 million at any time outstanding.

Notwithstanding any other provision in this covenant, the maximum amount of Indebtedness that we or any of our Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded as a result of fluctuations in exchange rates of currencies. The outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any Guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded, so long as the obligor is permitted to incur such obligation. For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred pursuant to the Coverage Ratio Exception, we will be permitted to divide and classify such item of Indebtedness on the date of its incurrence in any manner that complies with this covenant (provided that all Indebtedness outstanding under the Senior Credit Facility on the Issue Date shall be deemed to have been incurred pursuant to clause (1) above).

No Senior Subordinated Debt

We will not, directly or indirectly, incur any Indebtedness that is, or purports to be, subordinate or junior in right of payment to any of our Senior Debt and senior in any respect in right of payment to the senior subordinated notes. No Guarantor will, directly or indirectly, incur any Indebtedness that is,

or purports to be, subordinate or junior in right of payment to any Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor's Subsidiary Guarantee. For purposes hereof, unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness solely because it is unsecured, and Indebtedness that is not Guaranteed by a particular Person shall not be deemed to be subordinate or junior to Indebtedness solely because it is not so Guaranteed.

Liens

We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any asset now owned or hereafter acquired, except Permitted Liens, unless all payments due under the senior subordinated indenture and the senior subordinated notes are secured on an equal and ratable basis with the obligation so secured until such time as such is no longer secured by a Lien; provided that if such obligation is by its terms expressly subordinated to the senior subordinated notes or any Subsidiary Guarantee, the Lien securing such obligation shall be subordinate and junior to the Lien securing the senior subordinated notes and the Subsidiary Guarantees with the same relative priority as such subordinate or junior obligation shall have with respect to the senior subordinated notes and the Subsidiary Guarantees.

Dividend and Other Payment Restrictions Affecting Subsidiaries

We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on or in respect of its Equity Interests to us or any of our Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to us or any of our Restricted Subsidiaries;

(2) make loans or advances to us or any of our Restricted Subsidiaries; or

(3) transfer any of our properties or assets to us or any of our Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) the Senior Credit Facility or any Existing Indebtedness, in each case, as in effect on the date of the senior subordinated indenture and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in the Senior Credit Facility or such Existing Indebtedness, as in effect on the date of the senior subordinated indenture;

(2) the senior subordinated indenture and the senior subordinated notes;

(3) applicable law, rule, regulation or order of any governmental authority;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by us or any of our Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the senior subordinated indenture to be incurred;

(5) customary non-assignment provisions (and sublease restrictions) in leases entered into in the ordinary course of business and consistent with past practices;

(6) Purchase Money Obligations that impose restrictions only on the property acquired of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; provided that such sale or disposition is made in compliance with the provisions of the senior subordinated indenture described under the caption "—Repurchase at the Option of Holders—Asset Sales;"

(8) Permitted Refinancing Indebtedness; provided that such dividend and other restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption "—Liens" that limit our right or the rights of any of our Restricted Subsidiaries to dispose of the assets subject to such Lien;

(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business; and

(12) any agreement relating to a Sale and Leaseback Transaction or Capital Lease Obligation, in each case, otherwise permitted by the senior subordinated indenture, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a Sale and Leaseback Transaction or capital lease.

Transactions with Affiliates

We will not, and will not permit any of our Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of our properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of our Affiliates (each, an "Affiliate Transaction"), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to us or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by us or such Restricted Subsidiary with an unrelated Person; and

(2) we deliver to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.0 million, a resolution of our board of directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of our Disinterested Directors, if there are any such Disinterested Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, or in excess of $2.0 million if such transaction has not been approved by a majority of the Disinterested Directors or if at such time there are no Disinterested Directors, an opinion as to the fairness of such Affiliate Transaction

from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions exclusively between or among us and/or one or more of our Restricted Subsidiaries; provided, in each case, such transaction is not otherwise prohibited by the senior subordinated indenture and that no Affiliate of ours (other than a Restricted Subsidiary) owns any Equity Interests in any Restricted Subsidiary that is a party to such transaction;

(2) any agreement in effect on the Issue Date as in effect on the Issue Date or as thereafter amended in a manner which is, taken as a whole, in the good faith judgment of our board of directors not materially less favorable to us or such Restricted Subsidiary than the original agreement as in effect on the Issue Date;

(3) any employment, compensation, benefit or indemnity agreements, arrangements or plans in respect of any officer, director, employee or consultant of us or any of our Restricted Subsidiaries entered into in the ordinary course of business and approved by our board of directors;

(4) loans and advances permitted by clause (6) of the definition of "Permitted Investments;"

(5) transactions between us or any of our Restricted Subsidiaries and GreenFiber; provided, in each case, that (i) such transaction (a) is on terms that are no less favorable to us or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by us or such Restricted Subsidiary with an unrelated Person and (b) is not otherwise prohibited by the senior subordinated indenture and (ii) that no Affiliate of ours (other than a Restricted Subsidiary) owns any Equity Interests in any Person that is a party to such transaction;

(6) the issuance and sale of Qualified Capital Stock; and

(7) Restricted Payments (other than Investments) that are permitted by the provisions of the senior subordinated indenture described under the caption "—Restricted Payments."

Additional Subsidiary Guarantees

If we or any of our Restricted Subsidiaries transfers, acquires or creates another Restricted Subsidiary (other than any Foreign Subsidiary) after the date of the senior subordinated indenture or transfers or causes to be transferred, in any one transaction or a series of related transactions, any assets in excess of $1,000 to any Restricted Subsidiary (other than a Foreign Subsidiary or our captive insurance subsidiary) that is not a Guarantor, or designates any Unrestricted Subsidiary (other than a Foreign Subsidiary) as a Restricted Subsidiary, then that newly acquired, created, capitalized or designated Restricted Subsidiary must become a Guarantor and shall, within ten business days of the date on which it was so acquired, created, capitalized or designated:

•: execute and deliver to the trustee a supplemental indenture in form reasonably satisfactory to the trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of our obligations under the senior subordinated notes and the senior subordinated indenture on the terms set forth in the senior subordinated indenture; and
•: deliver to the trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the senior subordinated indenture.

Notwithstanding the preceding paragraph, any Subsidiary Guarantee will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in the senior subordinated debenture. The form of the Subsidiary Guarantee will be attached as an exhibit to the senior subordinated indenture.

Designation of Restricted and Unrestricted Subsidiaries

Our board of directors may designate (a "Designation") any Restricted Subsidiary to be an Unrestricted Subsidiary if such Designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by us and our Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such Designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "—Restricted Payments" or for Permitted Investments, as applicable. All such outstanding Investments will be valued at their fair market value at the time of such Designation in accordance with the provisions of the second to last paragraph under "—Restricted Payments." Such Designation will be permitted only if such Investment would be a Permitted Investment or otherwise would at the time of such Designation not be prohibited under provisions of the senior subordinated indenture described under the caption "—Restricted Payments."

Our board of directors may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"); provided that (a) no Default exists at the time of or after giving effect to such Revocation; and (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of the senior subordinated indenture.

Any such Designation or Revocation by our board of directors after the Issue Date shall be evidenced to the trustee by promptly filing with the trustee a copy of the resolution of our board of directors giving effect to such Designation or Revocation and an officers' certificate certifying that such Designation or Revocation complied with the foregoing provisions.

Sale and Leaseback Transactions

We will not, and will not permit any of our Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that we or any of our Restricted Subsidiaries that is a Guarantor may enter into a Sale and Leaseback Transaction if:

(1) we or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction pursuant to the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens;"

(2) the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the board of directors and set forth in an officers' certificate delivered to the trustee, of the assets that are the subject of such Sale and Leaseback Transaction; and

(3) the transfer of assets in such Sale and Leaseback Transaction is permitted by, and we apply the proceeds of such transaction in compliance with, the provisions of the senior subordinated indenture relating to the sale of assets (unless the sale of such assets would not constitute an Asset Sale under the definition of "Asset Sale").

Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries

We will not, and will not permit any of our Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any of our Wholly Owned Restricted Subsidiaries to any Person (other than ourselves or our Wholly Owned Restricted Subsidiaries), unless the transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly Owned Restricted Subsidiary and the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the provisions of the senior subordinated indenture described above under the caption "—Repurchase at the Option of Holders—Asset Sales." In addition, we will not permit any of our Wholly Owned Restricted Subsidiaries to issue any of their Equity Interests (other than, if necessary, shares of their Capital Stock constituting directors' qualifying shares) to any Person other than to us or our Wholly Owned Restricted Subsidiaries. This covenant will not apply with respect to the Equity Interests of GreenFiber or any of its Subsidiaries or its direct parent if or when GreenFiber becomes our Wholly Owned Restricted Subsidiary.

Business Activities

We will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses.

Payments for Consent

We will not, and will not permit any of our Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of senior subordinated notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the senior subordinated indenture or the senior subordinated notes unless such consideration is offered to be paid and is paid to all holders of the senior subordinated notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Consolidation, Merger or Asset Sale

Senior Subordinated Indenture

(a) We may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not we are the surviving corporation); or (2) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of our properties or assets (determined on a consolidated basis for us and our Restricted Subsidiaries), in one or more related transactions, to another Person, unless:

(1) either: (A) we are the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (the "Surviving Person") is a corporation organized under the laws of the United States, any state thereof or the District of Columbia;

(2) the Surviving Person assumes all our obligations under the senior subordinated notes, and the senior subordinated indenture pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and

(4) we or the Surviving Person: (x) will have a Consolidated Net Worth immediately after the transaction equal to or greater than our Consolidated Net Worth immediately preceding the transaction; and (y) will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception.

The foregoing clauses (3) and (4) shall not apply to (a) a merger or consolidation of any Restricted Subsidiary with or into us or (b) a transaction solely for the purpose of and with the effect of reincorporating us in another jurisdiction and/or forming a holding company to hold all of our Capital Stock or forming an intermediate holding company to hold all of the Capital Stock of our Subsidiaries.

In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which we are not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise all of our rights and powers, and we will be discharged from all obligations and covenants under the senior subordinated indenture and the senior subordinated notes.

(b) No Guarantor may, and we will not cause or permit any Guarantor to, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person unless:

(1) immediately after such transaction, no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and

(2) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor under its Subsidiary Guarantee and the senior subordinated indenture pursuant to agreements reasonably satisfactory to the trustee.

The requirements of this clause (b) shall not apply to (x) a consolidation or merger of any Guarantor with or into us or any other Guarantor so long as we or a Guarantor survives such consolidation or merger or (y) the sale by consolidation or merger of a Guarantor, which sale is covered by and complies with the provisions of the senior subordinated indenture described under "—Repurchase at the Option of Holders—Asset Sales."

(c) We will deliver to the trustee prior to the consummation of each proposed transaction an officers' certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, which opinion may contain customary exceptions and qualifications, that the proposed transaction and the supplemental indenture, if any, comply with the senior subordinated indenture.

Definitions Related to the Senior Subordinated Indenture

We have summarized below the definitions of some of the terms used in the senior subordinated indenture. In the definitions, all references to "us," "we," or "our" means Casella Waste Systems, Inc. only.

"Acquired Debt" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person or which is assumed by such specified Person at the time such specified Person acquires the assets of such other Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or selling its assets to, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

"Asset Sale" means:

(a) the sale, lease, conveyance or other disposition of any assets, other than sales of inventory in the ordinary course of business consistent with past practices (such inventory to include solid waste, recyclables and other by-products of the wastestream collected by Casella and its Restricted Subsidiaries and sold to, or disposed of with, third parties in the ordinary course of business consistent with past practices); and

(b) the issuance of Equity Interests by any of Casella's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries or the sale of Equity Interests held by Casella or its Restricted Subsidiaries in any of its Unrestricted Subsidiaries.

Notwithstanding the preceding, the following shall not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that (x) involves assets having a fair market value of less than $5.0 million or (y) results in net proceeds to Casella and its Restricted Subsidiaries of less than $5.0 million;

(2) a transfer of assets between or among Casella and/or one or more of its Wholly Owned Restricted Subsidiaries;

(3) an issuance of Equity Interests by, or a transfer of Equity Interests in, a Wholly Owned Restricted Subsidiary to Casella or to another Wholly Owned Restricted Subsidiary;

(4) the sale, lease, conveyance or other disposition of the assets or Equity Interests of the Specified Assets for fair market value thereof; provided that the aggregate net proceeds thereof are used as provided in clause (1), (2) or (3) of the second paragraph of Section 4.13 of the Indenture or to fund working capital of Casella and its Restricted Subsidiaries;

(5) disposals or replacements in the ordinary course of business of equipment that has become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the business of Casella and its Restricted Subsidiaries;

(6) the sale or disposition of cash or Cash Equivalents;

(7) the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation;

(8) the granting or existence of Liens (and foreclosure thereon) not prohibited by the Indenture; and

(9) a Restricted Payment or a Permitted Investment that is not prohibited by Section 4.11 of the senior subordinated indenture.

"Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Equivalents" means:

(1) a marketable obligation, maturing within one year after issuance thereof, issued, guaranteed or insured by the government of the United States of America or an instrumentality or agency thereof;

(2) demand deposits, certificates of deposit, eurodollar time deposits, banker's acceptances, in each case, maturing within one year after issuance thereof, and overnight bank deposits, in each case, issued by any lender under the Senior Credit Facility, or a U.S. national or state bank or trust company or a European, Canadian or Japanese bank having capital, surplus and undivided profits of at least $500.0 million and whose long-term unsecured debt has a rating of "A" or better by S&P or A2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency; provided that the aggregate face amount of all Investments in certificates of deposit or bankers' acceptances issued by the principal offices of or branches of such European or Japanese banks located outside the United States shall not at any time exceed 33¹/3% of all Investments described in this definition;

(3) open market commercial paper, maturing within 270 days after issuance thereof, which has a rating of A-2 or better by S&P or P-2 or better by Moody's, or the equivalent rating by any other nationally recognized rating agency;

(4) repurchase agreements and reverse repurchase agreements with a term not in excess of one year with any financial institution which has been elected a primary government securities dealer by the Federal Reserve Board or whose securities are rated AA- or better by S&P or Aa3 or better by Moody's or the equivalent rating by any other nationally recognized rating agency relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America; and

(5) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody's or any other mutual fund at least 95% of the assets of which consist of the type specified in clauses (1) through (4) above.

"Change of Control" means the occurrence of any of the following:

(1) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Permitted Holder, is or becomes the Beneficial Owner, directly or indirectly, of securities representing 35% or more of the voting power of all Voting Stock of Casella; or

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

(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Casella and its Restricted Subsidiaries taken as a whole to any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holder; or

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

(5) the adoption by the stockholders of Casella of a plan or proposal for the liquidation or dissolution of Casella.

"Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of

(1) Consolidated Net Income, and

(2) to the extent Consolidated Net Income has been reduced thereby,

•: all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary gains or losses or income taxes attributable to Asset Sales and other sales or dispositions outside the ordinary course of business to the extent that gains or losses from such transactions have been excluded from the computation of Consolidated Net Income),
•: Consolidated Interest Expense, and
•: Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period (except to the extent such non-cash item increasing Consolidated Net Income relates to a cash benefit for any future period),

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of (x) Consolidated EBITDA of such Person during the four full fiscal quarters for which financial statements are available (the "Four Quarter Period") ending on or prior to the Transaction Date to (y) Consolidated Fixed Charges of such Person for the Four Quarter Period.

For purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis in accordance with Regulation S-X under the Exchange Act to the incurrence, repayment or redemption of any Indebtedness of such Person or any of its Restricted Subsidiaries giving rise to the need to make such calculation and any incurrence,

repayment or redemption of other Indebtedness, other than the incurrence, repayment or redemption of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and prior to the Transaction Date, as if such incurrence, repayment or redemption, as the case may be, occurred on the first day of the Four Quarter Period.

In addition, Investments (including any Designation of Unrestricted Subsidiaries), Revocations, acquisitions, dispositions, mergers and consolidations that have been made by Casella or any of its Restricted Subsidiaries during the Four Quarter Period or subsequent to the Four Quarter Period and on or prior to the Transaction Date shall be given effect on a pro forma basis in accordance with Regulation S-X under the Exchange Act, to the extent applicable, assuming that all such Investments, Revocations, acquisitions, dispositions, mergers and consolidations (and the reduction or increase of any associated Consolidated Fixed Charges and the change in Consolidated EBITDA, resulting therefrom) had occurred on the first day of the Four Quarter Period. If, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into Casella or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, Revocation, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, Revocation, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Indebtedness of a Person other than Casella or a Restricted Subsidiary, the preceding paragraph will give effect to the incurrence of such Guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such Guaranteed Indebtedness.

Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio,"

(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the weighted average rate of interest during the Four Quarter Period;

(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and

(3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the weighted average rate per annum during the Four Quarter Period resulting after giving effect to the operation of such agreements.

"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of

(1) Consolidated Interest Expense, plus

(2) the amount of all dividend payments on any series of Preferred Stock of such Person and its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock and other than dividends paid to such Person or to a Restricted Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period (provided that dividends paid by the increase in liquidation preference, or the issuance, of Disqualified Capital Stock shall be valued at the amount of such increase in liquidation preference or the value of the liquidation preference of such issuance, as applicable).

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication,

(1) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including, without limitation,

•: any amortization of debt discount and amortization or write-off of deferred financing costs, excluding (x) the write-off of deferred financing costs as a result of the prepayments of Indebtedness on the Issue Date described in the Offering Circular and (y) the amortization of deferred financing costs recorded as of the Issue Date in connection with the Notes and the Senior Credit Facility;
•: the net costs under Hedging Obligations, excluding the cost of terminating interest rate swaps in connection with the prepayment of Indebtedness on the Issue Date described in the Offering Circular;
•: all capitalized interest; and
•: the interest portion of any deferred payment obligation;

(2) the interest component of Capital Lease Obligations and Attributable Debt paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; and

(3) all interest on any Indebtedness of the type described in clause (a) or (b) of the concluding sentence of the first paragraph of the definition of "Indebtedness."

"Consolidated Net Income" means, with respect to any Person (such Person, for purposes of this definition, the "Referent Person"), for any period, the net income (or loss) of the Referent Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded from such net income (loss), to the extent otherwise included therein, without duplication,

(1) after-tax gains or losses on Asset Sales or other asset sales outside the ordinary course of business or abandonments or reserves relating thereto;

(2) after-tax extraordinary gains or extraordinary losses determined in accordance with GAAP;

(3) the net income (but not loss) of any Restricted Subsidiary of the Referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted;

(4) the net income or loss of any Person that is not a Restricted Subsidiary of the Referent Person except to the extent of cash dividends or distributions paid to the Referent Person or to a Wholly Owned Restricted Subsidiary of the Referent Person (subject, in the case of a dividend or distribution paid to a Restricted Subsidiary, to the limitation contained in clause (3) above);

(5) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;

(6) the net income of any Person earned prior to the date it becomes a Restricted Subsidiary of the Referent Person or is merged or consolidated with the Referent Person or any Restricted Subsidiary of the Referent Person;

(7) in the case of a successor to the Referent Person by consolidation or merger or as a transferee of the Referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

(8) gains or losses from the cumulative effect of any change in accounting principles; and

(9) the write-off of deferred financing costs as a result of, and the costs of terminating interest rate swaps in connection with, the prepayments of Indebtedness on the Issue Date described in the Offering Circular.

"Consolidated Net Worth" means, with respect to any Person as of any date, the sum of:

(1) the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date; plus

(2) the respective amounts reported on such Person's balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Capital Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock.

"Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries reducing the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period).

"Continuing Director" means, as of any date of determination, any member of the board of directors of Casella who:

(1) was a member of such board of directors on the date of this Indenture; or

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

"Coverage Ratio Exception" has the meaning set forth in the first paragraph of Section 4.10 of the Indenture.

"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an event of default as described under "—Events of Default Under the Indentures."

"Designated Senior Debt" means (1) the Senior Credit Facility and all Hedging Obligations with respect thereto and (2) any other Senior Debt permitted under the Indenture (a) the principal amount of which is $25.0 million or more and (b) that has been designated by Casella as "Designated Senior Debt."

"Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the board of directors of Casella who (1) does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and (2) is not an Affiliate, officer, director or employee of any Person (other than Casella or any Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

"Disqualified Capital Stock" means any class or series of Capital Stock of any Person that by its terms or otherwise is

(1) required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the principal of the Notes; or

(2) convertible into or exchangeable at the option of the holder thereof for Capital Stock referred to in clause (1) above or Indebtedness having a scheduled maturity on or prior to the date that is 91 days after the Stated Maturity of the principal of the Notes.

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

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Exchange Notes" has the meaning set forth in the Exchange and Registration Rights Agreement.

"Existing Indebtedness" means Indebtedness of Casella and its Restricted Subsidiaries in existence on the Issue Date (after giving effect to the use of proceeds from the offering of the Notes on the Issue Date and the initial borrowings under the Senior Credit Facility as described in the Offering Circular under the caption "Use of Proceeds") other than Indebtedness under the Senior Credit Facility and Indebtedness owed to Casella or any of its Subsidiaries, until such amounts are repaid.

"Foreign Subsidiary" means any Restricted Subsidiary of Casella organized under the laws of, and conducting a substantial portion of its business in, any jurisdiction other than the United States of America or any state thereof or the District of Columbia.

"GreenFiber" means US GreenFiber LLC, a Delaware limited liability company.

"Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

"Guarantors" means:

(1) each of the following Restricted Subsidiaries of Casella:

All Cycle Waste, Inc., a Vermont corporation;
Alternate Energy, Inc., a Massachusetts corporation;
Atlantic Coast Fibers, Inc., a Delaware corporation;
B. and C. Sanitation Corporation, a New York corporation;
Blasdell Development Group, Inc., a New York corporation;
Bristol Waste Management, Inc., a Vermont corporation;
Casella NH Investors Co., LLC, a Delaware limited liability company;
Casella NH Power Co., LLC, a Delaware limited liability company;
Casella RTG Investors Co., LLC, a Delaware limited liability company;
Casella Transportation, Inc., a Vermont corporation;
Casella Waste Management of Massachusetts, Inc., a Massachusetts corporation;
Casella Waste Management of N.Y., Inc., a New York corporation;
Casella Waste Management of Pennsylvania, Inc., a Pennsylvania corporation;
Casella Waste Management, Inc., a Vermont corporation;

Data Destruction Services, Inc., a Maine corporation;
Fairfield County Recycling, Inc., a Delaware corporation;
FCR Camden, Inc., a Delaware corporation;
FCR Florida, Inc., a Delaware corporation;
FCR Greensboro, Inc., a Delaware corporation;
FCR Greenville, Inc., a Delaware corporation;
FCR Morris, Inc., a Delaware corporation;
FCR Plastics, Inc., a Delaware corporation;
FCR Redemption, Inc., a Delaware corporation;
FCR Tennessee, Inc., a Delaware corporation;
FCR Virginia, Inc., a Delaware corporation;
FCR, Inc., a Delaware corporation;
Forest Acquisitions, Inc., a New Hampshire corporation;
Grasslands Inc., a New York corporation;
Hakes C & D Disposal, Inc., a New York corporation;
Hiram Hollow Regeneration Corp., a New York corporation;
The Hyland Facility Associates, a New York general partnership;
K-C International, Ltd., an Oregon corporation;
KTI Bio Fuels, Inc., a Maine corporation;
KTI Energy of Virginia, Inc., a Virginia corporation;
KTI Environmental Group, Inc., a New Jersey corporation;
KTI New Jersey Fibers, Inc., a Delaware corporation;
KTI Operations Inc., a Delaware corporation;
KTI Recycling of New England, Inc., a Maine corporation;
KTI Recycling of New Jersey, Inc., a Delaware corporation;
KTI Specialty Waste Services, Inc., a Maine corporation;
KTI, Inc., a New Jersey corporation;
Maine Energy Recovery Company, Limited Partnership, a Maine limited partnership;
Mecklenburg County Recycling, Inc., a Connecticut corporation;
Natural Environmental, Inc., a New York corporation;
New England Landfill Solutions, LLC, a Massachusetts limited liability company;
New England Waste Services of Massachusetts, Inc., a Massachusetts corporation;
New England Waste Services of ME, Inc., a Maine corporation;
New England Waste Services of N.Y., Inc., a New York corporation;
New England Waste Services of Vermont, Inc., a Vermont corporation;
New England Waste Services, Inc., a Vermont corporation;
Newbury Waste Management, Inc., a Vermont corporation;
North Country Environmental Services, Inc., a Virginia corporation;
Northern Properties Corporation of Plattsburgh, a New York corporation;
Northern Sanitation, Inc., a New York corporation;
PERC, Inc., a Delaware corporation;
PERC Management Company Limited Partnership, a Maine limited partnership;
Pine Tree Waste, Inc., a Maine corporation;
R.A. Bronson Inc., a New York corporation;
ReSource Recovery of Cape Cod, Inc., a Massachusetts corporation;
Resource Recovery Systems of Sarasota, Inc., a Florida corporation;
Resource Recovery Systems, Inc., a Delaware corporation;
ReSource Transfer Services, Inc., a Massachusetts corporation;
ReSource Waste Systems, Inc., a Massachusetts corporation;
Rochester Environmental Park, LLC, a Massachusetts limited liability company;
Schultz Landfill, Inc., a New York corporation;

Sunderland Waste Management, Inc., a Vermont corporation;
U.S. Fiber, Inc., a North Carolina corporation;
Waste-Stream Inc., a New York corporation;
Westfield Disposal Service, Inc., a New York corporation;
Winters Brothers, Inc., a Vermont corporation; and

(2) each other Subsidiary of Casella that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture;

and their respective successors and assigns, and in each case, until such Person is released from its Subsidiary Guarantee in accordance with the provisions of the Indenture.

"Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, foreign currency collar agreements, foreign currency hedging agreements or foreign currency swap agreements or other similar arrangements or agreements; and

(2) forward contracts, commodity swap agreements, commodity option agreements or other similar agreements or arrangements.

"Holder" means the registered holder of any Note.

"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker's acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;

(6) representing any Hedging Obligations;

(7) representing any Disqualified Capital Stock of such Person and any Preferred Stock issued by a Restricted Subsidiary of such Person; or

(8) in respect of Attributable Debt,

if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations, Disqualified Capital Stock and Preferred Stock) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes (a) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), and (b) to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount;

(2) the maximum fixed price upon the mandatory redemption or repurchase (including upon the option of the holder), in the case of Disqualified Capital Stock of such Person;

(3) the maximum voluntary or involuntary liquidation preferences plus accrued and unpaid dividends, in the case of Preferred Stock of a Restricted Subsidiary of such Person; and

(4) the principal amount thereof, together with any interest thereon that is more than 30 days past due or is redeemable at the option of the holder, in the case of any other Indebtedness.

"Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. "Investment" excludes (1) extensions of trade credit by Casella and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of Casella or such Restricted Subsidiary, as the case may be, and (2) any purchase, redemption or other acquisition or retirement for value of any Capital Stock of Casella or any warrants, options or other rights to purchase or acquire any such Capital Stock. If Casella or any Restricted Subsidiary of Casella sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Casella such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Casella, Casella shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the penultimate paragraph of Section 4.11 of the Indenture. The amount of any Investment shall be the original cost of such Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment but less all cash distributions constituting a return of capital.

"Issue Date" means January 24, 2003, the date of original issuance of the Notes.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof (other than an operating lease), any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Net Proceeds" means the aggregate cash proceeds received by Casella or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale.

"Notes" means, collectively, Casella's 9.75% Senior Subordinated Notes due 2013 issued in accordance with Section 2.02 of the Indenture (whether on the Issue Date or thereafter) treated as a single class of securities under this Indenture, as amended or supplemented from time to time in accordance with the terms of this Indenture.

"Obligations" means, with respect to any Indebtedness, the principal, premium, if any, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing such Indebtedness.

"Offering Circular" means the offering circular of Casella and the Guarantors dated January 21, 2003 relating to the Notes.

"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the trustee. The counsel may be an employee of or counsel to Casella, a Guarantor or the trustee.

"Permitted Business" means the business of Casella and its Restricted Subsidiaries conducted on the Issue Date and businesses ancillary or reasonably related thereto, which, for purposes hereof, shall include the business conducted by GreenFiber and businesses ancillary or reasonably related thereto.

"Permitted Holder" means Berkshire Partners LLC and its Affiliates.

"Permitted Investments" means:

(1) any Investment in Cash Equivalents;

(2) any Investment in Casella or any Guarantor;

(3) any Investment by Casella or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

(a) such Person becomes a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Casella or a Guarantor;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of Section 4.13 of the Indenture or any transaction not constituting an Asset Sale by reason of the $5.0 million threshold contained in clause (1) of the definition thereof;

(5) any Investment acquired in exchange for the issuance of, or acquired with the net cash proceeds of any substantially concurrent issuance and sale of, Qualified Capital Stock; provided that no such issuance or sale shall increase the Basket;

(6) loans and advances in the ordinary course of business to employees, officers or directors of Casella or any of its Restricted Subsidiaries in an aggregate amount not to exceed $2.0 million at any one time outstanding;

(7) Hedging Obligations permitted by clause (6) of the second paragraph of Section 4.10 of the Indenture;

(8) Investments in securities of trade creditors or customers received in settlement of obligations or upon the bankruptcy or insolvency of such trade creditors of customers pursuant to any plan of reorganization or similar arrangement; and

(9) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date of this Indenture, not exceeding $15.0 million at any one time outstanding.

The amount of Investments outstanding at any time pursuant to clause (9) above shall be deemed to be reduced, without duplication:

(a) upon the disposition or repayment of or return on any Investment made pursuant to clause (9) above, by an amount equal to the return of capital with respect to such Investment to Casella or any of its Restricted Subsidiaries (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes;

(b) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the fair market value of Casella's proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (9) above; and

(c) upon the making of an Investment in a Person that was not a Restricted Subsidiary of Casella immediately prior to the making of such Investment but that subsequently becomes a Restricted Subsidiary of Casella, by an amount equal to the lesser of (x) the fair market value of Casella's proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (9) above.

"Permitted Junior Securities" means: (1) Equity Interests in Casella or any Guarantor; or (2) debt securities of Casella or any Guarantor that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt pursuant to the Indenture.

"Permitted Liens" means:

(1) Liens on assets of Casella or any Guarantor to secure Senior Debt of Casella or such Guarantor;

(2) Liens in favor of Casella or any Restricted Subsidiary;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Casella or any Restricted Subsidiary of Casella; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Casella or its Restricted Subsidiary;

(4) Liens on property existing at the time of acquisition thereof by Casella or any Restricted Subsidiary of Casella; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than the property so acquired;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens to secure Indebtedness permitted by clause (3) of the second paragraph of Section 4.10 of the Indenture covering only the assets acquired with such Indebtedness;

(7) Liens existing on the date of this Indenture and continuation statements with respect to such Liens filed in accordance with the provisions of the Uniform Commercial Code or similar state commercial codes;

(8) judgment Liens not giving rise to an event of default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(9) Liens securing Permitted Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under the Indenture and which has been incurred in accordance with the provisions of the Indenture; provided that such Liens (A) are not materially less favorable to the Holders and are not materially more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced and (B) do not extend to or cover any property or assets of Casella or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

(10) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(11) Liens securing reimbursement obligations with respect to letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(12) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(13) Liens securing Hedging Obligations;

(14) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations;

(15) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens incurred in the ordinary course of business;

(16) Liens on any landfill acquired after the Issue Date securing reasonable royalty or similar payments (determined by reference to volume or weight utilized) due to the seller of such landfill as a consequence of such acquisition;

(17) Liens on the Capital Stock of Hardwick Landfill, Inc., Roach Enterprises, LLC or their successors or on the Capital Stock of any Restricted Subsidiary acquiring the assets of such companies securing the Obligations of Casella incurred in connection with the acquisition of Hardwick Landfill, Inc., Roach Enterprises, LLC or their assets to the sellers thereof; and

(18) other Liens incurred in the ordinary course of business of Casella or any Restricted Subsidiary of Casella with respect to obligations that do not exceed $5.0 million at any one time outstanding.

"Permitted Refinancing Indebtedness" means any Indebtedness of Casella or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refinance other Indebtedness of Casella or any of its Restricted Subsidiaries; provided that:

(1) the principal amount (or accreted value, if applicable) or liquidation preference of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest and premium, if any, on the Indebtedness, or the liquidation preference, plus accrued dividends and premium, if any, on the Preferred Stock, so refinanced (plus the amount of reasonable expenses incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date, or mandatory redemption date, later than the final maturity date, or mandatory redemption date as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Preferred Stock being refinanced;

(3) if the Indebtedness being refinanced is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being refinanced;

(4) if the Indebtedness being refinanced ranks pari passu with the Notes, such Permitted Refinancing Indebtedness ranks pari passu with, or is subordinated in right of payment to, the Notes;

(5) Preferred Stock shall be refinanced only with Preferred Stock; and

(6) the obligor(s) on the Permitted Refinancing Indebtedness thereof shall include only obligor(s) on such Indebtedness being refinanced, Casella and/or one or more of the Guarantors.

"Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture or a governmental agency or political subdivision thereof.

"Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemption or upon liquidation.

"Purchase Money Obligations" means Indebtedness of Casella or any of its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of construction or improvement, of any assets to be used in the business of Casella or such Restricted Subsidiary; provided, however, that (1) the aggregate amount of such Indebtedness shall not exceed such purchase price or cost, (2) such Indebtedness shall be incurred no later than 180 days after the acquisition of such assets or such construction or improvement and (3) such Indebtedness shall not be secured by any assets of Casella or any of its Restricted Subsidiaries other than the assets so acquired, constructed or improved.

"Qualified Capital Stock" means any Capital Stock of Casella that is not Disqualified Capital Stock.

"Representative" means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

"Sale and Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired whereby Casella or a Restricted Subsidiary of Casella transfers such property to a Person and Casella or a Restricted Subsidiary of Casella leases it from such Person.

"Senior Credit Facility" means the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated on or about the Issue Date, among Casella, the Guarantors, Fleet National Bank, as administrative agent, Bank of America, N.A., as syndication agent, and the lenders party thereto, including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement, and any successor or replacement agreement or agreements with the same or any other borrowers, agents, creditors, lenders or group of creditors or lenders.

"Senior Debt" means:

(1) all Indebtedness outstanding under the Senior Credit Facility, and all Hedging Obligations with respect thereto;

(2) any other Indebtedness permitted to be incurred by Casella or a Guarantor under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with the Notes or subordinated in right of payment to the Notes or any other Indebtedness of Casella; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by Casella;

(2) any Indebtedness of Casella to any of its Subsidiaries or other Affiliates;

(3) any trade payables; or

(4) any Indebtedness that is incurred in violation of the Indenture (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (4) if the holders(s) of such obligation or their Representative shall have received an officers' certificate of Casella to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit Indebtedness, that the incurrence of the entire committed amount thereof at the date of the initial borrowing thereunder is made would not) violate the Indenture).

"Specified Assets" means K-C International Ltd., the brokerage business of KTI Recycling of New England Inc., the brokerage business of Pine Tree Waste Inc., US GreenFiber LLC, KTI New Jersey Fibers, Inc., Atlantic Coast Fibers, Inc., Casella NH Investors Co., LLC, Casella NH Power Co., LLC, Casella RTG Investors Co., LLC, RTG Holdings Corporation and the companies and assets comprising the FCR operating segment, or the successors of the foregoing only with respect to the businesses conducted by the foregoing on the date of this Indenture.

"Stated Maturity" means, with respect to any installment of interest or principal on any Indebtedness, the date on which such payment of interest or principal is scheduled to be paid in the documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

"Subsidiary" means, with respect to any Person:

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

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

"Subsidiary Guarantee" means the subordinated Guarantee by each Guarantor of Casella's payment obligations under the Indenture and the Notes, executed pursuant to the Indenture.

"Transaction Date" means the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio.

"Unrestricted Subsidiary" of any Person means

•: any Subsidiary of such Person that at the time of determination has been designated an Unrestricted Subsidiary, and has not been redesignated a Restricted Subsidiary, in accordance with Section 4.19 of the Indenture; and
•: any Subsidiary of such Unrestricted Subsidiary.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Capital Stock at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal or liquidation preference, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount or liquidation preference of such Indebtedness or Disqualified Capital Stock.

"Wholly Owned Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement which includes this prospectus.

General

We may issue warrants for the purchase of common stock, preferred stock or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred stock and debt securities, and the warrants may be attached to or separate from these securities.

We will evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We may enter into the warrant agreement with a warrant agent. We will indicate the name and address and other information regarding the warrant agent in the applicable prospectus supplement relating to a particular series of warrants.

We will describe in the applicable prospectus supplement the terms of the series of warrants, including:

•: the offering price and aggregate number of warrants offered;
•: the currency for which the warrants may be purchased;
•: if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
•: if applicable, the date on and after which the warrants and the related securities will be separately transferable;
•: in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
•: in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
•: the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
•: the terms of any rights to redeem or call the warrants;
•: any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
•: the dates on which the right to exercise the warrants will commence and expire;
•: the manner in which the warrant agreement and warrants may be modified;
•: federal income tax consequences of holding or exercising the warrants;
•: the terms of the securities issuable upon exercise of the warrants; and

•: any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:

•: in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
•: in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5:00 p.m. New York time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Enforceability of Rights by Holders of Warrants

Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

DESCRIPTION OF UNITS

We may issue units, consisting of one or more securities, including common stock, preferred stock, debt securities and warrants, in any combination, as described in a prospectus supplement.

The applicable prospectus supplement will describe:

•: the designation and the terms of the units and of any combination of common stock, preferred stock, debt securities and warrants constituting the units, including whether and under what circumstances the common stock, preferred stock, debt securities and warrants may be traded separately;
•: any additional terms of the governing unit agreement;
•: any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the common stock, preferred stock, debt securities and warrants constituting the units; and
•: any applicable federal income tax consequences.

The terms and conditions described under "Description of Common Stock," "Description of Preferred Stock," "Description of Debt Securities," and "Description of Warrants" and those described below under "—Significant Provisions of the Unit Agreement" will apply to each unit and to any security included in each unit, unless otherwise specified in the applicable prospectus supplement.

We will issue the units under one or more unit agreements, each referred to as a unit agreement, to be entered into between us and a bank or trust company, as unit agent. We may issue units in one or more series, which will be described in a prospectus supplement. The following descriptions of the material provisions and terms of the unit agreement and units are not complete, and you should review the detailed provisions of the unit agreement to be filed with the SEC in connection with the offering of specific units for a full description and for other information regarding the units.

Significant Provisions of the Unit Agreement

Obligations of Unit Holder. Under the terms of a unit agreement, each owner of a unit consents to and agrees to be bound by the terms of the unit agreement.

Assumptions of Obligations by Transferee. Upon the registration of transfer of a unit, the transferee will assume the obligations, if any, of the transferor under any security constituting that unit and the transferor will be released from those obligations. Under the unit agreement, we consent to the transfer of these obligations to the transferee, to the assumption of these obligations by the transferee and to the release of the transferor, if the transfer is made in accordance with the provisions of the unit agreement.

Remedies. Upon the acceleration of the debt securities constituting all or part of any units, our obligations may also be accelerated upon the request of the owners of not less than 50% of the affected units, on behalf of all the owners.

Limitation on Actions by You as an Individual Holder. No owner of any unit will have any right under the unit agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise regarding the unit agreement, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official, unless the owner has given written notice to the unit agent and to us of the occurrence and continuance of a default thereunder, and in the case of an event of default under the debt securities or the relevant indenture, unless the procedures, including notice to us and the trustee, described in the applicable indenture have been complied with. If these conditions have been satisfied, any owner of an affected unit may then, but only then, institute an action or proceeding.

Absence of Protections Against Certain Potential Events. There are no covenants or other provisions in the unit agreement providing for a put right or increased interest, or providing for any other right or benefit, that would afford holders of units additional protection in the event of a recapitalization transaction, a change of control or a highly leveraged transaction.

Modification Without Consent of Holders. We and the unit agent may amend the unit agreement without the consent of the holders to:

•: cure any ambiguity;
•: correct or supplement any defective or inconsistent provision; or
•: amend the terms in any other manner which we may deem necessary or desirable and which will not adversely affect the interests of the affected holders in any material respect.

Modification With Consent of Holders. We and the unit agent, with the consent of the holders of not less than a majority of all series of outstanding units affected, voting as one class, may modify the rights of the holders of the units of each series so affected. However, we and the unit agent may not without the consent of the holder of each outstanding unit affected modify the holders' units or the terms of the unit agreement in any manner that would:

•: materially and adversely affect the holders' units or the terms of the unit agreement; or
•: reduce the percentage of outstanding units the consent of whose owners is required for the modification of the provisions of the unit agreement.

Modifications of any debt securities included in units may only be made in accordance with the applicable indenture, as described under "Description of Debt Securities—Modification of Indenture; Waiver."

Consolidation, Merger or Sale of Assets. The unit agreement provides that we will not consolidate or combine with or merge with or into or, directly or indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our properties and assets to any person or persons in a single transaction or through a series of transactions, unless:

•: we shall be the continuing person or, if we are not the continuing person, the resulting, surviving or transferee person (the "surviving entity") is a company organized and existing under the laws of the United States or any State or territory;
•: the surviving entity expressly assumes all of our obligations under the debt securities and each indenture and, if required by law to effectuate the assumption, executes supplements to indentures which will be delivered to the trustees and will be in form and substance reasonably satisfactory to the trustees;
•: immediately after giving effect to such transaction or series of transactions on a pro forma basis, no default has occurred and is continuing; and
•: we or the surviving entity have delivered to the trustees an officers' certificate and opinion of counsel stating that the transaction or series of transactions and a supplemental indenture, if any, complies with this covenant and that all conditions precedent in the applicable indenture relating to the transaction or series of transactions have been satisfied.

If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of our assets occurs in accordance with the indentures, the successor corporation will succeed to, and be substituted for, and may exercise our rights and powers under the indentures with the same effect as if such successor corporation had been named as us and we will be discharged from all obligations and covenants under the indentures and the debt securities.

Unit Agreements Not Qualified Under Trust Indenture Act. A unit agreement will not be qualified as an indenture under, and the unit agent will not be required to qualify as a trustee under, the Trust Indenture Act. Accordingly, the holders of units will not have the benefits of the protections of the Trust Indenture Act. However, any debt securities issued as part of a unit will be issued under an indenture qualified under the Trust Indenture Act, and the trustee under that indenture will be qualified as a trustee under the Trust Indenture Act.

Title. We, the unit agent, the trustees, the warrant agent and any of their agents will treat the registered owner of any unit as its owner, notwithstanding any notice to the contrary, for all purposes.

New York Law to Govern. The unit agreement and the units will be governed by, and construed in accordance with, the laws of the State of New York.

LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee maintain for this purpose as the "holders" of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as "indirect holders" of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

Book-Entry Holders

We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary's book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary's book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.

Street Name Holders

We may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names or in "street name." Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution

that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders

Our obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or if we issue the securities only in global form.

For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.

Special Considerations For Indirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:

•: how it handles securities payments and notices;
•: whether it imposes fees or charges;
•: how it would handle a request for the holders' consent, if ever required;
•: whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
•: how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
•: if the securities are in book-entry form, how the depositary's rules and procedures will affect these matters.

Global Securities

A global security is a security held by a depositary which represents one or any other number of individual securities. Generally, all securities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the

applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under "—Special Situations When a Global Security Will Be Terminated." As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations For Global Securities

As an indirect holder, an investor's rights relating to a global security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only in the form of a global security, an investor should be aware of the following:

•: an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
•: an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe under "Legal Ownership of Securities;"
•: an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;
•: an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
•: the depositary's policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor's interest in a global security. We and any applicable trustee have no responsibility for any aspect of the depositary's actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way;
•: the depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

•: financial institutions that participate in the depositary's book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated

In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.

The global security will terminate when the following special situations occur:

•: if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
•: if we notify any applicable trustee that we wish to terminate that global security; or
•: if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.

The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

PLAN OF DISTRIBUTION

We may sell the securities being offered hereby in one or more of the following ways from time to time:

•: through agents to the public or to investors;
•: to underwriters or dealers for resale to the public or to investors;
•: directly to investors; or
•: through a combination of any of these methods of sale.

We will set forth in a prospectus supplement the terms of the offering of securities, including:

•: the name or names of any agents or underwriters;
•: the purchase price of our securities being offered and the proceeds we will receive from the sale;
•: any over-allotment options under which underwriters may purchase additional securities from us;
•: any agency fees or underwriting discounts and other items constituting agents' or underwriters' compensation;
•: any initial public offering price;
•: any discounts or concessions allowed or reallowed or paid to dealers; and
•: any securities exchanges on which such securities may be listed.

The securities we distribute by any of these methods may be sold to the public, in one or more transactions, either:

•: at a fixed price or prices, which may be changed;
•: at market prices prevailing at the time of sale;
•: at prices related to prevailing market prices; or
•: at negotiated prices.

Agents

We may designate agents who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing basis.

Underwriters

We may sell securities from time to time to one or more underwriters, who would purchase the securities as principal for resale to the public, either on a firm-commitment or best-efforts basis. If we sell securities to underwriters, we may execute an underwriting agreement with them at the time of sale and will name them in the applicable prospectus supplement. In connection with those sales, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agents. Underwriters may resell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from purchasers for whom they may act as agents.

Direct Sales

We may also sell securities directly to one or more purchasers without using underwriters or agents.

Underwriters, dealers and agents that participate in the distribution of our securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters, dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify them against specified civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with or perform services for us or our subsidiaries in the ordinary course of their businesses.

Derivative Sales

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

Trading Markets and Listing of Securities

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which is listed on The NASDAQ National Market. We may elect to list any other class or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.

In connection with an offering, an underwriter may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional securities from the Company in the offering, if any. If the underwriters have an over-allotment option to purchase additional securities from the Company, the underwriters may close out any covered short position by either exercising their over-allotment option or purchasing securities in the open market. In determining the source of securities to close out the covered short position, the underwriters may consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. "Naked" short sales are any sales in excess of such option or where the underwriters do not have an over-allotment option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the NASDAQ National Market, in the over-the-counter market or otherwise.

Indemnity

Underwriters, dealers, agents and other persons may be entitled, under agreements that they may enter into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act.

VALIDITY OF SECURITIES

The validity of the securities offered hereby will be passed upon for us by Wilmer Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended April 30, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. Copies of the documents we file with the SEC can be read at the SEC's public reference facility at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of our filings at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference facility.

We have filed this prospectus with the SEC as part of a registration statement on Form S-3 under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement because some parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement and its exhibits are available for inspection and copying as set forth below.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are "incorporating by reference" in this prospectus some of the documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Information in specified documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus. We incorporate by reference the documents listed below and any future filings we may make with the SEC under

Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of any offering of securities offered by this prospectus.

(1) Our Annual Report on Form 10-K for the fiscal year ended April 30, 2004;

(2) Our Quarterly Report on Form 10-Q for the period ended July 31, 2004;

(3) All our filings pursuant to the Exchange Act after the date of filing of the initial registration statement; and

(4) The description of our class A common stock contained in our Registration Statement on Form 8-A dated October 15, 1997.

Information contained in this prospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information contained in later-dated documents incorporated by reference supplements, modifies or supersedes, as applicable, the information contained in this prospectus or in earlier-dated documents incorporated by reference.

We will provide a copy of the documents we incorporate by reference (other than exhibits, unless the exhibit is specifically incorporated by reference into the filing requested), at no cost, to you if you submit a request to us by writing to or telephoning us at the following address or telephone number:

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Telephone: (802) 775-0325
Attention: Joseph S. Fusco

You should rely only on the information contained in this prospectus, including information incorporated by reference as described above, or any prospectus supplement that we have specifically referred you to. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses to be incurred in connection with the registration of the securities being registered hereby, all of which will be borne by Casella Waste Systems, Inc. All amounts shown are estimates except the SEC registration fee.

SEC registration fee		$	31,675
Transfer agent's, trustee's and depository's fees and expenses			10,000
Printing and engraving expenses			20,000
Legal fees and expenses			40,000
Accounting fees and expenses			25,000
Miscellaneous			23,325
	Total expenses	$	150,000

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law statute permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

In the case of an action by or in the right of the corporation, Section 145 permits the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification may be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding two paragraphs, Section 145 requires that he be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.

Section 145 provides that expenses, including attorneys' fees, incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by

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the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in Section 145.

Article Sixth of Casella's Amended and Restated Certificate of Incorporation eliminates the personal liability of the directors of Casella to Casella or its stockholders for monetary damages for breach of fiduciary duty as directors, with certain exceptions, and Article Seventh requires indemnification of directors and officers of Casella, and for advancement of litigation expenses to the fullest extent permitted by Section 145.

Item 16. Exhibits and Financial Statement Schedules.

Exhibit Number		Description
1.1		The form of equity underwriting agreement will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
1.2		The form of debt underwriting agreement will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.1	(1)	Amended and Restated Certificate of Incorporation of the Registrant, as amended.
4.2	(2)	Second Amended and Restated By-laws of the Registrant.
4.3	(3)	Certificate of Designations of Series A Convertible Preferred Stock.
4.4		Indenture, dated as of January 24, 2003, by and among the Registrant, the Guarantors named therein and U.S. Bank National Association. Filed herewith.
4.5		Form of junior subordinated indenture. Filed herewith.
4.6	(4)	Form of stock certificate of the Registrant's Class A Common Stock, $.01 par value per share.
4.7		The form of any senior subordinated note with respect to each particular series of senior subordinated notes issued hereunder will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.8		The form of any junior subordinated note with respect to each particular series of junior subordinated notes issued hereunder will be filed as an exhibit to a Current Report on the Registrant of Form 8-K and incorporated hereby by reference.
4.9		The form of any certificate of designation with respect to any preferred stock issued hereunder and the related form of preferred stock certificate will be filed as exhibits to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.10		The form of any warrant agreement will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.11		The form of any unit agreement, including the form of unit certificate, will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. Filed herewith.
12.1		Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends. Filed herewith.

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23.1		Consent of PricewaterhouseCoopers LLP. Filed herewith.
23.2		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
24.1		Power of Attorney (see page II-5 of this Registration Statement).
25.1		The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
25.2		The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Junior Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

(1): Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (File No. 333-67487) filed with the SEC on November 18, 1998 and incorporated herein by reference.
(2): Filed as an exhibit to the Registrant's Current Report on Form 8-K (File No. 000-23211) filed with the SEC on August 18, 2000 and incorporated herein by reference.
(3): Filed as an exhibit to the Registrant's Current Report on Form 8-K (File No. 000-23211) filed with the SEC on August 18, 2000 and incorporated herein by reference.
(4): Filed as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (File No. 333-33135) filed with the SEC on October 9, 1997 and incorporated herein by reference.

Item 17. Undertakings.

Item 512(a) of Regulation S-K. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i): To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii): To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
(iii): To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in this Registration Statement.

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(2) That, for the purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Item 512(b) of Regulation S-K. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

Item 512(h) of Regulations S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefor, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 512(i) of Regulation S-K. The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Item 512(j) of Regulation S-K. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under Subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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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-3 and 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 this 8th day of December, 2004.

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

We, the undersigned officers and directors of Casella Waste Systems, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Casella Waste Systems, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on the 8th day of December, 2004.

Signature		Title

/s/ JOHN W. CASELLA John W. Casella		Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ JAMES W. BOHLIG James W. Bohlig		President and Chief Operating Officer, Director
/s/ RICHARD A. NORRIS Richard A. Norris		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ JAMES F. CALLAHAN, JR. James F. Callahan, Jr.		Director

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/s/ DOUGLAS R. CASELLA Douglas R. Casella		Director
/s/ JOHN F. CHAPPLE III John F. Chapple III		Director
/s/ JOSEPH G. DOODY Joseph G. Doody		Director
/s/ D. RANDOLPH PEELER D. Randolph Peeler		Director
/s/ GREGORY B. PETERS Gregory B. Peters		Director
/s/ JOHN J. ZILLMER John J. Zillmer		Director

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 8th day of December, 2004.

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of All Cycle Waste, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable All Cycle Waste, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

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SIGNATURES

		ALTERNATE ENERGY, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Alternate Energy, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Alternate Energy, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

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SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Atlantic Coast Fibers, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Atlantic Coast Fibers, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

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SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of B. and C. Sanitation Corporation, hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable B. and C. Sanitation Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

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SIGNATURES

		BLASDELL DEVELOPMENT GROUP, INC.
		By:	/s/ JOHN W. CASELLA
			John W. Casella Vice President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Blasdell Development Group, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Blasdell Development Group, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

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SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Bristol Waste Management, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Bristol Waste Management, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

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SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of C.V. Landfill, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable C.V. Landfill, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

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SIGNATURES

		CASELLA NH INVESTORS CO., LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES AND POWER OF ATTORNEY

We, KTI, Inc., the sole member of Casella NH Investors Co., LLC, and the undersigned officers of Casella NH Investors Co., LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of Casella NH Investors Co., LLC and officers of Casella NH Investors Co., LLC to enable Casella NH Investors Co., LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

KTI, INC.
By:		/s/ JOHN W. CASELLA John W. Casella President and Director		Sole Member*		December 8, 2004

*: Casella NH Investors Co., LLC has no directors or managers.

II-14

SIGNATURES

		CASELLA NH POWER CO., LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES AND POWER OF ATTORNEY

We, KTI, Inc., the sole member of Casella NH Power Co., LLC, and the undersigned officers of Casella NH Power Co., LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of Casella NH Power Co., LLC and officers of Casella NH Power Co., LLC to enable Casella NH Power Co., LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

KTI, INC.
By:		/s/ JOHN W. CASELLA John W. Casella President and Director		Sole Member*		December 8, 2004

*: Casella NH Power Co., LLC has no directors or managers.

II-15

SIGNATURES

		CASELLA RTG INVESTORS CO., LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES AND POWER OF ATTORNEY

We, Casella Waste System, Inc., the sole member of Casella RTG Investors Co., LLC, and the undersigned officers of Casella RTG Investors Co., LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of Casella RTG Investors Co., LLC and officers of Casella RTG Investors Co., LLC to enable Casella RTG Investors Co., LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

CASELLA WASTE SYSTEMS, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer		Sole Member*		December 8, 2004

*: Casella RTG Investors Co., LLC has no directors or managers.

II-16

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Casella Transportation, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Casella Transportation, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ DOUGLAS R. CASELLA Douglas R. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004

II-17

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Casella Waste Management of Massachusetts, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Casella Waste Management of Massachusetts, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-18

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Casella Waste Management of N.Y., Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Casella Waste Management of N.Y., Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-19

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Casella Waste Management of Pennsylvania, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Casella Waste Management of Pennsylvania, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-20

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Casella Waste Management, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Casella Waste Management, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ DOUGLAS R. CASELLA Douglas R. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004

II-21

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, Casella Waste Management, Inc., the sole member of CWM All Waste LLC, and the undersigned officers of CWM All Waste LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of CWM All Waste LLC and officers of CWM All Waste LLC to enable CWM All Waste LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

CASELLA WASTE MANAGEMENT, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Vice President and Secretary		Sole Member*		December 8, 2004

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

II-22

SIGNATURES

		DATA DESTRUCTION SERVICES, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Data Destruction Services, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Data Destruction Services, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-23

SIGNATURES

		FAIRFIELD COUNTY RECYCLING, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Fairfield County Recycling, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Fairfield County Recycling, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-24

SIGNATURES

		FCR CAMDEN, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR Camden, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR Camden, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-25

SIGNATURES

		FCR FLORIDA, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR Florida, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR Florida, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-26

SIGNATURES

		FCR GREENSBORO, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR Greensboro, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR Greensboro, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-27

SIGNATURES

		FCR GREENVILLE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR Greenville, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR Greenville, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-28

SIGNATURES

		FCR MORRIS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR Morris, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR Morris, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-29

SIGNATURES

		FCR REDEMPTION, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR Redemption, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR Redemption, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-30

SIGNATURES

		FCR TENNESSEE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR Tennessee, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR Tennessee, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-31

SIGNATURES

		FCR, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of FCR, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable FCR, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-32

SIGNATURES

		FOREST ACQUISITIONS, INC.
		By:	/s/ JAMES W. BOHLIG James W. Bohlig President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Forest Acquisitions, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Forest Acquisitions, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Director	December 8, 2004

II-33

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Grasslands Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Grasslands Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-34

SIGNATURES

		GROUNDCO LLC
		By:	/s/ JAMES W. BOHLIG James W. Bohlig President

SIGNATURES AND POWER OF ATTORNEY

We, New England Waste Services of Vermont, Inc., the sole member of GroundCo LLC, and the undersigned officers of GroundCo LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of GroundCo LLC and officers of GroundCo LLC to enable GroundCo LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

By:

/s/ JOHN W. CASELLA

John W. Casella
Vice President and Secretary

Sole Member*

December 8, 2004

*: GroundCo LLC has no directors or managers.

II-35

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Hakes C & D Disposal, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Hakes C & D Disposal, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-36

SIGNATURES

		HARDWICK LANDFILL, INC.
		By:	/s/ JAMES W. BOHLIG James W. Bohlig President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Hardwick Landfill, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Hardwick Landfill, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-37

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Hiram Hollow Regeneration Corp., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Hiram Hollow Regeneration Corp. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of December, 2004.

		THE HYLAND FACILITY ASSOCIATES
		By:	Casella Waste Management of N.Y., Inc., its managing partner*

By:

/s/ JOHN W. CASELLA

John W. Casella
President and Director

SIGNATURES AND POWER OF ATTORNEY

We, Casella Waste Management of N.Y., Inc., the managing partner of The Hyland Facility Associates, and the undersigned directors of Casella Waste Management of N.Y., Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our name in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the managing partner of The Hyland Facility Associates and directors of Casella Waste Management of N.Y., Inc. to enable The Hyland Facility Associates to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title	Date

CASELLA WASTE MANAGEMENT OF N.Y., INC.
By:	/s/ JOHN W. CASELLA John W. Casella President and Director	General Partner*	December 8, 2004


/s/ JOHN W. CASELLA John W. Casella	Director of Casella Waste Management of N.Y., Inc.	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Director of Casella Waste Management of N.Y., Inc.	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Director of Casella Waste Management of N.Y., Inc.	December 8, 2004

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

II-39

SIGNATURES

		K-C INTERNATIONAL, LTD.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of K-C International, Ltd., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable K-C International, Ltd. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-40

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of KTI Bio Fuels, Inc. hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable KTI Bio Fuels, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-41

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of KTI Environmental Group, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable KTI Environmental Group, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-42

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of KTI New Jersey Fibers, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable KTI New Jersey Fibers, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-43

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of KTI Operations Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable KTI Operations Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-44

SIGNATURES

		KTI RECYCLING OF NEW ENGLAND, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of KTI Recycling of New England, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable KTI Recycling of New England, Inc., to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-45

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of KTI Specialty Waste Services, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable KTI Specialty Waste Services, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-46

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of KTI, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable KTI, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-47

SIGNATURES

		MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP
		By:	KTI Environmental Group, Inc., its general partner*

By:

/s/ JOHN W. CASELLA

John W. Casella
President and Director

SIGNATURES AND POWER OF ATTORNEY

We, KTI Environmental Group, Inc., the general partner of Maine Energy Recovery Company, Limited Partnership, and the undersigned directors of KTI Environmental Group, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the general partner of Maine Energy Recovery Company, Limited Partnership and directors of KTI Environmental Group, Inc. to enable Maine Energy Recovery Company, Limited Partnership to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title	Date

KTI ENVIRONMENTAL GROUP, INC.
By:	/s/ JOHN W. CASELLA John W. Casella President and Director	General Partner*	December 8, 2004


/s/ JOHN W. CASELLA John W. Casella	Director of KTI Environmental Group, Inc.	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Director of KTI Environmental Group, Inc.	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Director of KTI Environmental Group, Inc.	December 8, 2004

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

II-48

SIGNATURES

		MECKLENBURG COUNTY RECYCLING, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Mecklenburg County Recycling, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Mecklenburg County Recycling, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-49

SIGNATURES

		NATURAL ENVIRONMENTAL, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Natural Environmental, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Natural Environmental, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-50

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of New England Waste Services of Massachusetts, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable New England Waste Services of Massachusetts, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ DOUGLAS R. CASELLA Douglas R. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004

II-51

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of New England Waste Services of ME, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable New England Waste Services of ME, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-52

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of New England Waste Services of N.Y., Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable New England Waste Services of N.Y., Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-53

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of New England Waste Services of Vermont, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable New England Waste Services of Vermont, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-54

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of New England Waste Services, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable New England Waste Services, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-55

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Newbury Waste Management, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Newbury Waste Management, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-56

SIGNATURES

		NEWSME LANDFILL OPERATIONS, LLC
		By:	/s/ JAMES W. BOHLIG James W. Bohlig President

SIGNATURES AND POWER OF ATTORNEY

We, New England Waste Services of ME, Inc., the sole member of NEWSME Landfill Operations, LLC, and the undersigned officers of NEWSME Landfill Operations, LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of NEWSME Landfill Operations, LLC and officers of NEWSME Landfill Operations, LLC to enable NEWSME Landfill Operations, LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

NEW ENGLAND WASTE SERVICES OF ME, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Vice President and Secretary		Sole Member*		December 8, 2004

*: NEWSME Landfill Operations, LLC has no directors or managers.

II-57

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of North Country Environmental Services, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable North Country Environmental Services, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-58

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Northern Properties Corporation of Plattsburgh, hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Northern Properties Corporation of Plattsburgh to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-59

SIGNATURES

		NORTHERN SANITATION, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Northern Sanitation, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Northern Sanitation, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-60

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of PERC, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PERC, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-61

SIGNATURES

		PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
		By:	PERC, Inc., its general partner*

By:

/s/ JOHN W. CASELLA

John W. Casella
President and Director

SIGNATURES AND POWER OF ATTORNEY

We, PERC, Inc., the general partner of PERC Management Company Limited Partnership, and the undersigned directors of PERC, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our name in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the general partner of PERC Management Company Limited Partnership and directors of PERC, Inc. to enable PERC Management Company Limited Partnership to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title	Date

PERC, INC.
By:	/s/ JOHN W. CASELLA John W. Casella President and Director	General Partner*	December 8, 2004


/s/ JOHN W. CASELLA John W. Casella	Director of PERC, Inc.	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Director of PERC, Inc.	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Director of PERC, Inc.	December 8, 2004

*: PERC Management Company Limited Partnership has no officers or directors.

II-62

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Pine Tree Waste, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Pine Tree Waste, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Director	December 8, 2004

II-63

SIGNATURES

		R.A. BRONSON INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of R.A. Bronson, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable R.A. Bronson, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-64

SIGNATURES

		RESOURCE RECOVERY OF CAPE COD, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Resource Recovery of Cape Cod, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Resource Recovery of Cape Cod, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-65

SIGNATURES

		RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Resource Recovery Systems of Sarasota, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Resource Recovery Systems of Sarasota, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-66

SIGNATURES

		RESOURCE RECOVERY SYSTEMS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Resource Recovery Systems, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Resource Recovery Systems, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-67

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Resource Transfer Services, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Resource Transfer Services, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-68

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Resource Waste Systems, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Resource Waste Systems, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-69

SIGNATURES

		ROCHESTER ENVIRONMENTAL PARK, LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

SIGNATURES AND POWER OF ATTORNEY

We, Casella Waste Systems, Inc., the manager of Rochester Environmental Park, LLC, and the undersigned officers of Rochester Environmental Park, LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the manger of Rochester Environmental Park, LLC and officers of Rochester Environmental Park, LLC to enable Rochester Environmental Park, LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

CASELLA WASTE SYSTEMS, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer		Manager*		December 8, 2004

*: Rochester Environmental Park, LLC has no directors.

II-70

SIGNATURES

		ROCKINGHAM SAND & GRAVEL, LLC
		By:	/s/ JAMES W. BOHLIG James W. Bohlig President

SIGNATURES AND POWER OF ATTORNEY

We, New England Waste Services of Vermont, Inc., the sole member of Rockingham Sand & Gravel, LLC, and the undersigned officers of Rockingham Sand & Gravel, LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of Rockingham Sand & Gravel, LLC and officers of Rockingham Sand & Gravel, LLC to enable Rockingham Sand & Gravel, LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Vice President and Secretary		Sole Member*		December 8, 2004

*: Rockingham Sand & Gravel, LLC has no directors.

II-71

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Schultz Landfill, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Schultz Landfill, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-72

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Southbridge Recycling & Disposal Park, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Southbridge Recycling & Disposal Park, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-73

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Sunderland Waste Management, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Sunderland Waste Management, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-74

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, New England Waste Services of Massachusetts, Inc., the sole member of Templeton Landfill LLC, and the undersigned officers of Templeton Landfill LLC, hereby severally constitute and appoint John W. Casella and James W. Bohlig, and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of Templeton Landfill LLC and officers of Templeton Landfill LLC to enable Templeton Landfill LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004

NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
By:		/s/ JOHN W. CASELLA John W. Casella President		Sole Member*		December 8, 2004

*: Templeton Landfill LLC has no directors or managers.

II-75

SIGNATURES

		U.S. FIBER, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of U.S. Fiber, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable U.S. Fiber, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-76

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Waste-Stream, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Waste-Stream, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-77

SIGNATURES

		WESTFIELD DISPOSAL SERVICE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Westfield Disposal Service, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Westfield Disposal Service, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JOHN W. CASELLA John W. Casella	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JAMES W. BOHLIG James W. Bohlig	Vice President and Director	December 8, 2004

II-78

SIGNATURES

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

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Winters Brothers, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Winters Brothers, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or either of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ JAMES W. BOHLIG James W. Bohlig	President and Director (Principal Executive Officer)	December 8, 2004
/s/ RICHARD A. NORRIS Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	December 8, 2004
/s/ JOHN W. CASELLA John W. Casella	Vice President and Director	December 8, 2004
/s/ DOUGLAS R. CASELLA Douglas R. Casella	Vice President and Director	December 8, 2004

II-79

EXHIBIT INDEX

Exhibit Number		Description
1.1		The form of equity underwriting agreement will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
1.2		The form of debt underwriting agreement will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.1	(1)	Amended and Restated Certificate of Incorporation of the Registrant, as amended.
4.2	(2)	Second Amended and Restated By-laws of the Registrant.
4.3	(3)	Certificate of Designations of Series A Convertible Preferred Stock.
4.4		Indenture, dated as of January 24, 2003, by and among the Registrant, the Guarantors named therein and U.S. Bank National Association. Filed herewith.
4.5		Form of junior subordinated indenture. Filed herewith.
4.6	(4)	Form of stock certificate of the Registrant's Class A Common Stock, $.01 par value per share.
4.7		The form of any senior subordinated note with respect to each particular series of senior subordinated notes issued hereunder will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.8		The form of any junior subordinated note with respect to each particular series of junior subordinated notes issued hereunder will be filed as an exhibit to a Current Report on the Registrant of Form 8-K and incorporated hereby by reference.
4.9		The form of any certificate of designation with respect to any preferred stock issued hereunder and the related form of preferred stock certificate will be filed as exhibits to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.10		The form of any warrant agreement will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
4.11		The form of any unit agreement, including the form of unit certificate, will be filed as an exhibit to a Current Report of the Registrant on Form 8-K and incorporated herein by reference.
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. Filed herewith.
12.1		Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends. Filed herewith.
23.1		Consent of PricewaterhouseCoopers LLP. Filed herewith.
23.2		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
24.1		Power of Attorney (see page II-5 of this Registration Statement).
25.1		The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
25.2		The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Junior Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

(1): Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (File No. 333-67487) filed with the SEC on November 18, 1998 and incorporated herein by reference.

(2): Filed as an exhibit to the Registrant's Current Report on Form 8-K (File No. 000-23211) filed with the SEC on August 18, 2000 and incorporated herein by reference.
(3): Filed as an exhibit to the Registrant's Current Report on Form 8-K (File No. 000-23211) filed with the SEC on August 18, 2000 and incorporated herein by reference.
(4): Filed as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (File No. 333-33135) filed with the SEC on October 9, 1997 and incorporated herein by reference.

QuickLinks

TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
CASELLA WASTE SYSTEMS, INC.
CURRENT DEVELOPMENTS
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD LOOKING INFORMATION
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (dollar amounts in thousands)
USE OF PROCEEDS
THE SECURITIES WE MAY OFFER
DESCRIPTION OF COMMON STOCK
DESCRIPTION OF PREFERRED STOCK
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF WARRANTS
DESCRIPTION OF UNITS
LEGAL OWNERSHIP OF SECURITIES
PLAN OF DISTRIBUTION
VALIDITY OF SECURITIES
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Item 15. Indemnification of Directors and Officers.

Item 16. Exhibits and Financial Statement Schedules.

Item 17. Undertakings.

SIGNATURES
EXHIBIT INDEX




                                                                    Exhibit 4.4

===============================================================================


                          CASELLA WASTE SYSTEMS, INC.,
                                   as Issuer,


                          the GUARANTORS named herein,
                                 as Guarantors,


                                       and


                         U.S. BANK NATIONAL ASSOCIATION,
                                   as Trustee


                          ----------------------------


                                    INDENTURE


                          ----------------------------

                          Dated as of January 24, 2003

                          ----------------------------

                    9.75% Senior Subordinated Notes due 2013


===============================================================================



                              CROSS-REFERENCE TABLE



    TIA                                                                             Indenture
Section                                                                               Section
- -------                                                                             ---------
                                                                                 
310(a)(1)..................................................................         7.10
   (a)(2)..................................................................         7.10
   (a)(3)..................................................................         N.A.
   (a)(4)..................................................................         N.A.
   (a)(5)..................................................................         7.08; 7.10
   (b).....................................................................         7.08; 7.10; 12.02
   (c).....................................................................         N.A.
311(a).....................................................................         7.11
   (b).....................................................................         7.11
   (c).....................................................................         N.A.
312(a).....................................................................         2.05
   (b).....................................................................         12.03
   (c).....................................................................         12.03
313(a).....................................................................         7.06
   (b)(1)..................................................................         7.06
   (b)(2)..................................................................         7.06
   (c).....................................................................         7.06; 12.02
   (d).....................................................................         7.06
314(a).....................................................................         4.09; 4.19; 12.02
   (b).....................................................................         N.A.
   (c)(1)..................................................................         7.02; 12.04; 12.05
   (c)(2)..................................................................         7.02; 12.04; 12.05
   (c)(3)..................................................................         N.A.
   (d).....................................................................         N.A.
   (e).....................................................................         12.05
   (f).....................................................................         N.A.
315(a).....................................................................         7.01(b)
   (b).....................................................................         7.05
   (c).....................................................................         7.01
   (d).....................................................................         6.05; 7.01(c)
   (e).....................................................................         6.11
316(a)(last sentence)......................................................         2.09
   (a)(1)(A)...............................................................         6.02
   (a)(1)(B)...............................................................         6.04
   (a)(2)..................................................................         9.02
   (b).....................................................................         6.07
   (c).....................................................................         9.05
317(a)(1)..................................................................         6.08
   (a)(2)..................................................................         6.09
   (b).....................................................................         2.04
318(a).....................................................................         12.01
   (c).....................................................................         12.01




- ----------
N.A. means Not Applicable

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.



                                TABLE OF CONTENTS



                                                                                                    Page
                                                                                                    ----
                                                                                                   
                                               ARTICLE ONE

                                DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.............................................................................1
SECTION 1.02.  Other Definitions......................................................................31
SECTION 1.03.  Incorporation by Reference of TIA......................................................32
SECTION 1.04.  Rules of Construction..................................................................32

                                               ARTICLE TWO

                                                THE NOTES

SECTION 2.01.  Form and Dating........................................................................33
SECTION 2.02.  Execution and Authentication...........................................................34
SECTION 2.03.  Registrar and Paying Agent.............................................................34
SECTION 2.04.  Paying Agent To Hold Assets in Trust...................................................35
SECTION 2.05.  Holder Lists...........................................................................35
SECTION 2.06.  Transfer and Exchange..................................................................36
SECTION 2.07.  Replacement Notes......................................................................36
SECTION 2.08.  Outstanding Notes......................................................................37
SECTION 2.09.  Treasury Notes.........................................................................37
SECTION 2.10.  Temporary Notes........................................................................37
SECTION 2.11.  Cancellation...........................................................................38
SECTION 2.12.  Defaulted Interest.....................................................................38
SECTION 2.13.  CUSIP Number...........................................................................38
SECTION 2.14.  Deposit of Moneys......................................................................39
SECTION 2.15.  Book-Entry Provisions for Global Notes.................................................39
SECTION 2.16.  Special Transfer Provisions............................................................40

                                              ARTICLE THREE

                                                REDEMPTION

SECTION 3.01.  Notices to Trustee.....................................................................43
SECTION 3.02.  Selection of Notes To Be Redeemed......................................................43
SECTION 3.03.  Notice of Redemption...................................................................44
SECTION 3.04.  Effect of Notice of Redemption.........................................................45


                                       -i-




                                                                                                    Page
                                                                                                    ----
                                                                                                   
SECTION 3.05.  Deposit of Redemption Price............................................................45
SECTION 3.06.  Notes Redeemed in Part.................................................................45

                                               ARTICLE FOUR

                                                COVENANTS

SECTION 4.01.  Payment of Notes.......................................................................46
SECTION 4.02.  Maintenance of Office or Agency........................................................46
SECTION 4.03.  Corporate Existence....................................................................47
SECTION 4.04.  Payment of Taxes and Other Claims......................................................47
SECTION 4.05.  Maintenance of Properties and Insurance................................................47
SECTION 4.06.  Compliance Certificate; Notice of Default..............................................48
SECTION 4.07.  Compliance with Laws...................................................................48
SECTION 4.08.  Waiver of Stay, Extension or Usury Laws................................................49
SECTION 4.09.  Change of Control......................................................................49
SECTION 4.10.  Incurrence of Indebtedness and Issuance of Preferred Stock.............................51
SECTION 4.11.  Restricted Payments....................................................................54
SECTION 4.12.  Liens..................................................................................58
SECTION 4.13.  Asset Sales............................................................................59
SECTION 4.14.  Transactions with Affiliates...........................................................62
SECTION 4.15.  Dividend and Other Payment Restrictions Affecting Subsidiaries.........................64
SECTION 4.16.  Additional Subsidiary Guarantees.......................................................66
SECTION 4.17.  No Senior Subordinated Debt............................................................66
SECTION 4.18.  Reports to Holders.....................................................................67
SECTION 4.19.  Designation of Restricted and Unrestricted Subsidiaries................................68
SECTION 4.20.  Sale and Leaseback Transactions........................................................68
SECTION 4.21.  Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries.....69
SECTION 4.22.  Business Activities....................................................................69
SECTION 4.23.  Payments for Consent...................................................................69

                                               ARTICLE FIVE

                                          SUCCESSOR CORPORATION

SECTION 5.01.  Merger, Consolidation, or Sale of Assets...............................................70


                                      -ii-




                                                                                                    Page
                                                                                                    ----
                                                                                                   
                                               ARTICLE SIX

                                           DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default......................................................................72
SECTION 6.02.  Acceleration...........................................................................74
SECTION 6.03.  Other Remedies.........................................................................75
SECTION 6.04.  Waiver of Past Defaults................................................................75
SECTION 6.05.  Control by Majority....................................................................75
SECTION 6.06.  Limitation on Suits....................................................................75
SECTION 6.07.  Rights of Holders To Receive Payment...................................................76
SECTION 6.08.  Collection Suit by Trustee.............................................................76
SECTION 6.09.  Trustee May File Proofs of Claim.......................................................76
SECTION 6.10.  Priorities.............................................................................77
SECTION 6.11.  Undertaking for Costs..................................................................77

                                              ARTICLE SEVEN

                                                 TRUSTEE

SECTION 7.01.  Duties of Trustee......................................................................78
SECTION 7.02.  Rights of Trustee......................................................................79
SECTION 7.03.  Individual Rights of Trustee...........................................................81
SECTION 7.04.  Trustee's Disclaimer...................................................................81
SECTION 7.05.  Notice of Default......................................................................81
SECTION 7.06.  Reports by Trustee to Holders..........................................................81
SECTION 7.07.  Compensation and Indemnity.............................................................82
SECTION 7.08.  Replacement of Trustee.................................................................83
SECTION 7.09.  Successor Trustee by Merger, Etc.......................................................84
SECTION 7.10.  Eligibility; Disqualification..........................................................84
SECTION 7.11.  Preferential Collection of Claims Against Casella......................................84

                                              ARTICLE EIGHT

                                    DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.  Termination of Casella's Obligations...................................................85
SECTION 8.02.  Legal Defeasance and Covenant Defeasance...............................................86
SECTION 8.03.  Conditions to Legal Defeasance or Covenant Defeasance..................................88
SECTION 8.04.  Application of Trust Money.............................................................89
SECTION 8.05.  Repayment to Casella...................................................................89
SECTION 8.06.  Reinstatement..........................................................................90


                                      -iii-




                                                                                                    Page
                                                                                                    ----
                                                                                                  
                                               ARTICLE NINE

                                   AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders.............................................................90
SECTION 9.02.  With Consent of Holders................................................................91
SECTION 9.03.  Effect on Senior Debt..................................................................93
SECTION 9.04.  Compliance with TIA....................................................................93
SECTION 9.05.  Revocation and Effect of Consents......................................................93
SECTION 9.06.  Notation on or Exchange of Notes.......................................................94
SECTION 9.07.  Trustee To Sign Amendments, Etc........................................................94

                                               ARTICLE TEN

                                          SUBORDINATION OF NOTES

SECTION 10.01. Notes Subordinated to Senior Debt......................................................94
SECTION 10.02. Suspension of Payment When Senior Debt Is in Default...................................95
SECTION 10.03. Notes Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or
                Reorganization of Casella.............................................................96
SECTION 10.04. Payments May Be Made Prior to Dissolution..............................................98
SECTION 10.05. Holders To Be Subrogated to Rights of Holders of Senior Debt...........................98
SECTION 10.06. Obligations of Casella Unconditional...................................................99
SECTION 10.07. Notice to Trustee......................................................................99
SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating Agent........................100
SECTION 10.09. Trustee's Relation to Senior Debt.....................................................100
SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions of Casella or Holders of
                Senior Debt. ........................................................................101
SECTION 10.11. Noteholders Authorize Trustee To Effectuate Subordination of Notes....................101
SECTION 10.12. This Article Ten Not To Prevent Events of Default.....................................102
SECTION 10.13. Trustee's Compensation Not Prejudiced.................................................102

                                              ARTICLE ELEVEN

                                           SUBSIDIARY GUARANTEE

SECTION 11.01. Unconditional Guarantee...............................................................102
SECTION 11.02. Subordination of Subsidiary Guarantee.................................................103
SECTION 11.03. Limitation on Guarantor Liability.....................................................104
SECTION 11.04. Execution and Delivery of Subsidiary Guarantee........................................104
SECTION 11.05. Release of a Guarantor................................................................105
SECTION 11.06. Waiver of Subrogation.................................................................106


                                      -iv-




                                                                                                    Page
                                                                                                    ----
                                                                                                  
SECTION 11.07. Immediate Payment.....................................................................106
SECTION 11.08. No Set-Off............................................................................106
SECTION 11.09. Guarantee Obligations Absolute........................................................107
SECTION 11.10. Guarantee Obligations Continuing......................................................107
SECTION 11.11. Guarantee Obligations Not Reduced.....................................................107
SECTION 11.12. Guarantee Obligations Reinstated......................................................107
SECTION 11.13. Guarantee Obligations Not Affected....................................................108
SECTION 11.14. Waiver................................................................................109
SECTION 11.15. No Obligation To Take Action Against Casella..........................................109
SECTION 11.16. Dealing with Casella and Others.......................................................109
SECTION 11.17. Default and Enforcement...............................................................110
SECTION 11.18. Amendment, Etc........................................................................110
SECTION 11.19. Acknowledgment........................................................................110
SECTION 11.20. Costs and Expenses....................................................................110
SECTION 11.21. No Merger or Waiver; Cumulative Remedies..............................................111
SECTION 11.22. Survival of Guarantee Obligations.....................................................111
SECTION 11.23. Guarantee in Addition to Other Guarantee Obligations..................................111
SECTION 11.24. Severability..........................................................................111
SECTION 11.25. Successors and Assigns................................................................111

                                              ARTICLE TWELVE

                                              MISCELLANEOUS

SECTION 12.01. TIA Controls..........................................................................112
SECTION 12.02. Notices...............................................................................112
SECTION 12.03. Communications by Holders with Other Holders..........................................114
SECTION 12.04. Certificate and Opinion as to Conditions Precedent....................................114
SECTION 12.05. Statements Required in Certificate or Opinion.........................................114
SECTION 12.06. Rules by Trustee, Paying Agent, Registrar.............................................115
SECTION 12.07. Legal Holidays........................................................................115
SECTION 12.08. Governing Law.........................................................................115
SECTION 12.09. No Adverse Interpretation of Other Agreements.........................................115
SECTION 12.10. No Recourse Against Others............................................................115
SECTION 12.11. Successors............................................................................115
SECTION 12.12. Duplicate Originals...................................................................116
SECTION 12.13. Severability..........................................................................116

Signatures...........................................................................................S-1


Exhibit A  -   Form of Note
Exhibit B  -   Form of Legends

                                       -v-


Exhibit C  -   Form of Certificate To Be Delivered in Connection with Transfers
               to Non-QIB Accredited Investors
Exhibit D  -   Form of Certificate To Be Delivered in Connection with Transfers
               Pursuant to Regulation S
Exhibit E  -   Form of Notation of Subsidiary Guarantee

Note:     This Table of Contents shall not, for any purpose, be deemed to be
          part of the Indenture.

                                      -vi-


          INDENTURE dated as of January 24, 2003 among CASELLA WASTE SYSTEMS,
INC., a Delaware corporation ("CASELLA"), as issuer, and each of the Guarantors
named herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, a national
banking association organized under the laws of the United States of America, as
Trustee (the "TRUSTEE").

          Casella has duly authorized the creation of an issue of 9.75% Senior
Subordinated Notes due 2013 and, to provide therefor, Casella has duly
authorized the execution and delivery of this Indenture. All things necessary to
make the Notes, when duly issued and executed by Casella and authenticated and
delivered hereunder, the valid and binding obligations of Casella and to make
this Indenture a valid and binding agreement of Casella have been done.

          Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Notes:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  DEFINITIONS.

          Set forth below are certain defined terms used in this Indenture.

          "ACQUIRED DEBT" means, with respect to any specified Person:

          (1)     Indebtedness of any other Person existing at the time such
                  other Person is merged with or into or became a Restricted
                  Subsidiary of such specified Person or which is assumed by
                  such specified Person at the time such specified Person
                  acquires the assets of such other Person, whether or not such
                  Indebtedness is incurred in connection with, or in
                  contemplation of, such other Person merging with or into, or
                  selling its assets to, or becoming a Restricted Subsidiary of,
                  such specified Person; and

          (2)     Indebtedness secured by a Lien encumbering any asset acquired
                  by such specified Person.

          "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person,



                                       -2-

shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For
purposes of this definition, the terms "controlling," "controlled by" and "under
common control with" shall have correlative meanings.

          "AGENT" means any Registrar, Paying Agent or co-Registrar.

          "AMEND" means amend, modify, supplement, restate or amend and restate,
including successively; and "AMENDING" and "AMENDED" have correlative meanings.

          "ASSET" means any asset or property, whether real, personal or other,
tangible or intangible.

          "ASSET SALE" means:

          (a)     the sale, lease, conveyance or other disposition of any
                  assets, other than sales of inventory in the ordinary course
                  of business consistent with past practices (such inventory to
                  include solid waste, recyclables and other by-products of the
                  wastestream collected by Casella and its Restricted
                  Subsidiaries and sold to, or disposed of with, third parties
                  in the ordinary course of business consistent with past
                  practices); and

          (b)     the issuance of Equity Interests by any of Casella's
                  Restricted Subsidiaries or the sale of Equity Interests in any
                  of its Restricted Subsidiaries or the sale of Equity Interests
                  held by Casella or its Restricted Subsidiaries in any of its
                  Unrestricted Subsidiaries.

          Notwithstanding the preceding, the following shall not be deemed to be
Asset Sales:

          (1)     any single transaction or series of related transactions that
                  (x) involves assets having a fair market value of less than
                  $5.0 million or (y) results in net proceeds to Casella and its
                  Restricted Subsidiaries of less than $5.0 million;

          (2)     a transfer of assets between or among Casella and/or one or
                  more of its Wholly Owned Restricted Subsidiaries;

          (3)     an issuance of Equity Interests by, or a transfer of Equity
                  Interests in, a Wholly Owned Restricted Subsidiary to Casella
                  or to another Wholly Owned Restricted Subsidiary;



                                       -3-

          (4)     the sale, lease, conveyance or other disposition of the assets
                  or Equity Interests of the Specified Assets for fair market
                  value thereof; PROVIDED that the aggregate net proceeds
                  thereof are used as provided in clause (1), (2) or (3) of the
                  second paragraph of Section 4.13 or to fund working capital of
                  Casella and its Restricted Subsidiaries;

          (5)     disposals or replacements in the ordinary course of business
                  of equipment that has become worn-out, obsolete or damaged or
                  otherwise unsuitable for use in connection with the business
                  of Casella and its Restricted Subsidiaries;

          (6)     the sale or disposition of cash or Cash Equivalents;

          (7)     the release, surrender or waiver of contract, tort or other
                  claims of any kind as a result of the settlement of any
                  litigation or threatened litigation;

          (8)     the granting or existence of Liens (and foreclosure thereon)
                  not prohibited by this Indenture; and

          (9)     a Restricted Payment or a Permitted Investment that is not
                  prohibited by Section 4.11.

          "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such Sale and Leaseback Transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

          "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar Federal,
state or foreign law for the relief of debtors.

          "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as such term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.



                                       -4-

          "BOARD OF DIRECTORS" means (1) in the case of a corporation, the board
of directors and (2) in all other cases, a body performing substantially similar
functions as a board of directors.

          "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

          "BUSINESS DAY" means any day other than a Saturday, Sunday or any
other day on which banking institutions in the City of New York or St. Paul,
Minnesota are required or authorized by law or other governmental action to be
closed.

          "CAPITAL LEASE OBLIGATION" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

          "CAPITAL STOCK" means:

          (1)     in the case of a corporation, corporate stock;

          (2)     in the case of an association or business entity, any and all
                  shares, interests, participations, rights or other equivalents
                  (however designated) of corporate stock;

          (3)     in the case of a partnership or limited liability company,
                  partnership or membership interests (whether general or
                  limited); and

          (4)     any other interest or participation that confers on a Person
                  the right to receive a share of the profits and losses of, or
                  distributions of assets of, the issuing Person.

          "CAPTIVE INSURANCE SUBSIDIARY" means Casella Insurance Company, a
Vermont corporation, or its successors, so long as such Person is principally
engaged in an insurance business.

          "CASELLA" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter shall mean such
successor corporation.



                                       -5-

          "CASH EQUIVALENTS" means:

          (1)     a marketable obligation, maturing within one year after
                  issuance thereof, issued, guaranteed or insured by the
                  government of the United States of America or an
                  instrumentality or agency thereof;

          (2)     demand deposits, certificates of deposit, eurodollar time
                  deposits, banker's acceptances, in each case, maturing within
                  one year after issuance thereof, and overnight bank deposits,
                  in each case, issued by any lender under the Senior Credit
                  Facility, or a U.S. national or state bank or trust company or
                  a European, Canadian or Japanese bank having capital, surplus
                  and undivided profits of at least $500.0 million and whose
                  long-term unsecured debt has a rating of "A" or better by S&P
                  or A2 or better by Moody's or the equivalent rating by any
                  other nationally recognized rating agency (PROVIDED that the
                  aggregate face amount of all Investments in certificates of
                  deposit or bankers' acceptances issued by the principal
                  offices of or branches of such European or Japanese banks
                  located outside the United States shall not at any time exceed
                  33-1/3% of all Investments described in this definition);

          (3)     open market commercial paper, maturing within 270 days after
                  issuance thereof, which has a rating of A-2 or better by S&P
                  or P-2 or better by Moody's, or the equivalent rating by any
                  other nationally recognized rating agency;

          (4)     repurchase agreements and reverse repurchase agreements with a
                  term not in excess of one year with any financial institution
                  which has been elected a primary government securities dealer
                  by the Federal Reserve Board or whose securities are rated AA-
                  or better by S&P or Aa3 or better by Moody's or the equivalent
                  rating by any other nationally recognized rating agency
                  relating to marketable direct obligations issued or
                  unconditionally guaranteed by the United States of America or
                  any agency or instrumentality thereof and backed by the full
                  faith and credit of the United States of America; and

          (5)     shares of any money market mutual fund rated at least AAA or
                  the equivalent thereof by S&P or at least Aaa or the
                  equivalent thereof by Moody's or any other mutual fund at
                  least 95% of the assets of which consist of the type specified
                  in clauses (1) through (4) above.



                                       -6-

          "CHANGE OF CONTROL" means the occurrence of any of the following:

          (1)     any "person" or "group" (as such terms are used in Sections
                  13(d) and 14(d) of the Exchange Act), other than the Permitted
                  Holder, is or becomes the Beneficial Owner, directly or
                  indirectly, of securities representing 35% or more of the
                  voting power of all Voting Stock of Casella; or

          (2)     Continuing Directors shall cease to constitute at least a
                  majority of the directors constituting the Board of Directors
                  of Casella; or

          (3)     the sale, lease, transfer, conveyance or other disposition
                  (other than by way of merger or consolidation), in one or a
                  series of related transactions, of all or substantially all of
                  the assets of Casella and its Restricted Subsidiaries taken as
                  a whole to any "person" or "group" (as such terms are used in
                  Sections 13(d) and 14(d) of the Exchange Act) other than the
                  Permitted Holder; or

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

          (5)     the adoption by the stockholders of Casella of a plan or
                  proposal for the liquidation or dissolution of Casella.

          "COMMISSION" means the United States Securities and Exchange
Commission.

          "CONSOLIDATED EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of

          (1)     Consolidated Net Income, and



                                       -7-

          (2)     to the extent Consolidated Net Income has been reduced
                  thereby,

                  -    all income taxes of such Person and its Restricted
                       Subsidiaries paid or accrued in accordance with GAAP for
                       such period (other than income taxes attributable to
                       extraordinary gains or losses or income taxes
                       attributable to Asset Sales and other sales or
                       dispositions outside the ordinary course of business to
                       the extent that gains or losses from such transactions
                       have been excluded from the computation of Consolidated
                       Net Income),

                  -    Consolidated Interest Expense, and

                  -    Consolidated Non-cash Charges less any non-cash items
                       increasing Consolidated Net Income for such period
                       (except to the extent such non-cash item increasing
                       Consolidated Net Income relates to a cash benefit for any
                       future period),

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

          "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to any
Person, the ratio of (x) Consolidated EBITDA of such Person during the four full
fiscal quarters for which financial statements are available (the "FOUR QUARTER
PERIOD") ending on or prior to the Transaction Date to (y) Consolidated Fixed
Charges of such Person for the Four Quarter Period.

          For purposes of this definition, "Consolidated EBITDA" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma basis in accordance with Regulation S-X under the Exchange Act to the
incurrence, repayment or redemption of any Indebtedness of such Person or any of
its Restricted Subsidiaries giving rise to the need to make such calculation and
any incurrence, repayment or redemption of other Indebtedness, other than the
incurrence, repayment or redemption of Indebtedness in the ordinary course of
business for working capital purposes pursuant to working capital facilities,
occurring during the Four Quarter Period or at any time subsequent to the last
day of the Four Quarter Period and prior to the Transaction Date, as if such
incurrence, repayment or redemption, as the case may be, occurred on the first
day of the Four Quarter Period.

          In addition, Investments (including any Designation of Unrestricted
Subsidiaries), Revocations, acquisitions, dispositions, mergers and
consolidations that have been made by Casella or any of its Restricted
Subsidiaries during the Four Quarter Period or subsequent to the Four Quarter
Period and on or prior to the Transaction Date shall be given effect on a



                                       -8-

pro forma basis in accordance with Regulation S-X under the Exchange Act, to the
extent applicable, assuming that all such Investments, Revocations,
acquisitions, dispositions, mergers and consolidations (and the reduction or
increase of any associated Consolidated Fixed Charges and the change in
Consolidated EBITDA, resulting therefrom) had occurred on the first day of the
Four Quarter Period. If, since the beginning of such period, any Person (that
subsequently became a Restricted Subsidiary or was merged with or into Casella
or any Restricted Subsidiary since the beginning of such period) shall have made
any Investment, Revocation, acquisition, disposition, merger or consolidation
that would have required adjustment pursuant to this definition, then the
Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma
effect thereto for such period as if such Investment, Revocation, acquisition,
disposition, merger or consolidation had occurred at the beginning of the
applicable Four Quarter Period.

          If such Person or any of its Restricted Subsidiaries directly or
indirectly Guarantees Indebtedness of a Person other than Casella or a
Restricted Subsidiary, the preceding paragraph will give effect to the
incurrence of such Guaranteed Indebtedness as if such Person or any Restricted
Subsidiary of such Person had directly incurred or otherwise assumed such
Guaranteed Indebtedness.

          Furthermore, in calculating "Consolidated Fixed Charges" for purposes
of determining the denominator (but not the numerator) of this "Consolidated
Fixed Charge Coverage Ratio,"

          (1)     interest on outstanding Indebtedness determined on a
                  fluctuating basis as of the Transaction Date and which will
                  continue to be so determined thereafter shall be deemed to
                  have accrued at a fixed rate per annum equal to the weighted
                  average rate of interest during the Four Quarter Period;

          (2)     if interest on any Indebtedness actually incurred on the
                  Transaction Date may optionally be determined at an interest
                  rate based upon a factor of a prime or similar rate, a
                  eurocurrency interbank offered rate, or other rates, then the
                  interest rate in effect on the Transaction Date will be deemed
                  to have been in effect during the Four Quarter Period; and

          (3)     notwithstanding clause (1) above, interest on Indebtedness
                  determined on a fluctuating basis, to the extent such interest
                  is covered by agreements relating to Hedging Obligations,
                  shall be deemed to accrue at the weighted average rate per
                  annum during the Four Quarter Period resulting after giving
                  effect to the operation of such agreements.



                                       -9-

          "CONSOLIDATED FIXED CHARGES" means, with respect to any Person for any
period, the sum, without duplication, of

          (1)     Consolidated Interest Expense, PLUS

          (2)     the amount of all dividend payments on any series of Preferred
                  Stock of such Person and its Restricted Subsidiaries (other
                  than dividends paid in Qualified Capital Stock and other than
                  dividends paid to such Person or to a Restricted Subsidiary of
                  such Person) paid, accrued or scheduled to be paid or accrued
                  during such period (PROVIDED that dividends paid by the
                  increase in liquidation preference, or the issuance, of
                  Disqualified Capital Stock shall be valued at the amount of
                  such increase in liquidation preference or the value of the
                  liquidation preference of such issuance, as applicable).

          "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, the sum of, without duplication,

          (1)     the aggregate of the interest expense of such Person and its
                  Restricted Subsidiaries for such period determined on a
                  consolidated basis in accordance with GAAP, including, without
                  limitation,

                  -    any amortization of debt discount and amortization or
                       write-off of deferred financing costs, excluding (x) the
                       write-off of deferred financing costs as a result of the
                       prepayments of Indebtedness on the Issue Date described
                       in the Offering Circular and (y) the amortization of
                       deferred financing costs recorded as of the Issue Date in
                       connection with the Notes and the Senior Credit Facility;

                  -    the net costs under Hedging Obligations, excluding the
                       cost of terminating interest rate swaps in connection
                       with the prepayment of Indebtedness on the Issue Date
                       described in the Offering Circular;

                  -    all capitalized interest; and

                  -    the interest portion of any deferred payment obligation;

          (2)     the interest component of Capital Lease Obligations and
                  Attributable Debt paid, accrued and/or scheduled to be paid or
                  accrued by such Person and its Restricted Subsidiaries during
                  such period as determined on a consolidated basis in
                  accordance with GAAP; and



                                      -10-

          (3)     all interest on any Indebtedness of the type described in
                  clause (a) or (b) of the concluding sentence of the first
                  paragraph of the definition of "Indebtedness."

          "CONSOLIDATED NET INCOME" means, with respect to any Person (such
Person, for purposes of this definition, the "REFERENT PERSON"), for any period,
the net income (or loss) of the Referent Person and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
PROVIDED that there shall be excluded from such net income (loss), to the extent
otherwise included therein, without duplication,

          (1)     after-tax gains or losses on Asset Sales or other asset sales
                  outside the ordinary course of business or abandonments or
                  reserves relating thereto;

          (2)     after-tax extraordinary gains or extraordinary losses
                  determined in accordance with GAAP;

          (3)     the net income (but not loss) of any Restricted Subsidiary of
                  the Referent Person to the extent that the declaration of
                  dividends or similar distributions by that Restricted
                  Subsidiary of that income is restricted;

          (4)     the net income or loss of any Person that is not a Restricted
                  Subsidiary of the Referent Person except to the extent of cash
                  dividends or distributions paid to the Referent Person or to a
                  Wholly Owned Restricted Subsidiary of the Referent Person
                  (subject, in the case of a dividend or distribution paid to a
                  Restricted Subsidiary, to the limitation contained in clause
                  (3) above);

          (5)     any restoration to income of any contingency reserve, except
                  to the extent that provision for such reserve was made out of
                  Consolidated Net Income accrued at any time following the
                  Issue Date;

          (6)     the net income of any Person earned prior to the date it
                  becomes a Restricted Subsidiary of the Referent Person or is
                  merged or consolidated with the Referent Person or any
                  Restricted Subsidiary of the Referent Person;

          (7)     in the case of a successor to the Referent Person by
                  consolidation or merger or as a transferee of the Referent
                  Person's assets, any earnings of the successor corporation
                  prior to such consolidation, merger or transfer of assets;



                                      -11-

          (8)     gains or losses from the cumulative effect of any change in
                  accounting principles; and

          (9)     the write-off of deferred financing costs as a result of, and
                  the costs of terminating interest rate swaps in connection
                  with, the prepayments of Indebtedness on the Issue Date
                  described in the Offering Circular.

          "CONSOLIDATED NET WORTH" means, with respect to any Person as of any
date, the sum of:

          (1)     the consolidated equity of the common stockholders of such
                  Person and its consolidated Subsidiaries as of such date; PLUS

          (2)     the respective amounts reported on such Person's balance sheet
                  as of such date with respect to any series of preferred stock
                  (other than Disqualified Capital Stock) that by its terms is
                  not entitled to the payment of dividends unless such dividends
                  may be declared and paid only out of net earnings in respect
                  of the year of such declaration and payment, but only to the
                  extent of any cash received by such Person upon issuance of
                  such preferred stock.

          "CONSOLIDATED NON-CASH CHARGES" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash charges
of such Person and its Restricted Subsidiaries reducing the Consolidated Net
Income of such Person and its Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP (excluding any such charges
constituting an extraordinary item or loss or any such charge which requires an
accrual of or a reserve for cash charges for any future period).

          "CONTINUING DIRECTOR" means, as of any date of determination, any
member of the Board of Directors of Casella who:

          (1)     was a member of such Board of Directors on the date of this
                  Indenture; or

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

          "CORPORATE TRUST OFFICE" means the corporate trust office of the
Trustee located at Goodwin Square, 23rd floor, 225 Asylum Street, Hartford,
Connecticut 06103, Attention: Corporate Trust Services, or such other office,
designated by the Trustee by written notice



                                      -12-

to the Company, at which at any particular time its corporate trust business
shall be administered.

          "COVERAGE RATIO EXCEPTION" has the meaning set forth in the first
paragraph of Section 4.10.

          "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

          "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

          "DEPOSITORY" shall mean The Depository Trust Company, New York, New
York, or a successor thereto registered under the Exchange Act or other
applicable statute or regulation.

          "DESIGNATED SENIOR DEBT" means (1) the Senior Credit Facility and all
Hedging Obligations with respect thereto and (2) any other Senior Debt permitted
under this Indenture (a) the principal amount of which is $25.0 million or more
and (b) that has been designated by Casella as "Designated Senior Debt."

          "DISINTERESTED DIRECTOR" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of Casella
who (1) does not have any material direct or indirect financial interest in or
with respect to such transaction or series of related transactions and (2) is
not an Affiliate, officer, director or employee of any Person (other than
Casella or any Restricted Subsidiary) who has any direct or indirect financial
interest in or with respect to such transaction or series of related
transactions.

          "DISQUALIFIED CAPITAL STOCK" means any class or series of Capital
Stock of any Person that by its terms or otherwise is

          (1)     required to be redeemed or is redeemable at the option of the
                  holder of such class or series of Capital Stock at any time on
                  or prior to the date that is 91 days after the Stated Maturity
                  of the principal of the Notes; or

          (2)     convertible into or exchangeable at the option of the holder
                  thereof for Capital Stock referred to in clause (1) above or
                  Indebtedness having a scheduled maturity on or prior to the
                  date that is 91 days after the Stated Maturity of the
                  principal of the Notes.

Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Capital Stock solely because the holders of the Capital Stock have
the right to require the issuer



                                      -13-

thereof to repurchase such Capital Stock upon the occurrence of a "change of
control" or "asset sale" will not constitute Disqualified Capital Stock if such
requirement only becomes operative after compliance with such terms applicable
to the Notes, including the purchase of any Notes tendered pursuant thereto.

          "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

          "EXCHANGE AND REGISTRATION RIGHTS AGREEMENT" means the Exchange and
Registration Rights Agreement dated as of January 21, 2003 among Casella, the
Guarantors and the Initial Purchasers.

          "EXCHANGE NOTES" has the meaning set forth in the Exchange and
Registration Rights Agreement.

          "EXISTING INDEBTEDNESS" means Indebtedness of Casella and its
Restricted Subsidiaries in existence on the Issue Date (after giving effect to
the use of proceeds from the offering of the Notes on the Issue Date and the
initial borrowings under the Senior Credit Facility as described in the Offering
Circular under the caption "Use of Proceeds") other than Indebtedness under the
Senior Credit Facility and Indebtedness owed to Casella or any of its
Subsidiaries, until such amounts are repaid.

          "FOREIGN SUBSIDIARY" means any Restricted Subsidiary of Casella
organized under the laws of, and conducting a substantial portion of its
business in, any jurisdiction other than the United States of America or any
State thereof or the District of Columbia.

          "FOUR QUARTER PERIOD" has the meaning set forth in the definition of
"Consolidated Fixed Charge Coverage Ratio."

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

          "GLOBAL NOTE" shall mean one or more IAI Global Notes, Regulation S
Global Notes and 144A Global Notes.



                                      -14-

          "GREENFIBER" means US GreenFiber LLC, a Delaware limited liability
company.

          "GUARANTEE" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

          "GUARANTORS" means:

          (1) each of the following Restricted Subsidiaries of Casella:

     All Cycle Waste, Inc., a Vermont corporation;
     Alternate Energy, Inc., a Massachusetts corporation;
     Atlantic Coast Fibers, Inc., a Delaware corporation;
     B. and C. Sanitation Corporation, a New York corporation;
     Blasdell Development Group, Inc., a New York corporation;
     Bristol Waste Management, Inc., a Vermont corporation;
     Casella NH Investors Co., LLC, a Delaware limited liability company;
     Casella NH Power Co., LLC, a Delaware limited liability company;
     Casella RTG Investors Co., LLC, a Delaware limited liability company;
     Casella Transportation, Inc., a Vermont corporation;
     Casella Waste Management of Massachusetts, Inc., a Massachusetts
       corporation;
     Casella Waste Management of N.Y., Inc., a New York corporation;
     Casella Waste Management of Pennsylvania, Inc., a Pennsylvania corporation;
     Casella Waste Management, Inc., a Vermont corporation;
     Data Destruction Services, Inc., a Maine corporation;
     Fairfield County Recycling, Inc., a Delaware corporation;
     FCR Camden, Inc., a Delaware corporation;
     FCR Florida, Inc., a Delaware corporation;
     FCR Greensboro, Inc., a Delaware corporation;
     FCR Greenville, Inc., a Delaware corporation;
     FCR Morris, Inc., a Delaware corporation;
     FCR Plastics, Inc., a Delaware corporation;
     FCR Redemption, Inc., a Delaware corporation;
     FCR Tennessee, Inc., a Delaware corporation;
     FCR Virginia, Inc., a Delaware corporation;
     FCR, Inc., a Delaware corporation;
     Forest Acquisitions, Inc., a New Hampshire corporation;
     Grasslands Inc., a New York corporation;
     Hakes C & D Disposal, Inc., a New York corporation;



                                      -15-

     Hiram Hollow Regeneration Corp., a New York corporation;
     The Hyland Facility Associates, a New York general partnership;
     K-C International, Ltd., an Oregon corporation;
     KTI Bio Fuels, Inc., a Maine corporation;
     KTI Energy of Virginia, Inc., a Virginia corporation;
     KTI Environmental Group, Inc., a New Jersey corporation;
     KTI New Jersey Fibers, Inc., a Delaware corporation;
     KTI Operations Inc., a Delaware corporation;
     KTI Recycling of New England, Inc., a Maine corporation;
     KTI Recycling of New Jersey, Inc., a Delaware corporation;
     KTI Specialty Waste Services, Inc., a Maine corporation;
     KTI, Inc., a New Jersey corporation;
     Maine Energy Recovery Company, Limited Partnership, a Maine limited
       partnership;
     Mecklenburg County Recycling, Inc., a Connecticut corporation;
     Natural Environmental, Inc., a New York corporation;
     New England Landfill Solutions, LLC, a Massachusetts limited liability
       company;
     New England Waste Services of Massachusetts, Inc., a Massachusetts
       corporation;
     New England Waste Services of ME, Inc., a Maine corporation;
     New England Waste Services of N.Y., Inc., a New York corporation;
     New England Waste Services of Vermont, Inc., a Vermont corporation;
     New England Waste Services, Inc., a Vermont corporation;
     Newbury Waste Management, Inc., a Vermont corporation;
     North Country Environmental Services, Inc., a Virginia corporation;
     Northern Properties Corporation of Plattsburgh, a New York corporation;
     Northern Sanitation, Inc., a New York corporation;
     PERC, Inc., a Delaware corporation;
     PERC Management Company Limited Partnership, a Maine limited partnership;
     Pine Tree Waste, Inc., a Maine corporation;
     R.A. Bronson Inc., a New York corporation;
     ReSource Recovery of Cape Cod, Inc., a Massachusetts corporation;
     Resource Recovery Systems of Sarasota, Inc., a Florida corporation;
     Resource Recovery Systems, Inc., a Delaware corporation;
     ReSource Transfer Services, Inc., a Massachusetts corporation;
     ReSource Waste Systems, Inc., a Massachusetts corporation;
     Rochester Environmental Park, LLC, a Massachusetts limited liability
       company;
     Schultz Landfill, Inc., a New York corporation;
     Sunderland Waste Management, Inc., a Vermont corporation;
     U.S. Fiber, Inc., a North Carolina corporation;
     Waste-Stream Inc., a New York corporation;



                                      -16-

     Westfield Disposal Service, Inc., a New York corporation;
     Winters Brothers, Inc., a Vermont corporation; and

          (2) each other Subsidiary of Casella that executes a Subsidiary
              Guarantee in accordance with the provisions of this Indenture;

and their respective successors and assigns, and in each case, until such Person
is released from its Subsidiary Guarantee in accordance with the provisions of
this Indenture.

          "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under:

          (1)     interest rate swap agreements, interest rate cap agreements
                  and interest rate collar agreements, foreign currency collar
                  agreements, foreign currency hedging agreements or foreign
                  currency swap agreements or other similar arrangements or
                  agreements; and

          (2)     forward contracts, commodity swap agreements, commodity option
                  agreements or other similar agreements or arrangements.

          "HOLDER" or "NOTEHOLDER" means the registered holder of any Note.

          "IAI GLOBAL NOTE" means a permanent global security in the form of
EXHIBIT A hereto bearing the legend in EXHIBIT B and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depository or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold to the Initial Purchasers as set
forth in the Offering Circular.

          "INCUR" means to directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to any Indebtedness and "incurrence" shall have a
correlative meaning. For the avoidance of doubt, the accrual of interest,
accretion or amortization of original issue discount and increase in the
liquidation preference of preferred stock in lieu of payment of cash dividends
thereon shall not be an incurrence; PROVIDED, in each such case, that the amount
thereof is included in Consolidated Fixed Charges of Casella as accrued in the
respective period. For the avoidance of doubt, Existing Indebtedness shall be
deemed to have been incurred prior to the date of this Indenture.

          "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

          (1)     in respect of borrowed money;



                                      -17-

          (2)     evidenced by bonds, notes, debentures or similar instruments
                  or letters of credit (or reimbursement agreements in respect
                  thereof);

          (3)     in respect of banker's acceptances;

          (4)     representing Capital Lease Obligations;

          (5)     representing the balance deferred and unpaid of the purchase
                  price of any property, except any such balance that
                  constitutes an accrued expense or trade payable;

          (6)     representing any Hedging Obligations;

          (7)     representing any Disqualified Capital Stock of such Person and
                  any Preferred Stock issued by a Restricted Subsidiary of such
                  Person; or

          (8)     in respect of Attributable Debt,

if and to the extent any of the preceding items (other than letters of credit,
Hedging Obligations, Disqualified Capital Stock and Preferred Stock) would
appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term "Indebtedness" includes (a) all
Indebtedness of others secured by a Lien on any asset of the specified Person
(whether or not such Indebtedness is assumed by the specified Person), and (b)
to the extent not otherwise included, the Guarantee by such Person of any
Indebtedness of any other Person.

          The amount of any Indebtedness outstanding as of any date shall be:

          (1)     the accreted value thereof, in the case of any Indebtedness
                  issued with original issue discount;

          (2)     the maximum fixed price upon the mandatory redemption or
                  repurchase (including upon the option of the holder), in the
                  case of Disqualified Capital Stock of such Person;

          (3)     the maximum voluntary or involuntary liquidation preferences
                  plus accrued and unpaid dividends, in the case of Preferred
                  Stock of a Restricted Subsidiary of such Person; and

          (4)     the principal amount thereof, together with any interest
                  thereon that is more than 30 days past due or is redeemable at
                  the option of the holder, in the case of any other
                  Indebtedness.



                                      -18-

          "INDENTURE" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

          "INITIAL PURCHASERS" means Goldman, Sachs & Co., Fleet Securities,
Inc., Banc of America Securities LLC, ABN AMRO Incorporated and Comerica
Securities, Inc.

          "INTEREST" means, with respect to the Notes, interest and any
Liquidated Damages on the Notes.

          "INTEREST PAYMENT DATE" means the Stated Maturity of an installment of
interest on the Notes.

          "INVESTMENTS" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions, purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. "Investment" excludes (1) extensions of trade
credit by Casella and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of Casella or such Restricted
Subsidiary, as the case may be, and (2) any purchase, redemption or other
acquisition or retirement for value of any Capital Stock of Casella or any
warrants, options or other rights to purchase or acquire any such Capital Stock.
If Casella or any Restricted Subsidiary of Casella sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of
Casella such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of Casella, Casella shall be deemed
to have made an Investment on the date of any such sale or disposition equal to
the fair market value of the Equity Interests of such Restricted Subsidiary not
sold or disposed of in an amount determined as provided in the penultimate
paragraph of Section 4.11. The amount of any Investment shall be the original
cost of such Investment, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment
but less all cash distributions constituting a return of capital.

          "ISSUE DATE" means January 24, 2003, the date of original issuance of
the Notes.

          "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof (other than an operating lease), any option or other
agreement to sell or give a security interest in and any filing of or agreement
to



                                      -19-

give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction.

          "LIQUIDATED DAMAGES" has the meaning set forth in the Exchange and
Registration Rights Agreement.

          "MATURITY DATE" means February 1, 2013.

          "MOODY'S" means Moody's Investors Service, Inc. or any successor
thereto.

          "NET PROCEEDS" means the aggregate cash proceeds received by Casella
or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the
direct costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case after taking into account any available tax credits
or deductions and any tax sharing arrangements and amounts required to be
applied to the repayment of Indebtedness, other than Senior Debt, secured by a
Lien on the asset or assets that were the subject of such Asset Sale.

          "NON-U.S. PERSON" has the meaning assigned to such term in
Regulation S.

          "NOTES" means, collectively, Casella's 9.75% Senior Subordinated Notes
due 2013 issued in accordance with Section 2.02 (whether on the Issue Date or
thereafter) treated as a single class of securities under this Indenture, as
amended or supplemented from time to time in accordance with the terms of this
Indenture.

          "OBLIGATIONS" means, with respect to any Indebtedness, the principal,
premium, if any, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing such
Indebtedness.

          "OFFERING CIRCULAR" means the offering circular of Casella and the
Guarantors dated January 21, 2003 relating to the Notes.

          "OFFICER" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Controller, or the Secretary of such Person.

          "OFFICERS' CERTIFICATE" means a certificate signed on behalf of
Casella by any one of the following: the Chief Executive Officer, the President,
the Vice President-Finance, the Chief Financial Officer, Treasurer, Controller
or the Secretary of Casella and delivered to the Trustee.



                                      -20-

          "144A GLOBAL NOTE" means a permanent global security in registered
form representing the aggregate principal amount of Notes sold in reliance on
Rule 144A under the Securities Act.

          "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to Casella, a Guarantor or the Trustee.

          "PERMITTED BUSINESS" means the business of Casella and its Restricted
Subsidiaries conducted on the Issue Date and businesses ancillary or reasonably
related thereto, which, for purposes hereof, shall include the business
conducted by GreenFiber and businesses ancillary or reasonably related thereto.

          "PERMITTED HOLDER" means Berkshire Partners LLC and its Affiliates.

          "PERMITTED INVESTMENTS" means:

          (1)     any Investment in Cash Equivalents;

          (2)     any Investment in Casella or any Guarantor;

          (3)     any Investment by Casella or any of its Restricted
                  Subsidiaries in a Person, if as a result of such Investment:

                  (a)  such Person becomes a Guarantor; or

                  (b)  such Person is merged, consolidated or amalgamated with
                       or into, or transfers or conveys substantially all of its
                       assets to, or is liquidated into, Casella or a Guarantor;

          (4)     any Investment made as a result of the receipt of non-cash
                  consideration from an Asset Sale that was made pursuant to and
                  in compliance with the provisions of Section 4.13 or any
                  transaction not constituting an Asset Sale by reason of the
                  $5.0 million threshold contained in clause (1) of the
                  definition thereof;

          (5)     any Investment acquired in exchange for the issuance of, or
                  acquired with the net cash proceeds of any substantially
                  concurrent issuance and sale of, Qualified Capital Stock;
                  PROVIDED that no such issuance or sale shall increase the
                  Basket;



                                      -21-

          (6)     loans and advances in the ordinary course of business to
                  employees, officers or directors of Casella or any of its
                  Restricted Subsidiaries in an aggregate amount not to exceed
                  $2.0 million at any one time outstanding;

          (7)     Hedging Obligations permitted by clause (6) of the second
                  paragraph of Section 4.10;

          (8)     Investments in securities of trade creditors or customers
                  received in settlement of obligations or upon the bankruptcy
                  or insolvency of such trade creditors of customers pursuant to
                  any plan of reorganization or similar arrangement; and

          (9)     other Investments in any Person having an aggregate fair
                  market value (measured on the date each such Investment was
                  made and without giving effect to subsequent changes in
                  value), when taken together with all other Investments made
                  pursuant to this clause (9) since the date of this Indenture,
                  not exceeding $15.0 million at any one time outstanding.

          The amount of Investments outstanding at any time pursuant to clause
(9) above shall be deemed to be reduced, without duplication:

          (a)     upon the disposition or repayment of or return on any
                  Investment made pursuant to clause (9) above, by an amount
                  equal to the return of capital with respect to such Investment
                  to Casella or any of its Restricted Subsidiaries (to the
                  extent not included in the computation of Consolidated Net
                  Income), less the cost of the disposition of such Investment
                  and net of taxes;

          (b)     upon a redesignation of an Unrestricted Subsidiary as a
                  Restricted Subsidiary, by an amount equal to the lesser of (x)
                  the fair market value of Casella's proportionate interest in
                  such Subsidiary immediately following such redesignation, and
                  (y) the aggregate amount of Investments in such Subsidiary
                  that increased (and did not previously decrease) the amount of
                  Investments outstanding pursuant to clause (9) above; and

          (c)     upon the making of an Investment in a Person that was not a
                  Restricted Subsidiary of Casella immediately prior to the
                  making of such Investment but that subsequently becomes a
                  Restricted Subsidiary of Casella, by an amount equal to the
                  lesser of (x) the fair market value of Casella's proportionate
                  interest in such Subsidiary immediately following



                                      -22-

                  such redesignation, and (y) the aggregate amount of
                  Investments in such Subsidiary that increased (and did not
                  previously decrease) the amount of Investments outstanding
                  pursuant to clause (9) above.

          "PERMITTED JUNIOR SECURITIES" means: (1) Equity Interests in Casella
or any Guarantor; or (2) debt securities of Casella or any Guarantor that are
subordinated to all Senior Debt and any debt securities issued in exchange for
Senior Debt to substantially the same extent as, or to a greater extent than,
the Notes and the Subsidiary Guarantees are subordinated to Senior Debt pursuant
to this Indenture.

          "PERMITTED LIENS" means:

          (1)     Liens on assets of Casella or any Guarantor to secure Senior
                  Debt of Casella or such Guarantor;

          (2)     Liens in favor of Casella or any Restricted Subsidiary;

          (3)     Liens on property of a Person existing at the time such Person
                  is merged with or into or consolidated with Casella or any
                  Restricted Subsidiary of Casella; PROVIDED that such Liens
                  were in existence prior to the contemplation of such merger or
                  consolidation and do not extend to any assets other than those
                  of the Person merged into or consolidated with Casella or its
                  Restricted Subsidiary;

          (4)     Liens on property existing at the time of acquisition thereof
                  by Casella or any Restricted Subsidiary of Casella; PROVIDED
                  that such Liens were in existence prior to the contemplation
                  of such acquisition and do not extend to any assets other than
                  the property so acquired;

          (5)     Liens to secure the performance of statutory obligations,
                  surety or appeal bonds, performance bonds or other obligations
                  of a like nature incurred in the ordinary course of business;

          (6)     Liens to secure Indebtedness permitted by clause (3) of the
                  second paragraph of Section 4.10 covering only the assets
                  acquired with such Indebtedness;

          (7)     Liens existing on the date of this Indenture and continuation
                  statements with respect to such Liens filed in accordance with
                  the provisions of the Uniform Commercial Code or similar state
                  commercial codes;



                                      -23-

          (8)     judgment Liens not giving rise to an Event of Default so long
                  as such Lien is adequately bonded and any appropriate legal
                  proceedings which may have been duly initiated for the review
                  of such judgment shall not have been finally terminated or the
                  period within which such proceedings may be initiated shall
                  not have expired;

          (9)     Liens securing Permitted Refinancing Indebtedness which is
                  incurred to refinance any Indebtedness which has been secured
                  by a Lien permitted under this Indenture and which has been
                  incurred in accordance with the provisions of this Indenture;
                  PROVIDED that such Liens (A) are not materially less favorable
                  to the Holders and are not materially more favorable to the
                  lienholders with respect to such Liens than the Liens in
                  respect of the Indebtedness being refinanced and (B) do not
                  extend to or cover any property or assets of Casella or any of
                  its Restricted Subsidiaries not securing the Indebtedness so
                  refinanced;

          (10)    Liens upon specific items of inventory or other goods and
                  proceeds of any Person securing such Person's obligations in
                  respect of bankers' acceptances issued or created for the
                  account of such Person to facilitate the purchase, shipment or
                  storage of such inventory or other goods;

          (11)    Liens securing reimbursement obligations with respect to
                  letters of credit which encumber documents and other property
                  relating to such letters of credit and products and proceeds
                  thereof;

          (12)    Liens for taxes, assessments or governmental charges or claims
                  that are not yet delinquent or that are being contested in
                  good faith by appropriate proceedings promptly instituted and
                  diligently concluded, PROVIDED that any reserve or other
                  appropriate provision as shall be required in conformity with
                  GAAP shall have been made therefor;

          (13)    Liens securing Hedging Obligations;

          (14)    deposits or pledges made in connection with, or to secure
                  payment of, workmen's compensation, unemployment insurance,
                  old age pensions or other social security obligations;

          (15)    Liens of carriers, warehousemen, mechanics and materialmen,
                  and other like liens incurred in the ordinary course of
                  business;



                                      -24-

          (16)    Liens on any landfill acquired after the Issue Date securing
                  reasonable royalty or similar payments (determined by
                  reference to volume or weight utilized) due to the seller of
                  such landfill as a consequence of such acquisition;

          (17)    Liens on the Capital Stock of Hardwick Landfill, Inc., Roach
                  Enterprises, LLC or their successors or on the Capital Stock
                  of any Restricted Subsidiary acquiring the assets of such
                  companies securing the Obligations of Casella incurred in
                  connection with the acquisition of Hardwick Landfill, Inc.,
                  Roach Enterprises, LLC or their assets to the sellers thereof;
                  and

          (18)    other Liens incurred in the ordinary course of business of
                  Casella or any Restricted Subsidiary of Casella with respect
                  to obligations that do not exceed $5.0 million at any one time
                  outstanding.

          "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of Casella
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to refinance other Indebtedness of Casella or any of
its Restricted Subsidiaries; PROVIDED that:

          (1)     the principal amount (or accreted value, if applicable) or
                  liquidation preference of such Permitted Refinancing
                  Indebtedness does not exceed the principal amount of (or
                  accreted value, if applicable), plus accrued interest and
                  premium, if any, on the Indebtedness, or the liquidation
                  preference, plus accrued dividends and premium, if any, on the
                  Preferred Stock, so refinanced (plus the amount of reasonable
                  expenses incurred in connection therewith);

          (2)     such Permitted Refinancing Indebtedness has a final maturity
                  date, or mandatory redemption date, later than the final
                  maturity date, or mandatory redemption date as applicable, of,
                  and has a Weighted Average Life to Maturity equal to or
                  greater than the Weighted Average Life to Maturity of, the
                  Indebtedness or Preferred Stock being refinanced;

          (3)     if the Indebtedness being refinanced is subordinated in right
                  of payment to the Notes, such Permitted Refinancing
                  Indebtedness is subordinated in right of payment to the Notes
                  on terms at least as favorable to the Holders of Notes as
                  those contained in the documentation governing the
                  Indebtedness being refinanced;



                                      -25-

          (4)     if the Indebtedness being refinanced ranks PARI PASSU with the
                  Notes, such Permitted Refinancing Indebtedness ranks PARI
                  PASSU with, or is subordinated in right of payment to, the
                  Notes;

          (5)     Preferred Stock shall be refinanced only with Preferred Stock;
                  and

          (6)     the obligor(s) on the Permitted Refinancing Indebtedness
                  thereof shall include only obligor(s) on such Indebtedness
                  being refinanced, Casella and/or one or more of the
                  Guarantors.

          "PERSON" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture or a
governmental agency or political subdivision thereof.

          "PREFERRED STOCK" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemption or upon liquidation.

          "PRIVATE PLACEMENT LEGEND" means the legends initially set forth on
the Notes in the form set forth in EXHIBIT B.

          "PUBLIC EQUITY OFFERING" means any underwritten public offering of
common stock of Casella.

          "PURCHASE MONEY OBLIGATIONS" means Indebtedness of Casella or any of
its Restricted Subsidiaries incurred for the purpose of financing all or any
part of the purchase price, or the cost of construction or improvement, of any
assets to be used in the business of Casella or such Restricted Subsidiary;
PROVIDED, HOWEVER, that (1) the aggregate amount of such Indebtedness shall not
exceed such purchase price or cost, (2) such Indebtedness shall be incurred no
later than 180 days after the acquisition of such assets or such construction or
improvement and (3) such Indebtedness shall not be secured by any assets of
Casella or any of its Restricted Subsidiaries other than the assets so acquired,
constructed or improved.

          "QUALIFIED CAPITAL STOCK" means any Capital Stock of Casella that is
not Disqualified Capital Stock.

          "QUALIFIED INSTITUTIONAL BUYER" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

          "RECORD DATE" means the applicable Record Date specified in the Notes;
PROVIDED that if any such date is not a Business Day, the Record Date shall be
the first day immediately preceding such specified day that is a Business Day.



                                      -26-

          "REDEMPTION DATE," when used with respect to any Note to be redeemed,
means the date fixed for such redemption pursuant to this Indenture and the
Notes.

          "REDEMPTION PRICE," when used with respect to any Note to be redeemed,
means the price fixed for such redemption, payable in immediately available
funds, pursuant to this Indenture and the Notes.

          "REFINANCE" means to extend, refinance, renew, replace, defease or
refund, including successively; and "refinancing" and "refinanced" shall have
correlative meanings.

          "REGULATION S" means Regulation S under the Securities Act.

          "REGULATION S GLOBAL NOTE" means a permanent global security in
registered form representing the aggregate principal amount of Notes sold in
reliance on Regulation S under the Securities Act.

          "REPRESENTATIVE" means the indenture trustee or other trustee, agent
or representative in respect of any Designated Senior Debt; PROVIDED that if,
and for so long as, any Designated Senior Debt lacks such a representative, then
the Representative for such Designated Senior Debt shall at all times constitute
the holders of a majority in outstanding principal amount of such Designated
Senior Debt.

          "RESPONSIBLE OFFICER" means, when used with respect to the Trustee,
any officer in the Corporate Trust Office of the Trustee to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject and shall also mean any officer who shall have
direct responsibility for the administration of this Indenture.

          "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

          "RESTRICTED SECURITY" means a Note that constitutes a "Restricted
Security" within the meaning of Rule 144(a)(3) under the Securities Act;
PROVIDED, HOWEVER, that the Trustee shall be entitled to request and
conclusively rely on an Opinion of Counsel with respect to whether any Note
constitutes a Restricted Security.

          "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

          "RULE 144A" means Rule 144A under the Securities Act.



                                      -27-

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

          "SALE AND LEASEBACK TRANSACTION" means an arrangement relating to
property now owned or hereafter acquired whereby Casella or a Restricted
Subsidiary of Casella transfers such property to a Person and Casella or a
Restricted Subsidiary of Casella leases it from such Person.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

          "SENIOR CREDIT FACILITY" means the Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated on or about the Issue Date,
among Casella, the Guarantors, Fleet National Bank, as administrative agent,
Bank of America, N.A., as syndication agent, and the lenders party thereto,
including any notes, guarantees, collateral and security documents (including
mortgages, pledge agreements and other security arrangements), instruments and
agreements executed in connection therewith, and in each case as amended or
refinanced from time to time, including any agreement or agreements extending
the maturity of, refinancing or otherwise restructuring (including increasing
the amount of borrowings or other Indebtedness outstanding or available to be
borrowed thereunder) all or any portion of the Indebtedness under such
agreement, and any successor or replacement agreement or agreements with the
same or any other borrowers, agents, creditors, lenders or group of creditors or
lenders.

          "SENIOR DEBT" means:

          (1)     all Indebtedness outstanding under the Senior Credit Facility,
                  and all Hedging Obligations with respect thereto;

          (2)     any other Indebtedness permitted to be incurred by Casella or
                  a Guarantor under the terms of this Indenture, unless the
                  instrument under which such Indebtedness is incurred expressly
                  provides that it is on a parity with the Notes or subordinated
                  in right of payment to the Notes or any other Indebtedness of
                  Casella; and

          (3)     all Obligations with respect to the items listed in the
                  preceding clauses (1) and (2) (including any interest accruing
                  subsequent to the filing of a petition of bankruptcy at the
                  rate provided for in the documentation with respect thereto,
                  whether or not such interest is an allowed claim under
                  applicable law).



                                      -28-

Notwithstanding anything to the contrary in the preceding, Senior Debt will not
include:

          (1)     any liability for federal, state, local or other taxes owed or
                  owing by Casella;

          (2)     any Indebtedness of Casella to any of its Subsidiaries or
                  other Affiliates;

          (3)     any trade payables; or

          (4)     any Indebtedness that is incurred in violation of this
                  Indenture (but, as to any such obligation, no such violation
                  shall be deemed to exist for purposes of this clause (4) if
                  the holders(s) of such obligation or their Representative
                  shall have received an Officers' Certificate of Casella to the
                  effect that the incurrence of such Indebtedness does not (or,
                  in the case of revolving credit Indebtedness, that the
                  incurrence of the entire committed amount thereof at the date
                  of the initial borrowing thereunder is made would not) violate
                  this Indenture).

          "SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK" means shares of
Casella's Series A Redeemable Convertible Preferred Stock under the Certificate
of Designations therefor in effect on the date of this Indenture or as
thereafter amended in a manner not materially adverse to the Holders.

          "SIGNIFICANT SUBSIDIARY" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect
on the date hereof or (2) any Restricted Subsidiary that, when aggregated with
all other Restricted Subsidiaries that are not otherwise Significant
Subsidiaries and as to which any event described in clause (7), (8) or (9) of
Section 6.01 has occurred and is continuing, would constitute a Significant
Subsidiary under clause (1) of this definition.

          "SPECIFIED ASSETS" means K-C International Ltd., the brokerage
business of KTI Recycling of New England Inc., the brokerage business of Pine
Tree Waste Inc., US GreenFiber LLC, KTI New Jersey Fibers, Inc., Atlantic
Coast Fibers, Inc., Casella NH Investors Co., LLC, Casella NH Power Co., LLC,
Casella RTG Investors Co., LLC, RTG Holdings Corporation and the companies
and assets comprising the FCR operating segment, or the successors of the
foregoing only with respect to the businesses conducted by the foregoing on
the date of this Indenture.



                                      -29-

          "STATED MATURITY" means, with respect to any installment of interest
or principal on any Indebtedness, the date on which such payment of interest or
principal is scheduled to be paid in the documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.

          "SUBSIDIARY" means, with respect to any Person:

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

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

          "SUBSIDIARY GUARANTEE" means the subordinated Guarantee by each
Guarantor of Casella's payment obligations under this Indenture and the Notes,
executed pursuant to this Indenture.

          "TAX" means any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

          "TAXING AUTHORITY" means any government or political subdivision or
territory or possession of any government or any authority or agency therein or
thereof having power to tax.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of the execution of this
Indenture until such time as this Indenture is qualified under the TIA, and
thereafter as in effect on the date on which this Indenture is qualified under
the TIA, except as otherwise provided in Section 9.04.

          "TRANSACTION DATE" means the date of the transaction giving rise to
the need to calculate the Consolidated Fixed Charge Coverage Ratio.

          "TRANSFER" means to sell, assign, transfer, lease (other than pursuant
to an operating lease entered into in the ordinary course of business), convey
or otherwise dispose of, including by Sale and Leaseback Transaction,
consolidation, merger or otherwise.



                                      -30-

          "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

          "UNRESTRICTED SECURITIES" means one or more Notes that do not and are
not required to bear the Private Placement Legend in the form set forth in
EXHIBIT B, including, without limitation, the Exchange Notes.

          "UNRESTRICTED SUBSIDIARY" of any Person means

          -    any Subsidiary of such Person that at the time of determination
               has been designated an Unrestricted Subsidiary, and has not been
               redesignated a Restricted Subsidiary, in accordance with Section
               4.19; and

          -    any Subsidiary of such Unrestricted Subsidiary.

          "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of, and
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged and which
are not callable or redeemable at the issuer's option.

          "U.S. LEGAL TENDER" means such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts.

          "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees of such
Person.

          "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness or Disqualified Capital Stock at any date, the number of years
obtained by dividing:

          (1)     the sum of the products obtained by multiplying (a) the amount
                  of each then remaining installment, sinking fund, serial
                  maturity or other required payment of principal or liquidation
                  preference, including payment at final maturity, in respect
                  thereof, by (b) the number of years (calculated to the nearest
                  one-twelfth) that will elapse between such date and the making
                  of such payment; by

          (2)     the then outstanding principal amount or liquidation
                  preference of such Indebtedness or Disqualified Capital Stock.



                                      -31-

          "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

SECTION 1.02.  OTHER DEFINITIONS.



               Term                                         Defined in Section
               ----                                         ------------------
                                                               
"Affiliate Transaction"                                            4.14

"Alternate Offer"                                                  4.09

"Asset Sale Offer"                                                 4.13

"Asset Sale Offer Amount"                                          4.13

"Asset Sale Payment"                                               4.13

"Asset Sale Payment Date"                                          4.13

"Basket"                                                           4.11

"Change of Control Offer"                                          4.09

"Change of Control Payment"                                        4.09

"Change of Control Payment Date"                                   4.09

"Covenant Defeasance"                                              8.02

"Designation"                                                      4.19

"Event of Default"                                                 6.01

"Excess Proceeds"                                                  4.13

"Guarantee Obligations"                                           11.01

"Legal Defeasance"                                                 8.02

"Non-Payment Default"                                             10.02

"Participants"                                                     2.15

"Paying Agent"                                                     2.03

"Payment Blockage Notice"                                         10.02

"Payment Blockage Period"                                         10.02

"Payment Default"                                                 10.02




                                      -32-



               Term                                         Defined in Section
               ----                                         ------------------
                                                                
"Permitted Debt"                                                   4.10

"Physical Notes"                                                   2.01

"Registrar"                                                        2.03

"Replacement Assets"                                               4.13

"Restricted Payments"                                              4.11

"Revocation"                                                       4.19

"Surviving Person"                                                 5.01


SECTION 1.03.  INCORPORATION BY REFERENCE OF TIA.

          Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

          "INDENTURE SECURITIES" means the Notes.

          "INDENTURE SECURITY HOLDER" means a Holder or a Noteholder.

          "INDENTURE TO BE QUALIFIED" means this Indenture.

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

          "OBLIGOR" on the indenture securities means Casella, any Guarantor or
any other obligor on the Notes.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04.  RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

          (1)     a term has the meaning assigned to it;

          (2)     an accounting term not otherwise defined has the meaning
     assigned to it in accordance with GAAP;



                                      -33-

          (3)     "or" is not exclusive;

          (4)     words in the singular include the plural, and words in the
     plural include the singular;

          (5)     provisions apply to successive events and transactions;

          (6)     "herein," "hereof" and other words of similar import refer to
     this Indenture as a whole and not to any particular Article, Section or
     other subdivision; and

          (7)     the words "including," "includes" and similar words shall be
     deemed to be followed by "without limitation."

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.  FORM AND DATING.

          The Notes and the Trustee's certificate of authentication shall be
substantially in the form of EXHIBIT A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Casella
shall approve the form of the Notes and any notation, legend or endorsement on
them. Each Note shall be dated the date of its issuance and show the date of its
authentication. Each Note shall have an executed Subsidiary Guarantee from each
of the Guarantors endorsed thereon substantially in the form of EXHIBIT E.

          The terms and provisions contained in the Notes and the Subsidiary
Guarantees shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, Casella, the Guarantors and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

          Notes offered and sold in reliance on Rule 144 and Notes offered and
sold in reliance on Regulation S shall be issued initially in the form of one or
more Global Notes, substantially in the form set forth in EXHIBIT A, deposited
with the Trustee, as custodian for the Depository, duly executed by Casella (and
having an executed Subsidiary Guarantee from each of the Guarantors endorsed
thereon) and authenticated by the Trustee as hereinafter provided and shall bear
the legends set forth in EXHIBIT B. The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depository, as hereinafter
provided.



                                      -34-

          Notes issued in exchange for interests in a Global Note pursuant to
Section 2.16 may be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in EXHIBIT A (the "PHYSICAL
NOTES").

SECTION 2.02.  EXECUTION AND AUTHENTICATION.

          One Officer of Casella (who shall have been duly authorized by all
requisite corporate actions) shall sign the Notes for Casella by manual or
facsimile signature.

          If an Officer whose signature is on a Note or Subsidiary Guarantee, as
the case may be, was an Officer at the time of such execution but no longer
holds that office at the time the Trustee authenticates the Note, the Note shall
nevertheless be valid.

          A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

          The Trustee shall authenticate Notes for original issue on the Issue
Date in the aggregate principal amount of $150,000,000 upon a written order of
Casella in the form of an Officers' Certificate. In addition, the Trustee shall
authenticate Notes thereafter in unlimited amount (so long as not otherwise
prohibited by the terms of this Indenture, including without limitation, Section
4.10) for original issue upon a written order of Casella in the form of an
Officers' Certificate. Each such Officers' Certificate shall specify the amount
of Notes to be authenticated and the date on which the Notes are to be
authenticated.

          The Trustee may appoint an authenticating agent reasonably acceptable
to Casella to authenticate Notes. Unless otherwise provided in the appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with Casella and Affiliates of Casella.

          The Notes shall be issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof.

SECTION 2.03.  REGISTRAR AND PAYING AGENT.

          Casella shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where (a) Notes may be presented or surrendered
for registration of transfer or for exchange ("REGISTRAR"), (b) Notes may be
presented or surrendered for payment ("PAYING AGENT") and (c) notices and
demands to or upon Casella in respect of the Notes and this Indenture may be
served. Casella may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes



                                      -35-

and may from time to time rescind such designations; PROVIDED, HOWEVER, that no
such designation or rescission shall in any manner relieve Casella of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York, for such purposes. Casella may act as its own Registrar or Paying
Agent, except that for the purposes of Articles Three and Eight and Sections
4.09 and 4.13, neither Casella nor any Affiliate of Casella shall act as Paying
Agent. The Registrar shall keep a register of the Notes and of their transfer
and exchange. Casella, upon notice to the Trustee, may have one or more
co-Registrars and one or more additional paying agents reasonably acceptable to
the Trustee. The term "Paying Agent" includes any additional paying agent.
Casella initially appoints the Trustee as Registrar and Paying Agent until such
time as the Trustee has resigned or a successor has been appointed.

          Casella shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall implement the
provisions of this Indenture that relate to such Agent. Casella shall notify the
Trustee, in advance, of the name and address of any such Agent. If Casella fails
to maintain a Registrar or Paying Agent, the Trustee shall act as such.

SECTION 2.04.  PAYING AGENT TO HOLD ASSETS IN TRUST.

          Casella shall require each Paying Agent other than the Trustee to
agree in writing that, subject to Article Ten and Section 11.02, each Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all assets
held by the Paying Agent for the payment of principal of, or interest on, the
Notes (whether such assets have been distributed to it by Casella or any other
obligor on the Notes), and shall notify the Trustee of any Default by Casella
(or any other obligor on the Notes) in making any such payment. Casella at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by Casella to the Paying
Agent, the Paying Agent shall have no further liability for such assets.

SECTION 2.05.  HOLDER LISTS.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, Casella shall furnish to the
Trustee at least two (2) Business Days prior to each Interest Payment Date and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Holders, which list may be conclusively relied upon by the Trustee.



                                      -36-

SECTION 2.06.  TRANSFER AND EXCHANGE.

          Subject to Sections 2.15 and 2.16, when Notes are presented to the
Registrar or a co-Registrar with a request to register the transfer of such
Notes or to exchange such Notes for an equal principal amount of Notes of other
authorized denominations, the Registrar or co-Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transaction are met; PROVIDED, HOWEVER, that the Notes surrendered for transfer
or exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to Casella and the Registrar or co-Registrar, duly
executed by the Holder thereof or his or her attorney duly authorized in
writing. To permit registrations of transfers and exchanges, Casella shall
execute and the Trustee shall authenticate Notes at the Registrar's or
co-Registrar's request. No service charge shall be made for any registration of
transfer or exchange, but Casella may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith.

          The Registrar or co-Registrar shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the opening
of business 15 days before the mailing of a notice of redemption of Notes and
ending at the close of business on the day of such mailing, (ii) selected for
redemption in whole or in part pursuant to Article Three, except the unredeemed
portion of any Note being redeemed in part, and (iii) during a Change of Control
Offer, an Alternate Offer or an Asset Sale Offer if such Note is tendered
pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer
and not withdrawn.

          Any Holder of a beneficial interest in a Global Note shall, by
acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Notes may be effected only through a book-entry system
maintained by the Holder of such Global Note (or its agent), and that ownership
of a beneficial interest in the Note shall be required to be reflected in a
book-entry system.

SECTION 2.07.  REPLACEMENT NOTES.

          If a mutilated Note is surrendered to the Trustee or if the Holder of
a Note claims that the Note has been lost, destroyed or wrongfully taken,
Casella shall issue and the Trustee shall authenticate a replacement Note if the
Trustee's requirements are met. Such Holder must provide an indemnity bond or
other indemnity, sufficient in the judgment of both Casella and the Trustee, to
protect Casella, the Trustee or any Agent from any loss which any of them may
suffer if a Note is replaced. Casella may charge such Holder for its reasonable
out-of-pocket expenses in replacing a Note pursuant to this Section 2.07,
including reasonable fees and expenses of counsel and of the Trustee.



                                      -37-

          Every replacement Note is an additional obligation of Casella and
every replacement Subsidiary Guarantee shall constitute an additional obligation
of the Guarantor thereof.

SECTION 2.08.  OUTSTANDING NOTES.

          Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. A Note
does not cease to be outstanding because Casella, the Guarantors or any of their
respective Affiliates holds the Note (subject to the provisions of
Section 2.09).

          If a Note is replaced pursuant to Section 2.07 (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding unless a
Responsible Officer of the Trustee receives proof satisfactory to it that the
replaced Note is held by a BONA FIDE purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.

          If the principal amount of any Note is considered paid under
Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a
Redemption Date or the Maturity Date the Trustee or Paying Agent (other than
Casella or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government
Obligations sufficient to pay all of the principal and interest due on the Notes
payable on that date, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

SECTION 2.09.  TREASURY NOTES.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by Casella
or any of its Affiliates shall be disregarded, except that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be disregarded.

SECTION 2.10.  TEMPORARY NOTES.

          Until definitive Notes are ready for delivery, Casella may prepare and
the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that
Casella considers appropriate for temporary Notes. Without unreasonable delay,
Casella shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes. Until such exchange, temporary Notes shall be
entitled to the same rights, benefits and privileges as definitive Notes.
Notwithstanding


                                      -38-

the foregoing, so long as the Notes are represented by a Global Note, such
Global Note may be in typewritten form.

SECTION 2.11.  CANCELLATION.

          Casella at any time may deliver Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for transfer, exchange or payment. The Trustee, or at the
direction of the Trustee, the Registrar or the Paying Agent (other than Casella
or a Subsidiary), and no one else, shall cancel and, at the written direction of
Casella, shall dispose of all Notes surrendered for transfer, exchange, payment
or cancellation in accordance with its customary procedures. Subject to Section
2.07, Casella may not issue new Notes to replace Notes that it has paid or
delivered to the Trustee for cancellation. If Casella or any Guarantor shall
acquire any of the Notes, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation pursuant to this
Section 2.11.

SECTION 2.12.  DEFAULTED INTEREST.

          If Casella defaults in a payment of interest on the Notes, it shall,
unless the Trustee fixes another record date pursuant to Section 6.10, pay the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner. Casella may pay the defaulted interest
to the persons who are Holders on a subsequent special record date, which date
shall be the fifteenth day next preceding the date fixed by Casella for the
payment of defaulted interest or the next succeeding Business Day if such date
is not a Business Day. At least 15 days before any such subsequent special
record date, Casella shall mail to each Holder, with a copy to the Trustee, a
notice that states the subsequent special record date, the payment date and the
amount of defaulted interest, and interest payable on such defaulted interest,
if any, to be paid.

SECTION 2.13.  CUSIP NUMBER.

          Casella in issuing the Notes may use a "CUSIP" number, and if so, the
Trustee shall use the CUSIP number in notices of redemption or exchange as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. Casella will promptly
notify the Trustee of any change in the CUSIP numbers.



                                      -39-

SECTION 2.14.  DEPOSIT OF MONEYS.

          Prior to 10:00 a.m. New York City time on each Interest Payment Date,
Maturity Date, Redemption Date, Change of Control Payment Date and Asset Sale
Offer Payment Date, Casella shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control
Payment Date and Asset Sale Offer Payment Date, as the case may be, in a timely
manner which permits the Paying Agent to remit payment to the Holders on such
Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment
Date and Asset Sale Offer Payment Date, as the case may be.

SECTION 2.15.  BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.

          (a)     The Global Notes initially shall (i) be registered in the name
of the Depository or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear legends as set forth in
EXHIBIT B.

          Members of, or participants in, the Depository ("PARTICIPANTS") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Note, and the Depository may be treated by Casella, the Trustee and any
agent of Casella or the Trustee as the absolute owner of the Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
Casella, the Trustee or any agent of Casella or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and Participants, the operation
of customary practices governing the exercise of the rights of a Holder of any
Note.

          (b)     Transfers of Global Notes shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Section 2.16. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in Global Notes if (i) the Depository notifies Casella that it is
unwilling or unable to continue as Depository for any Global Note and a
successor Depository is not appointed by Casella, with a copy to the Trustee,
within 90 days of such notice or (ii) a Default has occurred and is continuing
and the Registrar has received a written request from the Depository to issue
Physical Notes.

          (c)     In connection with any transfer or exchange of a portion of
the beneficial interest in a Global Note to beneficial owners pursuant to
paragraph (b) of this Section 2.15, the Registrar shall (if one or more Physical
Notes are to be issued) reflect on its books



                                      -40-

and records the date and a decrease in the principal amount of such Global Note
in an amount equal to the principal amount of the beneficial interest in the
Global Note to be transferred, and Casella shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Notes of authorized denominations
in an aggregate principal amount equal to the principal amount of the beneficial
interest in the Global Note so transferred.

          (d)     In connection with the transfer of a Global Note as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and (i) Casella shall execute, (ii) the Guarantors shall execute
notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written
instructions from Casella authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in such
Global Note, an equal aggregate principal amount of Physical Notes of authorized
denominations.

          (e)     Any Physical Note constituting a Restricted Security delivered
in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of
this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the
Private Placement Legend.

          (f)     The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Notes.

SECTION 2.16.  SPECIAL TRANSFER PROVISIONS.

          (a)     TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS AND
NON-U.S. PERSONS. The following provisions shall apply with respect to the
registration of any proposed transfer of a Restricted Security to any
Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

          (i)     the Registrar shall register the transfer of any Restricted
     Security, whether or not such Note bears the Private Placement Legend, if
     (x) the requested transfer is after the second anniversary of the Issue
     Date; PROVIDED, HOWEVER, that neither Casella nor any Affiliate of Casella
     has held any beneficial interest in such Note, or portion thereof, at any
     time on or prior to the second anniversary of the Issue Date or (y) (1) in
     the case of a transfer to an Institutional Accredited Investor which is not
     a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered
     to the Registrar a certificate substantially in the form of EXHIBIT C
     hereto and any legal opinions and certifications required thereby and (2)
     in the case of a transfer to a Non-U.S. Person, the proposed transferor has
     delivered to the Registrar a certificate substantially in the form of
     EXHIBIT D hereto;



                                      -41-

          (ii)    if the proposed transferee is a Participant and the Notes to
     be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the IAI Global Note or Regulation S Global
     Note, as the case may be, upon receipt by the Registrar of the Physical
     Note and (x) written instructions given in accordance with the Depository's
     and the Registrar's procedures and (y) the appropriate certificate, if any,
     required by clause (y) of paragraph (i) above, the Registrar shall register
     the transfer and reflect on its books and records the date and an increase
     in the principal amount of the IAI Global Note or Regulation S Global Note,
     as the case may be, in an amount equal to the principal amount of Physical
     Notes to be transferred, and the Registrar shall cancel the Physical Notes
     so transferred; and

          (iii)   if the proposed transferor is a Participant seeking to
     transfer an interest in a Global Note, upon receipt by the Registrar of (x)
     written instructions given in accordance with the Depository's and the
     Registrar's procedures and (y) the appropriate certificate, if any,
     required by clause (y) of paragraph (i) above, the Registrar shall register
     the transfer and reflect on its books and records the date and (A) a
     decrease in the principal amount of the Global Note from which such
     interests are to be transferred in an amount equal to the principal amount
     of the Notes to be transferred and (B) an increase in the principal amount
     of the IAI Global Note or the Regulation S Global Note, as the case may be,
     in an amount equal to the principal amount of the Notes to be transferred.

          (b)     TRANSFERS TO QIBS. The following provisions shall apply with
respect to the registration of any proposed transfer of a Restricted Security to
a QIB:

          (i)     the Registrar shall register the transfer of any Restricted
     Security, whether or not such Note bears the Private Placement Legend, if
     (x) the requested transfer is after the second anniversary of the Issue
     Date; PROVIDED, HOWEVER, that neither Casella nor any Affiliate of Casella
     has held any beneficial interest in such Note, or portion thereof, at any
     time on or prior to the second anniversary of the Issue Date or (y) such
     transfer is being made by a proposed transferor who has checked the box
     provided for on the form of Note stating, or has otherwise advised Casella
     and the Registrar in writing, that the sale has been made in compliance
     with the provisions of Rule 144A to a transferee who has signed the
     certification provided for on the form of Note stating, or has otherwise
     advised Casella and the Registrar in writing, that it is purchasing the
     Note for its own account or an account with respect to which it exercises
     sole investment discretion and that it and any such account is a QIB within
     the meaning of Rule 144A, and is aware that the sale to it is being made in
     reliance on Rule 144A and acknowledges that it has received such
     information regarding Casella as it has requested pursuant to Rule 144A or
     has determined not to request such information



                                      -42-

     and that it is aware that the transferor is relying upon its foregoing
     representations in order to claim the exemption from registration provided
     by Rule 144A;

          (ii)    if the proposed transferee is a Participant and the Notes to
     be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the 144A Global Note, upon receipt by the
     Registrar of the Physical Note and written instructions given in accordance
     with the Depository's and the Registrar's procedures, the Registrar shall
     register the transfer and reflect on its book and records the date and an
     increase in the principal amount of the 144A Global Note in an amount equal
     to the principal amount of Physical Notes to be transferred, and the
     Registrar shall cancel the Physical Notes so transferred; and

          (iii)   if the proposed transferor is a Participant seeking to
     transfer an interest in the IAI Global Note or the Regulation S Global
     Note, upon receipt by the Registrar of written instructions given in
     accordance with the Depository's and the Registrar's procedures, the
     Registrar shall register the transfer and reflect on its books and records
     the date and (A) a decrease in the principal amount of the IAI Global Note
     or the Regulation S Global Note, as the case may be, in an amount equal to
     the principal amount of the Notes to be transferred and (B) an increase in
     the principal amount of the 144A Global Note in an amount equal to the
     principal amount of the Notes to be transferred.

          (c)     RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES.
Notwithstanding any other provisions of this Indenture, a Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such successor Depository.

          (d)     PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar or
co-Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar or co-Registrar shall deliver only Notes that
bear the Private Placement Legend unless (i) there is delivered to the Trustee
an Opinion of Counsel reasonably satisfactory to Casella and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (ii) such Note has been offered pursuant to an effective registration
statement under the Securities Act.

          (e)     GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set



                                      -43-

forth in this Indenture and in the Private Placement Legend and agrees that it
will transfer such Note only as provided in this Indenture.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16.
Casella shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

          The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among Depositary Participants or
beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

          The Trustee shall have no responsibility for the actions or omissions
of the Depository, or the accuracy of the books and records of the Depository.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.  NOTICES TO TRUSTEE.

          If Casella elects to redeem Notes pursuant to Section 5 or Section 6
of the Notes, it shall notify the Trustee in writing of the Redemption Date, the
Redemption Price and the principal amount of Notes to be redeemed. Casella shall
give notice of redemption to the Paying Agent and Trustee at least 30 days but
not more than 60 days before the Redemption Date (unless a shorter notice shall
be agreed to by the Trustee in writing), together with an Officers' Certificate
stating that such redemption will comply with the conditions contained herein.

SECTION 3.02.  SELECTION OF NOTES TO BE REDEEMED.

          If less than all of the Notes are to be redeemed at any time, the
Trustee will select Notes for redemption as follows:



                                      -44-

          -    if the Notes are listed on a national securities exchange, in
               compliance with the requirements of the principal national
               securities exchange on which the Notes are listed; or

          -    if the Notes are not so listed, on a PRO RATA basis, by lot or by
               such method as the Trustee shall deem fair and appropriate;

PROVIDED that, in the case of such redemption pursuant to Section 6 of the Notes
or with Net Proceeds from an Asset Sale pursuant to the provisions of clause (3)
of the second paragraph of Section 4.13, the Trustee will select the Notes on a
PRO RATA basis or on as nearly a PRO RATA basis as practicable (subject to the
procedures of the Depository).

          No Notes of $1,000 or less shall be redeemed in part.

SECTION 3.03.  NOTICE OF REDEMPTION.

          At least 30 days but not more than 60 days before a Redemption Date,
Casella shall mail a notice of redemption by first class mail, postage prepaid,
to each Holder whose Notes are to be redeemed at its registered address. At
Casella's request, the Trustee shall forward the notice of redemption in
Casella's name and at Casella's expense. Each notice for redemption shall
identify the Notes (including the CUSIP number) to be redeemed and shall state:

          (1)     the Redemption Date;

          (2)     the Redemption Price and the amount of accrued interest, if
     any, to be paid;

          (3)     the name and address of the Paying Agent;

          (4)     that Notes called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price plus accrued interest, if any;

          (5)     that, unless Casella defaults in making the redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the Redemption Date, and the only remaining right of the Holders of
     such Notes is to receive payment of the Redemption Price upon surrender to
     the Paying Agent of the Notes redeemed;

          (6)     if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the Redemption
     Date, and upon surrender of such Note, a new Note or Notes in aggregate
     principal amount equal to the unredeemed portion thereof will be issued;



                                      -45-

          (7)     if fewer than all the Notes are to be redeemed, the
     identification of the particular Notes (or portion thereof) to be redeemed,
     as well as the aggregate principal amount of Notes to be redeemed and the
     aggregate principal amount of Notes to be outstanding after such partial
     redemption; and

          (8)     the Section of the Notes pursuant to which the Notes are to be
     redeemed.

          The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Note designated for redemption in whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Note. Notices of redemption may not be conditional.

SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become due and payable on the Redemption Date and at
the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
Redemption Price (which shall include accrued interest thereon to the Redemption
Date), but installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business
on the relevant Record Dates. On and after the Redemption Date interest shall
cease to accrue on Notes or portions thereof called for redemption.

SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

          On or before 10:00 a.m. New York time on the Redemption Date, Casella
shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the
Redemption Price plus accrued interest, if any, of all Notes to be redeemed on
that date.

          If Casella complies with the preceding paragraph, then, unless Casella
defaults in the payment of such Redemption Price plus accrued interest, if any,
interest on the Notes to be redeemed will cease to accrue on and after the
applicable Redemption Date, whether or not such Notes are presented for payment.

SECTION 3.06.  NOTES REDEEMED IN PART.

          If any Note is to be redeemed in part only, the notice of redemption
that relates to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note or Notes in principal amount equal to the
unredeemed portion of the original Note or



                                      -46-

Notes shall be issued in the name of the Holder thereof upon cancellation of the
original Note or Notes.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.  PAYMENT OF NOTES.

          Casella shall pay the principal of (and premium, if any) and interest
on the Notes in the manner provided in the Notes, the Exchange and Registration
Rights Agreement and this Indenture. An installment of principal of or interest
on the Notes shall be considered paid on the date it is due if the Trustee or
Paying Agent (other than Casella or an Affiliate thereof) holds on that date
U.S. Legal Tender designated for and sufficient to pay the installment. Interest
on the Notes will be computed on the basis of a 360-day year comprised of twelve
30-day months.

          Casella shall pay interest on overdue principal (including, without
limitation, post petition interest in a proceeding under any Bankruptcy Law),
and overdue interest, to the extent lawful, at the same rate PER ANNUM borne by
the Notes.

SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.

          Casella shall maintain in the Borough of Manhattan, The City of New
York, the office or agency required under Section 2.03. Casella shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time Casella shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 12.02.

          Casella may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. Casella will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

          Casella hereby initially designates U.S. Bank National Association,
located at 100 Wall Street, Suite 2000, New York, New York 10005, as such office
of Casella in accordance with Section 2.03.



                                      -47-

SECTION 4.03.  CORPORATE EXISTENCE.

          Except as otherwise permitted by Article Five, Casella shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other existence
of each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each such Restricted Subsidiary and the rights
(charter and statutory) and material franchises of Casella and each of its
Restricted Subsidiaries; PROVIDED, HOWEVER, that Casella shall not be required
to preserve any such right, franchise or corporate existence with respect to
each such Restricted Subsidiary if the loss thereof would not, individually or
in the aggregate, have a material adverse effect on the business, financial
condition or results of operations of Casella and its Restricted Subsidiaries
taken as a whole.

SECTION 4.04.  PAYMENT OF TAXES AND OTHER CLAIMS.

          Each of Casella and the Guarantors shall, and shall cause each of the
respective Subsidiaries to, pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any of its respective
Subsidiaries or upon the income, profits or property of it or any of its
respective Subsidiaries and (b) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a material
liability or Lien upon the property of it or any of its Restricted Subsidiaries;
PROVIDED, HOWEVER, that Casella and the Guarantors shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount the applicability or validity is being contested in good
faith by appropriate proceedings and for which appropriate provision has been
made.

SECTION 4.05.  MAINTENANCE OF PROPERTIES AND INSURANCE.

          (a)     Casella shall cause all material properties owned by or leased
by it or any of its Restricted Subsidiaries used or useful to the conduct of its
business or the business of any of its Restricted Subsidiaries to be maintained
and kept in normal condition, repair and working order and supplied with all
necessary equipment and shall cause to be made all repairs, renewals,
replacements, and betterments thereof, all as in its judgment may be necessary,
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in this
Section 4.05 shall prevent Casella or any of its Restricted Subsidiaries from
discontinuing the use, operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Board of Directors of Casella or any such Restricted Subsidiary desirable
in the conduct of the business of Casella or any such Restricted Subsidiary, and
if such discontinuance or disposal would not, individually or in the aggregate,
have a material



                                      -48-

adverse effect on the ability of Casella or the Guarantors to perform each of
their respective obligations hereunder; PROVIDED, FURTHER, that nothing in this
Section 4.05 shall prevent Casella or any of its Restricted Subsidiaries from
discontinuing or disposing of any properties to the extent otherwise permitted
by this Indenture.

          (b)     Casella shall maintain, and shall cause its Restricted
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are customarily carried by similar businesses of
similar size, including property and casualty loss, workers' compensation and
interruption of business insurance.

SECTION 4.06.  COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

          (a)     Casella shall deliver to the Trustee, within 120 days after
the close of each fiscal year (which on the date hereof is April 30), an
Officers' Certificate stating that a review of the activities of Casella and its
Subsidiaries has been made under the supervision of the signing Officers with a
view to determining whether Casella and each Guarantor has kept, observed,
performed and fulfilled its obligations under this Indenture and further
stating, as to each such Officer signing such certificate, that to the best of
such Officer's knowledge, Casella and each Guarantor during such preceding
fiscal year has kept, observed, performed and fulfilled each and every such
covenant and no Default occurred during such year and at the date of such
certificate there is no Default that has occurred and is continuing or, if such
signers do know of such Default, the certificate shall describe its status with
particularity. The Officers' Certificate shall also notify the Trustee should
Casella elect to change the manner in which it fixes its fiscal year end.

          (b)     Casella shall deliver to the Trustee as soon as possible and
in any event within five days after Casella becomes aware of the occurrence of
any Default an Officers' Certificate specifying the Default and describing its
status with particularity and the action proposed to be taken thereto.

SECTION 4.07.  COMPLIANCE WITH LAWS.

          Casella shall comply, and shall cause each of its Subsidiaries to
comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States, all states and municipalities thereof, and of
any governmental department, commission, board, regulatory authority, bureau,
agency and instrumentality of the foregoing, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except,
in any such case, to the extent the failure to so comply would not, individually
or in the aggregate, have a material adverse effect on the business, financial
condition or results of operations of Casella and its Restricted Subsidiaries
taken as a whole.



                                      -49-

SECTION 4.08.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

          Each of Casella and each Guarantor covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive
Casella or such Guarantor from paying all or any portion of the principal of
and/or interest on the Notes or the Subsidiary Guarantee of any such Guarantor
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture, and (to
the extent that it may lawfully do so) each hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

SECTION 4.09.  CHANGE OF CONTROL.

          If a Change of Control occurs, each Holder of Notes will have the
right to require Casella to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes pursuant to a Change of
Control Offer (the "CHANGE OF CONTROL OFFER"). In the Change of Control Offer,
Casella will offer to pay an amount in cash (the "CHANGE OF CONTROL PAYMENT")
equal to 101% of the aggregate principal amount of Notes repurchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase. Within 30
days following any Change of Control, Casella will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on the date (the "CHANGE OF CONTROL PAYMENT
DATE") specified in such notice, which date shall be a Business Day no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures required by this Indenture and described in such
notice. Such notice shall state:

          (1)     that the Change of Control Offer is being made pursuant to
     this Section 4.09 and that all Notes tendered and not withdrawn will be
     accepted for payment;

          (2)     the purchase price (including the amount of accrued interest)
     and the Change of Control Payment Date;

          (3)     that any Note not tendered will continue to accrue interest;

          (4)     that, unless Casella defaults in making payment therefor, any
     Note accepted for payment pursuant to the Change of Control Offer shall
     cease to accrue interest after the Change of Control Payment Date;



                                      -50-

          (5)     that Holders electing to have a Note purchased pursuant to a
     Change of Control Offer will be required to surrender the Note, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Note completed, to the Paying Agent at the address specified in the notice
     prior to the close of business on the third Business Day prior to the
     Change of Control Payment Date;

          (6)     that Holders will be entitled to withdraw their election if
     the Paying Agent receives, not later than the second Business Day prior to
     the Change of Control Payment Date, a telegram, facsimile transmission or
     letter setting forth the name of the Holder, the principal amount of the
     Notes the Holder delivered for purchase and a statement that such Holder is
     withdrawing his election to have such Note purchased;

          (7)     that Holders whose Notes are purchased only in part will be
     issued new Notes in a principal amount equal to the unpurchased portion of
     the Notes surrendered; and

          (8)     the circumstances and relevant facts regarding such Change of
     Control.

          On or before the Change of Control Payment Date, Casella will, to the
extent lawful:

          -    accept for payment all Notes or portions thereof properly
               tendered pursuant to the Change of Control Offer;

          -    deposit with the Paying Agent U.S. Legal Tender sufficient to pay
               the Change of Control Payment in respect of all Notes or portions
               thereof so tendered; and

          -    deliver or cause to be delivered to the Trustee the Notes so
               accepted together with an Officers' Certificate stating the
               aggregate principal amount of Notes or portions thereof being
               purchased by Casella.

          The Paying Agent will promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; PROVIDED that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof.

          Prior to complying with any of the provisions of this Section 4.09,
but in any event within 90 days following a Change of Control, Casella will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding



                                      -51-

Senior Debt to permit the repurchase of Notes required by this covenant. Casella
will publicly announce the results of the Change of Control Offer as soon as
practicable after the Change of Control Payment Date.

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

          Notwithstanding the foregoing, Casella shall not be required to make a
Change of Control Offer, as provided above, if, in connection with or in
contemplation of any Change of Control, it or a third party has made an offer to
purchase (an "ALTERNATE OFFER") any and all Notes validly tendered at a cash
price equal to or higher than the Change of Control Payment and has purchased
all Notes properly tendered in accordance with the terms of such Alternate
Offer. The Alternate Offer must comply with all the other provisions applicable
to the Change of Control Offer, shall remain, if commenced prior to the Change
of Control, open for acceptance until the consummation of the Change of Control
and must permit Holders to withdraw any tenders of Notes made into the Alternate
Offer until the final expiration or consummation thereof.

          Casella will comply, and will cause any third party making a Change of
Control Offer or an Alternate Offer to comply, with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with a Change of Control Offer or an Alternate Offer. To the extent the
provisions of any applicable securities laws or regulations conflict with the
provisions of this Indenture relating to a Change of Control Offer, Casella will
not be deemed to have breached its obligations under this Indenture by virtue of
complying with such laws or regulations.

SECTION 4.10.  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

          On or after the date of this Indenture (i) Casella will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly, incur
any Indebtedness (including Acquired Debt), and (ii) Casella will not issue any
Disqualified Capital Stock and will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock; PROVIDED that Casella or
any Guarantor may incur Indebtedness (including Acquired Debt), and Casella may
issue Disqualified Capital Stock, if the Consolidated Fixed Charge Coverage
Ratio is at least 2.0 to 1.0 (this proviso, the "COVERAGE RATIO EXCEPTION").



                                      -52-

          The first paragraph of this Section 4.10 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"PERMITTED DEBT"):

          (1)     Indebtedness and letters of credit under the Senior Credit
     Facility (with letters of credit being deemed to have a principal amount
     equal to the maximum potential liability of Casella and its Restricted
     Subsidiaries thereunder) in an aggregate principal amount not to exceed
     $375.0 million LESS the aggregate amount of all Net Proceeds of Asset Sales
     applied by Casella or any of its Subsidiaries since the date of this
     Indenture to repay Indebtedness under the Senior Credit Facility pursuant
     to clause (1) of the second paragraph of Section 4.13;

          (2)     the Notes issued on the Issue Date, the Exchange Notes and the
     Subsidiary Guarantees thereof;

          (3)     Capital Lease Obligations and Purchase Money Obligations, and
     Permitted Refinancing Indebtedness thereof, in an aggregate amount not to
     exceed $10.0 million at any time outstanding;

          (4)     Permitted Refinancing Indebtedness in exchange for, or the net
     proceeds of which are used to refinance, (x) Existing Indebtedness or (y)
     Indebtedness incurred under the Coverage Ratio Exception or clause (2) of
     this paragraph or this clause (4);

          (5)     Indebtedness owed by Casella or any of its Restricted
     Subsidiaries to Casella or any of its Restricted Subsidiaries; PROVIDED
     that:

                  (a)  if Casella or any Guarantor is the obligor on such
          Indebtedness, such Indebtedness must be expressly subordinated to the
          prior payment in full in cash of all Obligations with respect to the
          Notes, in the case of Casella, or the Subsidiary Guarantee of such
          Guarantor, in the case of a Guarantor; and

                  (b)  (x) any subsequent issuance or transfer of Equity
          Interests that results in any such Indebtedness being held by a Person
          other than Casella or a Wholly Owned Restricted Subsidiary thereof and
          (y) any sale or other transfer of any such Indebtedness to a Person
          that is not either Casella or a Wholly Owned Restricted Subsidiary
          thereof shall be deemed, in each case, to constitute an incurrence of
          such Indebtedness by Casella or such Restricted Subsidiary, as the
          case may be, that was not permitted by this clause (5);

          (6)     Hedging Obligations with respect to (a) interest rates on any
     Indebtedness that is permitted by the terms of this Indenture to be
     outstanding, (b) foreign currency



                                      -53-

     exchange rates, (c) prices of recycled paper, fiber, aluminum, tin, glass,
     rubber, plastics or other recycled products or (d) the price of fuel
     required for the operations of the businesses of Casella and its Restricted
     Subsidiaries; PROVIDED that (i) any such Hedging Obligation of the type
     described in clauses (b) through (d) will be permitted by this clause (6)
     only if it was entered into to protect Casella and its Restricted
     Subsidiaries from fluctuations in foreign currency exchange rates, the
     prices of recycled paper, fiber, aluminum, tin, glass, rubber, plastics or
     other recycled products or fuel covered by such agreements, as applicable,
     and not for speculative purposes, (ii) in the case of Hedging Obligations
     of the type described in clause (a) above, any such Hedging Obligations
     will be permitted by this clause (6) only to the extent the notional
     principal amount of such Hedging Obligations, when incurred, does not
     exceed the principal amount of the Indebtedness to which such Hedging
     Obligations relate and (iii) in the case of Hedging Obligations of the type
     described in clause (b) above, such Hedging Obligations do not increase the
     Indebtedness of Casella and its Restricted Subsidiaries outstanding other
     than as a result of fluctuations in foreign currency exchange rates or by
     reason of fees, indemnities and compensation payable thereunder;

          (7)     obligations in the ordinary course of business in respect of
     workers' compensation claims, self-insurance obligations, performance,
     surety and similar bonds and completion bonds and bid guarantees with
     respect to the assets or business of Casella or any of its Restricted
     Subsidiaries;

          (8)     (x) the Guarantee by Casella or any Guarantor of Indebtedness
     of Casella or a Guarantor and (y) the guarantee by any Restricted
     Subsidiary that is not a Guarantor of Indebtedness of any other Restricted
     Subsidiary that is not a Guarantor; PROVIDED that, in each case, the
     Indebtedness being guaranteed is permitted to be incurred by another
     provision of this Indenture;

          (9)     indemnification, adjustment of purchase price or similar
     obligations, in each case, incurred or assumed in connection with the
     disposition of any business or assets of Casella or any of its Restricted
     Subsidiaries or Capital Stock of any of its Restricted Subsidiaries;
     PROVIDED that the maximum aggregate liability in respect of all of such
     obligations outstanding under this clause (9) shall at no time exceed the
     gross proceeds including non-cash proceeds (the fair market value of such
     non-cash proceeds being measured at the time received and without giving
     effect to any subsequent changes in value) actually received by Casella and
     its Restricted Subsidiaries in connection with such dispositions;

          (10)    Acquired Debt incurred by the debtor prior to the time that
     the debtor thereunder was acquired by or merged into Casella or any of its
     Subsidiaries, or prior to the time that the related asset was acquired by
     Casella or any of its Subsidiaries, and



                                      -54-

     was not incurred in connection with, or in contemplation of, such
     acquisition or merger, and Permitted Refinancing Indebtedness thereof, in
     an aggregate amount not to exceed $10.0 million at any time outstanding;

          (11)    Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds; PROVIDED that such Indebtedness is extinguished within five business
     days of incurrence; and

          (12)    additional Indebtedness in an aggregate amount not to exceed
     $10.0 million at any time outstanding.

          Notwithstanding any other provision in this Section 4.10, the maximum
amount of Indebtedness that Casella or any of its Restricted Subsidiaries may
incur pursuant to this covenant shall not be deemed to be exceeded as a result
of fluctuations in exchange rates of currencies. The outstanding principal
amount of any particular Indebtedness shall be counted only once and any
obligation arising under any Guarantee, Lien, letter of credit or similar
instrument supporting such Indebtedness shall be disregarded, so long as the
obligor is permitted to incur such obligation. For purposes of determining
compliance with this Section 4.10, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (12) above, or is entitled to be incurred
pursuant to the Coverage Ratio Exception, Casella will be permitted to divide
and classify such item of Indebtedness on the date of its incurrence in any
manner that complies with this covenant (PROVIDED that all Indebtedness
outstanding under the Senior Credit Facility on the Issue Date shall be deemed
to have been incurred pursuant to clause (1) of the preceding paragraph).

SECTION 4.11.  RESTRICTED PAYMENTS.

          Casella will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

          (i)     declare or pay any dividend or make any other payment or
     distribution on account of Casella's or any of its Restricted Subsidiaries'
     Equity Interests (including, without limitation, any payment in connection
     with any merger or consolidation involving Casella or any of its Restricted
     Subsidiaries) or to the direct or indirect holders of Casella's or any of
     its Restricted Subsidiaries' Equity Interests in their capacity as such
     (other than dividends or distributions payable solely in Qualified Capital
     Stock or dividends or distributions payable to Casella or any of its
     Restricted Subsidiaries);



                                      -55-

          (ii)    purchase, redeem or otherwise acquire or retire for value
     (including, without limitation, in connection with any merger or
     consolidation involving Casella or any of its Restricted Subsidiaries) any
     Equity Interests of Casella or any direct or indirect parent of Casella or
     any Restricted Subsidiary of Casella (other than any such Equity Interests
     owned by Casella or any of its Restricted Subsidiaries);

          (iii)   make any payment on or with respect to, or purchase, redeem,
     prepay, decrease, defease or otherwise acquire or retire for value, any
     Indebtedness that is expressly subordinated in right of payment to the
     Notes or any Subsidiary Guarantee, except (x) any payment of interest or
     principal at the Stated Maturity thereof, (y) any payment made with
     Qualified Capital Stock and (z) any payment made to Casella or any of its
     Restricted Subsidiaries; or

          (iv)    make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time of
and after giving effect to such Restricted Payment:

          (1)     no Default has occurred and is continuing or would occur as a
     consequence thereof;

          (2)     Casella would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable Four Quarter Period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Coverage Ratio Exception; and

          (3)     such Restricted Payment, together with the aggregate amount of
     all other Restricted Payments made by Casella and its Restricted
     Subsidiaries after the date of this Indenture (excluding Restricted
     Payments permitted by clauses (2), (3), (4) (only to the extent payable to
     Casella or any of its Restricted Subsidiaries), (5), (7) and (8) of the
     next succeeding paragraph), is less than the sum (the "BASKET"), without
     duplication, of

                  (a)  50% of the Consolidated Net Income of Casella for the
          period (taken as one accounting period) from the beginning of the
          first fiscal quarter commencing after the Issue Date to the end of
          Casella's most recently ended fiscal quarter for which internal
          financial statements are available at the time of such Restricted
          Payment (or, if such Consolidated Net Income for such period is a
          deficit, less 100% of such deficit), PLUS



                                      -56-

                  (b)  100% of the aggregate net cash proceeds received by
          Casella since the Issue Date from the issuance and sale of Qualified
          Capital Stock or from the issuance and sale of convertible or
          exchangeable Disqualified Capital Stock or Indebtedness of Casella or
          any of its Restricted Subsidiaries that has been converted into or
          exchanged for Qualified Capital Stock (other than any issuance and
          sale to a Subsidiary of Casella), LESS the amount of any cash, or the
          fair market value of any other assets, distributed by Casella or any
          of its Restricted Subsidiaries upon such conversion or exchange (other
          than to Casella or any of its Restricted Subsidiaries), PLUS

                  (c)  to the extent not otherwise included in the calculation
          of Consolidated Net Income for purposes of clause (a) above, 100% of
          (x) any amount received in cash by Casella or any of its Restricted
          Subsidiaries as dividends, distributions or return of capital from, or
          payment of interest or principal on any loan or advance to, and (y)
          the aggregate net cash proceeds received by Casella or any of its
          Restricted Subsidiaries upon the sale or other disposition of, the
          investee (other than an Unrestricted Subsidiary of Casella) of any
          Investment made by Casella and its Restricted Subsidiaries since the
          Issue Date; PROVIDED that the foregoing sum shall not exceed, in the
          case of any investee, the aggregate amount of Investments previously
          made (and treated as a Restricted Payment) by Casella or any of its
          Restricted Subsidiaries in such investee subsequent to the Issue Date;
          PLUS

                  (d)  to the extent not otherwise included in the calculation
          of Consolidated Net Income for purposes of clause (a) above, 100% of
          (x) any amount received in cash by Casella or any of its Restricted
          Subsidiaries as dividends, distributions or return of capital from, or
          payment of interest or principal on any loan or advance to, or upon
          the sale or other disposition of the Capital Stock of, an Unrestricted
          Subsidiary of Casella and (y) the fair market value of the net assets
          of an Unrestricted Subsidiary of Casella, at the time such
          Unrestricted Subsidiary is redesignated as a Restricted Subsidiary or
          is merged, consolidated or amalgamated with or into, or is liquidated
          into, Casella or any of its Restricted Subsidiaries, multiplied by
          Casella's proportionate interest in such Subsidiary; PROVIDED that the
          foregoing sum shall not exceed, in the case of any Unrestricted
          Subsidiary, the aggregate amount of Investments previously made (and
          treated as a Restricted Payment) by Casella or any of its Restricted
          Subsidiaries in such Unrestricted Subsidiary subsequent to the Issue
          Date; PLUS

                  (e)  to the extent not otherwise included in the calculation
          of Consolidated Net Income for purposes of clause (a) above, 100% of
          the amount of


                                      -57-

          any Investment made (and treated as a Restricted Payment) since the
          Issue Date in a Person that subsequently becomes a Restricted
          Subsidiary of Casella.

          The preceding provisions will not prohibit:

          (1)     the payment of any dividend within 60 days after the date of
     declaration thereof, if at said date of declaration such payment would have
     complied with the provisions of this Indenture;

          (2)     the redemption, repurchase, retirement, defeasance or other
     acquisition of (a) any Indebtedness of Casella or any Guarantor that is
     expressly subordinated in right of payment to the Notes or any Subsidiary
     Guarantee or (b) any Equity Interests of Casella or any of its Restricted
     Subsidiaries in exchange for, or out of the net cash proceeds of the
     substantially concurrent issuance and sale (other than to a Subsidiary of
     Casella) of, Qualified Capital Stock; PROVIDED that the amount of any such
     net cash proceeds that are utilized for any such redemption, repurchase,
     retirement, defeasance or other acquisition shall not increase the Basket;

          (3)     the redemption, repurchase, retirement, defeasance or other
     acquisition of Indebtedness of Casella or any Guarantor which is expressly
     subordinated in right of payment to the Notes or any Subsidiary Guarantee
     with the net cash proceeds from an incurrence of Permitted Refinancing
     Indebtedness;

          (4)     the payment of any dividend or other distribution of earnings
     and profits by a Restricted Subsidiary of Casella to the holders of all of
     its Equity Interests on a PRO RATA basis or to the holders of the Equity
     Interests of GreenFiber in accordance with the terms of the limited
     liability company agreement governing GreenFiber, as in effect at the time
     of such payment;

          (5)     the repurchase of Equity Interests deemed to occur upon the
     exercise of stock options if such Equity Interests represent a portion of
     the exercise price thereof;

          (6)     as long as no Default has occurred and is continuing or would
     be caused thereby, the redemption, repurchase or other acquisition of
     Equity Interests constituting restricted stock repurchased from an employee
     of Casella or any of its Restricted Subsidiaries in connection with the
     termination of employment of such employee, in an amount not to exceed the
     net cash proceeds received from such terminated employee upon issuance of
     such Equity Interests;

          (7)     (i) the redemption in cash on or after August 11, 2007 of the
     shares of Series A Redeemable Convertible Preferred Stock outstanding on
     the date hereof pursuant



                                      -58-

     to the mandatory redemption provisions of the Series A Convertible
     Preferred Stock and (ii) the payment of dividends on the Series A
     Redeemable Convertible Preferred Stock by the increase, at or after the
     relevant dividend payment dates, in the liquidation preference thereof
     equal to the amount of such dividends; and

          (8)     Restricted Payments not to exceed $5.0 million in the
     aggregate since the Issue Date.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by Casella or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities having a fair market value in excess of
$5.0 million that are required to be valued by this covenant shall be determined
in good faith by the Board of Directors, whose resolution with respect thereto
shall be delivered to the Trustee. The Board of Directors' determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the fair market value exceeds
$10.0 million. Not later than the date of making any Restricted Payment, Casella
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.11 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

          In determining whether any Restricted Payment is permitted by this
Section 4.11, Casella may allocate or reallocate all or any portion of such
Restricted Payment between clauses (6) and (8) of the second paragraph of this
Section 4.11 or between such clauses and the Basket; PROVIDED that at the time
of such allocation or reallocation, all such Restricted Payments, or allocated
portions thereof, would be permitted under such provisions.

SECTION 4.12.  LIENS.

          Casella will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness, Attributable Debt or trade
payables on any asset now owned or hereafter acquired, except Permitted Liens,
unless all payments due under this Indenture and the Notes are secured on an
equal and ratable basis with the obligation so secured until such time as such
is no longer secured by a Lien; PROVIDED that if such obligation is by its terms
expressly subordinated to the Notes or any Subsidiary Guarantee, the Lien
securing such obligation shall be subordinate and junior to the Lien securing
the Notes and the Subsidiary Guarantees with the same relative priority as such
subordinate or junior obligation shall have with respect to the Notes and the
Subsidiary Guarantees.



                                      -59-

SECTION 4.13.  ASSET SALES.

          Casella will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          -    Casella or such Restricted Subsidiary, as the case may be,
               receives consideration at the time of such Asset Sale at least
               equal to the fair market value of the assets or Equity Interests
               issued, sold or otherwise disposed of;

          -    such fair market value, if in excess of $5.0 million, is
               determined in good faith by Casella's Board of Directors and
               evidenced by a resolution of the Board of Directors set forth in
               an Officers' Certificate delivered to the Trustee; and

          -    at least 75% of the consideration therefor received by Casella or
               such Restricted Subsidiary is in the form of cash or Cash
               Equivalents and is received at the time of such Asset Sale. For
               purposes of this provision, each of the following shall be deemed
               to be cash:

                       (a)  the amount of any liabilities shown on Casella's or
                  such Restricted Subsidiary's most recent balance sheet (other
                  than contingent liabilities and liabilities that are by their
                  terms subordinated to the Notes or any Subsidiary Guarantee)
                  that are assumed by another Person and from which Casella and
                  its Restricted Subsidiaries are released from further
                  liability; and

                       (b)  any securities, notes or other obligations received
                  by Casella or any such Restricted Subsidiary from such
                  transferee that are promptly (subject to ordinary settlement
                  periods) converted by Casella or such Restricted Subsidiary
                  into cash (to the extent of the cash received in that
                  conversion).

          Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, Casella may apply such Net Proceeds at its option:

          (1)     to repay Senior Debt and, if the Senior Debt repaid is
     revolving credit Indebtedness, to permanently reduce a corresponding amount
     of commitments with respect thereto;

          (2)     to make an investment in or expenditures for assets (excluding
     securities other than Capital Stock of any Person that (A) is or becomes a
     Guarantor or (B) is



                                      -60-

     merged, consolidated or amalgamated with or into, or transfers all or
     substantially all of its assets to, or is liquidated into, Casella or any
     Guarantor) that replace the assets that were the subject of the Asset Sale
     or that will be used in the Permitted Business ("REPLACEMENT ASSETS");
     and/or

          (3)     to redeem Notes pursuant to Section 5 or Section 6 of the
     Notes.

Pending the final application of any such Net Proceeds, Casella may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.

          Any Net Proceeds from Asset Sales that are not applied as provided in
the preceding paragraph will constitute "EXCESS PROCEEDS." When the aggregate
amount of Excess Proceeds exceeds $10.0 million, Casella will make an offer to

          -    all Holders of Notes and

          -    all holders of other Indebtedness that ranks PARI PASSU with the
               Notes containing provisions similar to those set forth in this
               Indenture with respect to offers to purchase or redeem with the
               proceeds of sales of assets

to purchase (an "ASSET SALE OFFER") the maximum principal amount of Notes and
such other PARI PASSU Indebtedness that may be purchased out of the Excess
Proceeds (the "ASSET SALE OFFER AMOUNT"). The offer price for Notes in any Asset
Sale Offer will be equal to 100% of the principal amount of Notes purchased,
plus accrued and unpaid interest, if any, to the date of purchase (the "ASSET
SALE PAYMENT"), and will be payable in U.S. Legal Tender. If the aggregate
principal amount of Notes and such other PARI PASSU Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, Casella shall
select the Notes and such other PARI PASSU Indebtedness to be purchased on a PRO
RATA basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero. Accordingly, if any Excess Proceeds remain
after consummation of an Asset Sale Offer, Casella may use such Excess Proceeds
for any purpose not otherwise prohibited by this Indenture.

          When any non-cash consideration received by Casella or any of its
Restricted Subsidiaries in connection with any Asset Sale is converted into or
sold or otherwise disposed of for cash or Cash Equivalents, such cash and Cash
Equivalents must be applied in accordance with this Section 4.13.

          Upon the commencement of an Asset Sale Offer, Casella shall send, by
first class mail, a notice to the Trustee and to each Holder at its registered
address. The notice shall contain all instructions and materials necessary to
enable such Holder to tender Notes



                                      -61-

pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all
Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:

          (1)     that the Asset Sale Offer is being made pursuant to this
     Section 4.13;

          (2)     the Asset Sale Offer Amount, the Asset Sale Payment and the
     date on which Notes tendered and accepted for payment shall be purchased,
     which date shall be at least 30 days and no later than 60 days from the
     date such notice is mailed (the "ASSET SALE PAYMENT DATE");

          (3)     that any Notes not tendered or accepted for payment shall
     continue to accrete or accrue interest;

          (4)     that, unless Casella defaults in making such payment, any
     Notes accepted for payment pursuant to the Asset Sale Offer shall cease to
     accrete or accrue interest after the Asset Sale Payment Date;

          (5)     that Holders electing to have a Note purchased pursuant to the
     Asset Sale Offer may only elect to have all of such Note purchased and may
     not elect to have only a portion of such Note purchased;

          (6)     that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
     completed, or transfer by book-entry transfer, to Casella, a depository, if
     appointed by Casella, or the Paying Agent at the address specified in the
     notice at least three days before the Asset Sale Payment Date;

          (7)     that Holders shall be entitled to withdraw their election if
     Casella, the Depository or the Paying Agent, as the case may be, receives,
     not later than the Asset Sale Payment Date, a notice setting forth the name
     of the Holder, the principal amount of the Note the Holder delivered for
     purchase and a statement that such Holder is withdrawing his election to
     have such Note purchased;

          (8)     that, if the aggregate principal amount of Notes surrendered
     by Holders exceeds the Asset Sale Offer Amount, Casella shall select the
     Notes to be purchased on a PRO RATA basis (with such adjustments as may be
     deemed appropriate by Casella so that only Notes in denominations of
     $1,000, or integral multiples thereof, shall be purchased); and



                                      -62-

          (9)     that Holders whose Notes were purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

          On the Asset Sale Payment Date, Casella shall, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered pursuant
to the Asset Sale Offer; (2) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the Asset Sale Payment in respect of all Notes or portions
thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the
Notes so accepted together with an Officers' Certificate stating the aggregate
principal amount of Notes or portions thereof being repurchased by Casella.
Casella shall publicly announce the results of the Asset Sale Offer on the Asset
Sale Payment Date.

          The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Asset Sale Payment for such Notes, and the Trustee shall promptly
authenticate pursuant to an Authentication Order and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unrepurchased portion of the Notes surrendered, if any; PROVIDED that
each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. However, if the Asset Sale Payment Date is on or after an
interest record date and on or before the related interest payment date, any
accrued and unpaid interest shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

          Casella will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with an Asset Sale
Offer. To the extent the provisions of any applicable securities laws or
regulations conflict with the provisions of this Indenture relating to an Asset
Sale Offer, Casella will not be deemed to have breached its obligations under
this Indenture by virtue of complying with such laws or regulations.

SECTION 4.14.  TRANSACTIONS WITH AFFILIATES.

          Casella will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any of its Affiliates (each, an "AFFILIATE TRANSACTION"), unless:

          (1)     such Affiliate Transaction is on terms that are no less
     favorable to Casella or the relevant Restricted Subsidiary than those that
     would have been obtained



                                      -63-

     in a comparable transaction by Casella or such Restricted Subsidiary with
     an unrelated Person; and

          (2)     Casella delivers to the Trustee:

                  (a)  with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $2.0 million, a resolution of the Board of Directors of
          Casella set forth in an Officers' Certificate certifying that such
          Affiliate Transaction complies with this covenant and that such
          Affiliate Transaction has been approved by a majority of the
          Disinterested Directors of Casella, if there are any such
          Disinterested Directors; and

                  (b)  with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $10.0 million, or in excess of $2.0 million if such
          transaction has not been approved by a majority of the Disinterested
          Directors or if at such time there are no Disinterested Directors, an
          opinion as to the fairness of such Affiliate Transaction from a
          financial point of view issued by an accounting, appraisal or
          investment banking firm of national standing.

          The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the preceding
paragraph:

          (1)     transactions exclusively between or among Casella and/or one
     or more of its Restricted Subsidiaries; PROVIDED, in each case, such
     transaction is not otherwise prohibited by this Indenture and that no
     Affiliate of Casella (other than a Restricted Subsidiary) owns any Equity
     Interests in any Restricted Subsidiary that is a party to such transaction;

          (2)     any agreement in effect on the Issue Date as in effect on the
     Issue Date or as thereafter amended in a manner which is, taken as a whole,
     in the good faith judgment of the Board of Directors of Casella not
     materially less favorable to Casella or such Restricted Subsidiary than the
     original agreement as in effect on the Issue Date;

          (3)     any employment, compensation, benefit or indemnity agreements,
     arrangements or plans in respect of any officer, director, employee or
     consultant of Casella or any of its Restricted Subsidiaries entered into in
     the ordinary course of business and approved by the Board of Directors of
     Casella;



                                      -64-

          (4)     loans and advances permitted by clause (6) of the definition
     of "Permitted Investments";

          (5)     transactions between Casella or any of its Restricted
     Subsidiaries and GreenFiber; PROVIDED, in each case, that (i) such
     transaction (a) is on terms that are no less favorable to Casella or the
     relevant Restricted Subsidiary than those that would have been obtained in
     a comparable transaction by Casella or such Restricted Subsidiary with an
     unrelated Person and (b) is not otherwise prohibited by this Indenture and
     (ii) no Affiliate of Casella (other than a Restricted Subsidiary) owns any
     Equity Interests in any Person that is a party to such transaction;

          (6)     the issuance and sale of Qualified Capital Stock; and

          (7)     Restricted Payments (other than Investments) that are
     permitted by Section 4.11.

SECTION 4.15.  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

          Casella will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1)     pay dividends or make any other distributions on or in respect
     of its Equity Interests to Casella or any of Casella's Restricted
     Subsidiaries, or with respect to any other interest or participation in, or
     measured by, its profits, or pay any indebtedness owed to Casella or any of
     Casella's Restricted Subsidiaries;

          (2)     make loans or advances to Casella or any of Casella's
     Restricted Subsidiaries; or

          (3)     transfer any of its properties or assets to Casella or any of
     Casella's Restricted Subsidiaries.

          However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

          (1)     the Senior Credit Facility or any Existing Indebtedness, in
     each case, as in effect on the date of this Indenture and any amendments or
     refinancings thereof; PROVIDED that such amendments or refinancings are not
     materially more restrictive, taken as a whole, with respect to such
     dividend and other restrictions than those contained in the Senior Credit
     Facility or such Existing Indebtedness, as in effect on the date of this
     Indenture;



                                      -65-

          (2)     this Indenture and the Notes;

          (3)     applicable law, rule, regulation or order of any governmental
     authority;

          (4)     any instrument governing Indebtedness or Capital Stock of a
     Person acquired by Casella or any of its Restricted Subsidiaries as in
     effect at the time of such acquisition (except to the extent such
     Indebtedness was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired; PROVIDED that, in the
     case of Indebtedness, such Indebtedness was permitted by the terms of this
     Indenture to be incurred;

          (5)     customary non-assignment provisions (and sublease
     restrictions) in leases entered into in the ordinary course of business and
     consistent with past practices;

          (6)     Purchase Money Obligations that impose restrictions only on
     the property acquired of the nature described in clause (3) of the
     preceding paragraph;

          (7)     any agreement for the sale or other disposition of a
     Restricted Subsidiary that restricts distributions by such Restricted
     Subsidiary pending its sale or other disposition; PROVIDED that such sale
     or disposition is made in compliance with Section 4.13;

          (8)     Permitted Refinancing Indebtedness; PROVIDED that such
     dividend and other restrictions contained in the agreements governing such
     Permitted Refinancing Indebtedness are not materially more restrictive,
     taken as a whole, than those contained in the agreements governing the
     Indebtedness being refinanced;

          (9)     Liens securing Indebtedness otherwise permitted to be incurred
     pursuant to Section 4.12 that limit the right of Casella or any of its
     Restricted Subsidiaries to dispose of the assets subject to such Lien;

          (10)    provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements and other similar agreements
     entered into in the ordinary course of business;

          (11)    customary restrictions on cash or other deposits or net worth
     imposed by customers or government authorities under contracts or other
     agreements entered into in the ordinary course of business; and



                                      -66-

          (12)    any agreement relating to a Sale and Leaseback Transaction or
     Capital Lease Obligation, in each case, otherwise permitted by this
     Indenture, but only on the property subject to such transaction or lease
     and only to the extent that such restrictions or encumbrances are customary
     with respect to a Sale and Leaseback Transaction or capital lease.

SECTION 4.16.  ADDITIONAL SUBSIDIARY GUARANTEES.

          If Casella or any of its Restricted Subsidiaries transfers, acquires
or creates another Restricted Subsidiary (other than any Foreign Subsidiary)
after the date of this Indenture or transfers or causes to be transferred, in
any one transaction or a series of related transactions, any assets in excess of
$1,000 to any Restricted Subsidiary (other than a Foreign Subsidiary or the
Captive Insurance Subsidiary) that is not a Guarantor, or designates any
Unrestricted Subsidiary (other than a Foreign Subsidiary) as a Restricted
Subsidiary, then that newly acquired, created, capitalized or designated
Restricted Subsidiary must become a Guarantor and shall, within ten business
days of the date on which it was so acquired, created, capitalized or
designated:

          -    execute and deliver to the Trustee a supplemental indenture in
               form reasonably satisfactory to the Trustee pursuant to which
               such Restricted Subsidiary shall unconditionally guarantee all of
               Casella's obligations under the Notes and this Indenture on the
               terms set forth in this Indenture and

          -    deliver to the Trustee an Opinion of Counsel that such
               supplemental indenture has been duly authorized, executed and
               delivered by such Restricted Subsidiary and constitutes a valid
               and legally binding and enforceable obligation of such Restricted
               Subsidiary, subject to customary exceptions.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of
this Indenture.

          Notwithstanding the preceding paragraph, any Subsidiary Guarantee will
provide by its terms that it will be automatically and unconditionally released
and discharged under the circumstances set forth in Section 11.05. The form of
the Subsidiary Guarantee is attached hereto as EXHIBIT E.

SECTION 4.17.  NO SENIOR SUBORDINATED DEBT.

          Casella will not, directly or indirectly, incur any Indebtedness that
is, or purports to be, subordinate or junior in right of payment to any Senior
Debt of Casella and senior in any respect in right of payment to the Notes. No
Guarantor will, directly or indirectly, incur any Indebtedness that is, or
purports to be, subordinate or junior in right of payment to any



                                      -67-

Senior Debt of such Guarantor and senior in any respect in right of payment to
such Guarantor's Subsidiary Guarantee. For purposes hereof, unsecured
Indebtedness shall not be deemed to be subordinate or junior to secured
Indebtedness solely because it is unsecured, and Indebtedness that is not
Guaranteed by a particular Person shall not be deemed to be subordinate or
junior to Indebtedness solely because it is not so Guaranteed.

SECTION 4.18.  REPORTS TO HOLDERS.

          Whether or not required by the Commission, so long as any Notes are
outstanding, Casella will furnish to the Holders of Notes, within the time
periods specified in the Commission's rules and regulations:

          (1)     all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10-K if Casella were required to file such Forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     and, with respect to the annual information only, a report on the annual
     financial statements by Casella's certified independent accountants; and

          (2)     all current reports that would be required to be filed with
     the Commission on Form 8-K if Casella were required to file such reports.

          If Casella has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of Casella and
its Restricted Subsidiaries separate from the financial condition and results of
operations of Casella's Unrestricted Subsidiaries.

          In addition, whether or not required by the Commission, Casella will
file a copy of all of the information and reports referred to in clauses (1) and
(2) above with the Commission for public availability within the time periods
specified in the Commission's rules and regulations (unless the Commission will
not accept such a filing) and make such information available to securities
analysts and prospective investors upon request.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including Casella's compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).



                                      -68-

SECTION 4.19.  DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

          The Board of Directors of Casella may designate (a "DESIGNATION") any
Restricted Subsidiary to be an Unrestricted Subsidiary if such Designation would
not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, all outstanding Investments owned by Casella and its Restricted
Subsidiaries in the Subsidiary so designated will be deemed to be an Investment
made as of the time of such Designation and will reduce the amount available for
Restricted Payments under the first paragraph of Section 4.11 or for Permitted
Investments, as applicable. All such outstanding Investments will be valued at
their fair market value at the time of such Designation in accordance with the
provisions of the second to last paragraph of Section 4.11. Such Designation
will be permitted only if such Investment would be a Permitted Investment or
otherwise would at the time of such Designation not be prohibited under Section
4.11.

          The Board of Directors of Casella may revoke any Designation of a
Subsidiary of Casella as an Unrestricted Subsidiary (a "REVOCATION"); PROVIDED
that

          (a)     no Default exists at the time of or after giving effect to
     such Revocation; and

          (b)     all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately after such Revocation would, if incurred at such
     time, have been permitted to be incurred (and shall be deemed to have been
     incurred) for all purposes of this Indenture.

          Any such Designation or Revocation by the Board of Directors of
Casella after the Issue Date shall be evidenced to the Trustee by promptly
filing with the Trustee a copy of the resolution of the Board of Directors of
Casella giving effect to such Designation or Revocation and an Officers'
Certificate certifying that such Designation or Revocation complied with the
foregoing provisions.

SECTION 4.20.  SALE AND LEASEBACK TRANSACTIONS.

          Casella will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; PROVIDED that
Casella or any Restricted Subsidiary of Casella that is a Guarantor may enter
into a Sale and Leaseback Transaction if:

          (1)     Casella or that Guarantor, as applicable, could have (a)
     incurred Indebtedness in an amount equal to the Attributable Debt relating
     to such Sale and Leaseback Transaction pursuant to Section 4.10 and (b)
     incurred a Lien to secure such Indebtedness pursuant to Section 4.12;



                                      -69-

          (2)     the gross cash proceeds of such Sale and Leaseback Transaction
     are at least equal to the fair market value, as determined in good faith by
     the Board of Directors and set forth in an Officers' Certificate delivered
     to the Trustee, of the assets that are the subject of such Sale and
     Leaseback Transaction; and

          (3)     the transfer of assets in such Sale and Leaseback Transaction
     is permitted by, and Casella applies the proceeds of such transaction in
     compliance with, Section 4.13 (unless the sale of such assets would not
     constitute an Asset Sale under the definition of "Asset Sale").

SECTION 4.21.  LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN WHOLLY
               OWNED SUBSIDIARIES.

          Casella will not, and will not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interests in any Wholly Owned Restricted Subsidiary of Casella to any
Person (other than Casella or a Wholly Owned Restricted Subsidiary of Casella),
unless the transfer, conveyance, sale, lease or other disposition is of all the
Equity Interests in such Wholly Owned Restricted Subsidiary and the Net Proceeds
from such transfer, conveyance, sale, lease or other disposition are applied in
accordance with the provisions of Section 4.13. In addition, Casella will not
permit any of its Wholly Owned Restricted Subsidiaries to issue any of their
Equity Interests (other than, if necessary, shares of their Capital Stock
constituting directors' qualifying shares) to any Person other than Casella or a
Wholly Owned Restricted Subsidiary of Casella. The prohibitions of this Section
4.21 will not apply with respect to the Equity Interests of GreenFiber or any of
its Subsidiaries or its direct parent if or when GreenFiber becomes a Wholly
Owned Restricted Subsidiary of Casella.

SECTION 4.22.  BUSINESS ACTIVITIES.

          Casella will not, and will not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses.

SECTION 4.23.  PAYMENTS FOR CONSENT.

          Casella will not, and will not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
UNLESS such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or amendment.



                                      -70-

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.  MERGER, CONSOLIDATION, OR SALE OF ASSETS.

          (a)     Casella may not, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not Casella is the surviving
corporation); or (2) sell, assign, lease, transfer, convey or otherwise dispose
of all or substantially all of Casella's properties or assets (determined on a
consolidated basis for Casella and its Restricted Subsidiaries), in one or more
related transactions, to another Person, unless:

          (1)     either: (A) Casella is the surviving corporation; or (B) the
     Person formed by or surviving any such consolidation or merger (if other
     than Casella) or to which such sale, assignment, transfer, conveyance or
     other disposition shall have been made (the "SURVIVING PERSON") is a
     corporation organized under the laws of the United States, any State
     thereof or the District of Columbia;

          (2)     the Surviving Person assumes all the obligations of Casella
     under the Notes, this Indenture and the Exchange and Registration Rights
     Agreement pursuant to agreements reasonably satisfactory to the Trustee;

          (3)     immediately after such transaction no Default exists
     (including, without limitation, after giving effect to any Indebtedness or
     Liens incurred, assumed or granted in connection with or in respect of such
     transaction); and

          (4)     Casella or the Surviving Person:

                  (x)  will have a Consolidated Net Worth immediately after the
          transaction equal to or greater than the Consolidated Net Worth of
          Casella immediately preceding the transaction; and

                  (y)  will be permitted to incur at least $1.00 of additional
          Indebtedness pursuant to the Coverage Ratio Exception.

The foregoing clauses (3) and (4) shall not apply to (a) a merger or
consolidation of any Restricted Subsidiary with or into Casella or (b) a
transaction solely for the purpose of and with the effect of reincorporating
Casella in another jurisdiction and/or forming a holding company to hold all of
the Capital Stock of Casella or forming an intermediate holding company to hold
all of the Capital Stock of Casella's Subsidiaries.



                                      -71-

          In the event of any transaction described in and complying with the
conditions listed in the preceding paragraph in which Casella is not the
continuing corporation, the successor Person formed or remaining shall succeed
to, and be substituted for, and may exercise every right and power of, Casella
and Casella will be discharged from all obligations and covenants under this
Indenture and the Notes.

          (b)     No Guarantor may, and Casella will not cause or permit any
Guarantor to, consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person unless:

          (1)     immediately after such transaction, no Default exists
     (including, without limitation, after giving effect to any Indebtedness or
     Liens incurred, assumed or granted in connection with or in respect of such
     transaction); and

          (2)     the Person formed by or surviving any such consolidation or
     merger (if other than such Guarantor) assumes all the obligations of such
     Guarantor under its Subsidiary Guarantee, this Indenture and the Exchange
     and Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee.

The requirements of this clause (b) shall not apply to (x) a consolidation or
merger of any Guarantor with or into Casella or any other Guarantor so long as
Casella or a Guarantor survives such consolidation or merger or (y) the sale by
consolidation or merger of a Guarantor, which sale is covered by and complies
with Section 4.13.

          (c)     Casella will deliver to the Trustee prior to the consummation
of each proposed transaction an Officers' Certificate certifying that the
conditions set forth above are satisfied and an Opinion of Counsel, which
opinion may contain customary exceptions and qualifications, that the proposed
transaction and this supplemental indenture, if any, comply with this Indenture.



                                      -72-

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.  EVENTS OF DEFAULT.

          Each of the following is an "EVENT OF DEFAULT":

          (1)     default for a continued period of 30 days in the payment when
     due of interest on the Notes, whether or not prohibited by the
     subordination provisions of this Indenture;

          (2)     default in payment when due of the principal of or premium, if
     any, on the Notes, whether or not prohibited by the subordination
     provisions of this Indenture;

          (3)     failure by Casella or any of its Subsidiaries to comply with
     Section 4.09 or 4.13;

          (4)     failure by Casella or any of its Restricted Subsidiaries to
     comply with any of the other agreements or covenants in this Indenture or
     the Notes for 60 days after delivery of written notice of such failure to
     comply by the Trustee or Holders of not less than 25% of the principal
     amount of the Notes then outstanding;

          (5)     default under any mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness whether such Indebtedness now exists or is created after the
     date of this Indenture, if that default:

                  (a)  is caused by a failure to pay principal of or premium, if
          any, or interest on such Indebtedness prior to the expiration of the
          grace period provided in such Indebtedness on the date of such default
          (a "PAYMENT DEFAULT"); or

                  (b)  results in the acceleration of such Indebtedness prior to
          its express maturity,

     and, in each case, the principal amount of any such Indebtedness, together
     with the principal amount of any other such Indebtedness under which there
     has been a Payment Default or the maturity of which has been so
     accelerated, aggregates $10.0 million or more;



                                      -73-

          (6)     failure by Casella or any of its Restricted Subsidiaries to
     pay final judgments aggregating in excess of $10.0 million, which judgments
     are not paid, discharged or stayed for a period of 60 days;

          (7)     except as permitted by this Indenture, any Subsidiary
     Guarantee of any Significant Subsidiary shall be held in any judicial
     proceeding to be unenforceable or invalid or shall cease for any reason to
     be in full force and effect or any Guarantor, or any Person acting on
     behalf of any Guarantor, shall deny or disaffirm its obligations under its
     Subsidiary Guarantee;

          (8)     a court having jurisdiction in the premises enters (a) a
     decree or order for relief in respect of Casella or any of its Significant
     Subsidiaries in an involuntary case or proceeding under any applicable
     federal or state bankruptcy, insolvency, reorganization or other similar
     law or (b) a decree or order adjudging Casella or any of its Significant
     Subsidiaries a bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustment or composition of
     or in respect of Casella or any of its Significant Subsidiaries under any
     applicable federal or state law, or appointing a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or other similar official of
     Casella or any of its Significant Subsidiaries or of any substantial part
     of its property, or ordering the winding up or liquidation of its affairs,
     and any such decree or order of the type in clause (a) or (b) above remains
     unstayed and in effect for a period of 60 consecutive days; or

          (9)     Casella or any of its Significant Subsidiaries:

                  (a)  commences a voluntary case or proceeding under any
          applicable federal or state bankruptcy, insolvency, reorganization or
          other similar law or any other case or proceeding to be adjudicated a
          bankrupt or insolvent; or

                  (b)  consents to the entry of a decree or order for relief in
          respect of Casella or any of its Significant Subsidiaries in an
          involuntary case or proceeding under any applicable federal or state
          bankruptcy, insolvency, reorganization or other similar law or to the
          commencement of any bankruptcy or insolvency case or proceeding
          against Casella or any of its Significant Subsidiaries; or

                  (c)  files a petition or answer or consent seeking
          reorganization or relief under any applicable federal or state law; or

                  (d)  consents to the filing of such petition or to the
          appointment of or taking possession by a custodian, receiver,
          liquidator, assignee, trustee, sequestrator



                                      -74-

          or similar official of Casella or any of its Significant Subsidiaries
          or of any substantial part of its property; or

                  (e)  makes an assignment for the benefit of creditors; or

                  (f)  admits in writing its inability to pay its debts
          generally as they become due.

SECTION 6.02.  ACCELERATION.

          In the case of an Event of Default arising from either Section 6.01(8)
or (9) with respect to Casella or any Significant Subsidiary, all outstanding
Notes will become due and payable immediately without further action or notice.
If any other Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.

          At any time after a declaration of acceleration with respect to the
Notes as described in the preceding paragraph, the Holders of a majority in
principal amount of the Notes may rescind and cancel such declaration and its
consequences:

          (1)     if the rescission would not conflict with any judgment or
     decree;

          (2)     if all existing Defaults have been cured or waived except
     nonpayment of principal or interest that has become due solely because of
     the acceleration;

          (3)     to the extent the payment of such interest is lawful, interest
     on overdue installments of interest and overdue principal, which has become
     due otherwise than by such declaration of acceleration, has been paid;

          (4)     if Casella has paid the Trustee its reasonable compensation
     and reimbursed the Trustee for its expenses, disbursements and advances;
     and

          (5)     in the event of the cure or waiver of a Default of the type
     set forth in Section 6.01(8) or (9), the Trustee shall have received an
     Officers' Certificate and an Opinion of Counsel that such Default has been
     cured or waived.

No such rescission shall affect any subsequent Default or impair any right
consequent thereto.



                                      -75-

SECTION 6.03.  OTHER REMEDIES.

          If a Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of or interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon a Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.

SECTION 6.04.  WAIVER OF PAST DEFAULTS.

          Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in
principal amount of the outstanding Notes by notice to the Trustee may waive an
existing Default and its consequences, except a Default in the payment of
principal of or interest on any Note as specified in Section 6.01(1) or (2).
Casella shall deliver to the Trustee an Officers' Certificate stating that the
requisite percentage of Holders have consented to such waiver and attaching
copies of such consents. When a Default is waived, it is cured and ceases.

SECTION 6.05.  CONTROL BY MAJORITY.

          The Holders of not less than a majority in principal amount of the
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. Subject to Section 7.01, however, the Trustee may refuse
to follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another
Noteholder, or that may involve the Trustee in personal liability; PROVIDED that
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

          In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
against any loss or expense caused by taking such action or following such
direction.

SECTION 6.06.  LIMITATION ON SUITS.

          A Noteholder may not pursue any remedy with respect to this Indenture
or the Notes unless:



                                      -76-

          (1)     the Holder gives to the Trustee written notice of a continuing
     Event of Default;

          (2)     the Holder or Holders of at least 25% in principal amount of
     the outstanding Notes make a written request to the Trustee to pursue the
     remedy;

          (3)     such Holder or Holders offer and provide to the Trustee
     indemnity satisfactory to the Trustee against any loss, liability or
     expense;

          (4)     the Trustee does not comply with the request within 45 days
     after receipt of the request and the offer and the provision of indemnity;
     and

          (5)     during such 45-day period the Holder or Holders of a majority
     in principal amount of the outstanding Notes do not give the Trustee a
     direction which, in the opinion of the Trustee, is inconsistent with the
     request.

          A Noteholder may not use this Indenture to prejudice the rights of
another Noteholder or to obtain a preference or priority over such other
Noteholder.

SECTION 6.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

          Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal of and interest on a Note, on or
after the respective due dates expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

          If a Default in payment of principal or interest specified in Section
6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against Casella or any other obligor
on the Notes for the whole amount of principal and accrued interest and fees
remaining unpaid, together with interest on overdue principal and, to the extent
that payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate PER ANNUM borne by the Notes and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim



                                      -77-

for the compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and the Noteholders allowed in any judicial proceedings
relating to Casella, its creditors or its property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each Noteholder to make
such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Noteholders, to pay to the Trustee
any amount due to it for the compensation, expenses, disbursements and advances
of the Trustee, its agent and counsel, and any other amounts due the Trustee
under Section 7.07. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Noteholder in any such
proceeding. The Trustee shall be entitled to participate as a member of any
official committee of creditors in the matters as it deems necessary or
advisable.

SECTION 6.10.  PRIORITIES.

          If the Trustee collects any money or property pursuant to this Article
Six, it shall pay out the money or property in the following order:

          First: to the Trustee for amounts due under Section 7.07;

          Second: to Holders for interest accrued on the Notes, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on the Notes for interest;

          Third: to Holders for principal amounts due and unpaid on the Notes,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal; and

          Fourth: to Casella or, if applicable, the Guarantors, as their
     respective interests may appear.

          The Trustee, upon prior notice to Casella, may fix a record date and
payment date for any payment to Noteholders pursuant to this Section 6.10.

SECTION 6.11.  UNDERTAKING FOR COSTS.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the



                                      -78-

costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a
Holder or Holders of more than 10% in principal amount of the outstanding Notes.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.  DUTIES OF TRUSTEE.

          (a)     If a Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

          (b)     Except during the continuance of a Default:

          (1)     The Trustee need perform only those duties as are specifically
     set forth herein or in the TIA and no duties, covenants, responsibilities
     or obligations shall be implied in this Indenture against the Trustee.

          (2)     In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates (including Officers'
     Certificates) or opinions (including Opinions of Counsel) furnished to the
     Trustee and conforming to the requirements of this Indenture. However, in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     examine the certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture.

          (c)     Notwithstanding anything to the contrary herein, the Trustee
may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

          (1)     This paragraph does not limit the effect of paragraph (b) of
     this Section 7.01.



                                      -79-

          (2)     The Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officer, unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts.

          (3)     The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

          (d)     No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it.

          (e)     Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to this
Section 7.01.

          (f)     The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with Casella. Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

          (g)     In the absence of bad faith, negligence or willful misconduct
on the part of the Trustee, the Trustee shall not be responsible for the
application of any money by any Paying Agent other than the Trustee.

SECTION 7.02.  RIGHTS OF TRUSTEE.

          Subject to Section 7.01:

          (a)     The Trustee may rely conclusively on any document believed by
     it to be genuine and to have been signed or presented by the proper Person.
     The Trustee need not investigate any fact or matter stated in the document.

          (b)     Before the Trustee acts or refrains from acting, it may
     require an Officers' Certificate and an Opinion of Counsel, which shall
     conform to the provisions of Section 12.05. The Trustee shall not be liable
     for any action it takes or omits to take in good faith in reliance on such
     certificate or opinion.

          (c)     The Trustee may act through its attorneys and agents and shall
     not be responsible for the misconduct or negligence of any agent (other
     than an agent who is an employee of the Trustee) appointed with due care.



                                      -80-

          (d)     The Trustee shall not be liable for any action it takes or
     omits to take in good faith which it reasonably believes to be authorized
     or within its rights or powers.

          (e)     The Trustee may consult with counsel of its selection and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and protection from liability in respect of any
     action taken, omitted or suffered by it hereunder in good faith and in
     accordance with the advice or opinion of such counsel.

          (f)     The Trustee shall be under no obligation to exercise any of
     the rights or powers vested in it by this Indenture at the request, order
     or direction of any of the Holders pursuant to the provisions of this
     Indenture, unless such Holders shall have offered to the Trustee reasonable
     security or indemnity satisfactory to it against the costs, expenses and
     liabilities which may be incurred therein or thereby.

          (g)     The Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate (including any
     Officers' Certificate), statement, instrument, opinion (including any
     Opinion of Counsel), notice, request, direction, consent, order, bond,
     debenture, or other paper or document, but the Trustee, in its discretion,
     may make such further inquiry or investigation into such facts or matters
     as it may see fit and, if the Trustee shall determine to make such further
     inquiry or investigation, it shall be entitled, upon reasonable notice to
     Casella, to examine the books, records, and premises of Casella, personally
     or by agent or attorney at the sole cost of Casella.

          (h)     The Trustee shall not be required to give any bond or surety
     in respect of the performance of its powers and duties hereunder.

          (i)     The permissive rights of the Trustee to do things enumerated
     in this Indenture shall not be construed as duties.

          (j)     The Trustee shall not be deemed to have notice of any Default
     unless a Responsible Officer of the Trustee has actual knowledge thereof or
     unless written notice of any event which is in fact such a default is
     received by the Trustee at the Corporate Trust Office of the Trustee, and
     such notice references the Notes and this Indenture.

          (k)     The rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder.



                                      -81-

SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with Casella, its Subsidiaries
or their respective Affiliates with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

SECTION 7.04.  TRUSTEE'S DISCLAIMER.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for Casella's use of the proceeds from the Notes, and it shall not
be responsible for any statement of Casella in this Indenture or any document
issued in connection with the sale of Notes or any statement in the Notes other
than the Trustee's certificate of authentication. The Trustee makes no
representations with respect to the effectiveness or adequacy of this Indenture.

SECTION 7.05.  NOTICE OF DEFAULT.

          If a Default occurs and is continuing and the Trustee receives actual
notice of such Default, the Trustee shall mail to each Noteholder notice of the
uncured Default within 60 days after such Default occurs. Except in the case of
a Default in payment of principal of, or interest on, any Note, including an
accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or the Asset Sale Offer
Payment Date pursuant to an Asset Sale Offer, the Trustee may withhold the
notice if and so long as the Board of Directors, the executive committee, or a
trust committee of directors and/or Responsible Officers, of the Trustee in good
faith determines that withholding the notice is in the interest of the
Noteholders.

SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS.

          Within 60 days after each November 15, beginning with November 15,
2003, the Trustee shall, to the extent that any of the events described in TIA
Section 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Noteholder a brief report dated as of such date that complies with
TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b),
313(c) and 313(d).

          A copy of each report at the time of its mailing to Noteholders shall
be mailed to Casella and filed with the Commission and each securities exchange,
if any, on which the Notes are listed.

          Casella shall notify the Trustee if the Notes become listed on any
securities exchange or of any delisting thereof and the Trustee shall comply
with TIA Section 313(d).



                                      -82-

SECTION 7.07.  COMPENSATION AND INDEMNITY.

          Casella shall pay to the Trustee from time to time such compensation
as Casella and the Trustee shall from time to time agree in writing for its
services hereunder. The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. Casella shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances
(including reasonable fees and expenses of counsel) incurred or made by it in
addition to the compensation for its services, except any such disbursements,
expenses and advances as may be attributable to the Trustee's negligence, bad
faith or willful misconduct. Such expenses shall include the reasonable fees and
expenses of the Trustee's agents and counsel.

          Casella shall indemnify each of the Trustee or any predecessor Trustee
and its agents, employees, officers, stockholders and directors for, and hold
them harmless against, any and all loss, damage, claims including taxes (other
than taxes based upon, measured by or determined by the income of the Trustee),
liability or expense incurred by them except for such actions to the extent
caused by any negligence, bad faith or willful misconduct on their part, arising
out of or in connection with the acceptance or administration of this trust
including the reasonable costs and expenses of defending themselves against or
investigating any claim or liability in connection with the exercise or
performance of any of the Trustee's rights, powers or duties hereunder. The
Trustee shall notify Casella promptly of any claim asserted against the Trustee
or any of its agents, employees, officers, stockholders and directors for which
it may seek indemnity. Casella may, subject to the approval of the Trustee
(which approval shall not be unreasonably withheld), defend the claim and the
Trustee shall cooperate in the defense. The Trustee and its agents, employees,
officers, stockholders and directors subject to the claim may have separate
counsel and Casella shall pay the reasonable fees and expenses of such counsel;
PROVIDED, HOWEVER, that Casella will not be required to pay such fees and
expenses if, subject to the approval of the Trustee (which approval shall not be
unreasonably withheld), it assumes the Trustee's defense and there is no
conflict of interest between Casella and the Trustee and its agents, employees,
officers, stockholders and directors subject to the claim in connection with
such defense as reasonably determined by the Trustee. Casella need not pay for
any settlement made without its written consent. Casella need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

          To secure Casella's payment obligations in this Section 7.07, the
Trustee shall have a senior claim prior to the Notes against all money or
property held or collected by the Trustee, in its capacity as Trustee. The
obligations of Casella and the Guarantors under this Section shall not be
subordinated to the payment of Senior Debt pursuant to Article Ten or Section
11.02 except assets or money held in trust to pay principal of or interest on
particular Notes.



                                      -83-

          When the Trustee incurs expenses or renders services after a Default
specified in Section 6.01(8) or (9) occurs, such expenses and the compensation
for such services shall be paid to the extent allowed under any Bankruptcy Law.

          Notwithstanding any other provision in this Indenture, the foregoing
provisions of this Section 7.07 shall survive the satisfaction and discharge of
this Indenture or the appointment of a successor Trustee.

SECTION 7.08.  REPLACEMENT OF TRUSTEE.

          The Trustee may resign at any time by so notifying Casella in writing.
The Holders of a majority in principal amount of the outstanding Notes may
remove the Trustee by so notifying Casella and the Trustee and may appoint a
successor Trustee. Casella may remove the Trustee if:

          (1)     the Trustee fails to comply with Section 7.10;

          (2)     the Trustee is adjudged a bankrupt or an insolvent;

          (3)     a receiver or other public officer takes charge of the Trustee
     or its property; or

          (4)     the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, Casella shall notify each Holder of such event
and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the Notes may appoint a successor Trustee to replace the successor Trustee
appointed by Casella.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to Casella. Immediately after that, the
retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Noteholder.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, Casella or the
Holders of at least 10% in principal amount of the outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee at the expense of Casella.



                                      -84-

          If the Trustee fails to comply with Section 7.10, any Noteholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          Notwithstanding replacement of the Trustee pursuant to this Section
7.08, Casella's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; PROVIDED that such
corporation shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION.

          This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee
shall have a combined capital and surplus of at least $150,000,000 as set forth
in its most recent published annual report of condition. In addition, if the
Trustee is a corporation included in a bank holding company system, the Trustee,
independently of the bank holding company, shall meet the capital requirements
of TIA Section 310(a)(2). The Trustee shall comply with TIA Section 310(b);
PROVIDED, HOWEVER, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of Casella are
outstanding, if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to Casella and
any other obligor of the Notes.

SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST CASELLA.

          The Trustee, in its capacity as Trustee hereunder, shall comply with
TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b). A Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated.



                                      -85-

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.  TERMINATION OF CASELLA'S OBLIGATIONS.

          Casella may terminate its obligations under the Notes and this
Indenture, except those obligations referred to in the penultimate paragraph of
this Section 8.01, if all Notes previously authenticated and delivered (other
than destroyed, lost or stolen Notes which have been replaced or paid) have been
delivered to the Trustee for cancellation and Casella has paid all sums payable
by it hereunder, or if:

          (a)     either (i) pursuant to Article Three, Casella shall have given
     notice to the Trustee and mailed a notice of redemption to each Holder of
     the redemption of all of the Notes in accordance with the provisions hereof
     or (ii) all Notes have otherwise become or will become due and payable
     within one (1) year hereunder;

          (b)     Casella shall have irrevocably deposited or caused to be
     deposited with the Trustee or a trustee satisfactory to the Trustee, under
     the terms of an irrevocable trust agreement in form and substance
     satisfactory to the Trustee, as trust funds in trust solely for the benefit
     of the Holders of that purpose, U.S. Legal Tender or U.S. Government
     Obligations, or a combination thereof, in such amount as is, in the opinion
     of a nationally recognized firm of independent public accountants,
     sufficient without consideration of reinvestment of such interest, to pay
     principal of, premium, if any, and interest on the outstanding Notes to
     maturity or redemption; PROVIDED that the Trustee shall have been
     irrevocably instructed to apply such U.S. Legal Tender or U.S. Government
     Obligations, or a combination thereof, to the payment of said principal,
     premium, if any, and interest with respect to the Notes; and PROVIDED,
     FURTHER, that from and after the time of deposit, the U.S. Legal Tender or
     U.S. Government Obligations, or combination thereof, deposited shall not be
     subject to the rights of holders of Senior Debt pursuant to the provisions
     of Article Ten;

          (c)     no Default with respect to this Indenture or the Notes shall
     have occurred and be continuing on the date of such deposit or shall occur
     as a result of such deposit (other than a Default resulting from borrowing
     of funds to be applied to such deposit) and such deposit will not result in
     a breach or violation of, or constitute a default under, this Indenture,
     the Senior Credit Facility or any other material agreement or instrument to
     which Casella or any of its Subsidiaries is a party or by which it is
     bound;



                                      -86-

          (d)     Casella shall have paid all other sums payable by it
     hereunder; and

          (e)     Casella shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent providing for or relating to the termination of Casella's
     obligations under the Notes and this Indenture have been complied with.
     Such Opinion of Counsel shall also state that such satisfaction and
     discharge does not result in a default under the Senior Credit Facility or
     any other material agreement or instrument then known to such counsel that
     binds or affects Casella.

          Subject to the next sentence and notwithstanding the foregoing
paragraph, Casella's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02,
7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding
pursuant to the last paragraph of Section 2.08. After the Notes are no longer
outstanding, Casella's obligations in Sections 7.07, 8.05 and 8.06 shall
survive.

          After such delivery or irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of Casella's obligations under the
Notes and this Indenture except for those surviving obligations specified above.

SECTION 8.02.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

          (a)     Casella may, at its option by Board Resolution of the Board of
Directors of Casella, at any time, elect to have either paragraph (b) or (c)
below be applied to all outstanding Notes upon compliance with the conditions
set forth in Section 8.03.

          (b)     Upon Casella's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), Casella shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that Casella shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.04 hereof and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Notes and this Indenture and the Guarantors shall be
deemed to have satisfied all of their obligations under the Subsidiary
Guarantees and this Indenture (and the Trustee, on demand of and at the expense
of Casella, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder:



                                      -87-

          (i)     the rights of Holders of outstanding Notes to receive, solely
     from the trust fund described in Section 8.04 hereof, and as more fully set
     forth in such Section 8.04, payments in respect of the principal of,
     premium, if any, and interest on such Notes when such payments are due;

          (ii)    Casella's obligations with respect to such Notes under Article
     Two and Section 4.02 hereof;

          (iii)   the rights, powers, trusts, duties and immunities of the
     Trustee hereunder and Casella's obligations in connection therewith; and

          (iv)    this Article Eight.

          Subject to compliance with this Article Eight, Casella may exercise
its option under this Section 8.02(b) notwithstanding the prior exercise of its
option under Section 8.02(c) hereof.

          (c)     Upon Casella's exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), Casella and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.03 hereof,
be released from their respective obligations under the covenants contained in
Sections 4.03 (with respect to Restricted Subsidiaries only), 4.04, 4.05, 4.07
and 4.09 through 4.22 and clause (4) of Section 5.01(a) hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.03 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
Casella and the Guarantors may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute an Event of Default under Section 6.01 hereof, but, except
as specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon Casella's exercise under paragraph (a)
hereof of the option applicable to this paragraph (c), subject to the
satisfaction of the conditions set forth in Section 8.03 hereof, clauses (3),
(5) and (6) of Section 6.01 hereof shall not constitute Events of Default.



                                      -88-

SECTION 8.03.  CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

          The following shall be the conditions to the application of either
Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1)     Casella must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the Notes, cash in U.S. Legal Tender,
     U.S. Government Obligations, or a combination thereof, in such amounts as
     will be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants, to pay the principal of, premium, if any,
     and interest on the outstanding Notes on the Stated Maturity or on the
     applicable redemption date, as the case may be, and Casella must specify
     whether the Notes are being defeased to maturity or to a particular
     redemption date;

          (2)     in the case of an election under Section 8.02(b) hereof,
     Casella shall have delivered to the Trustee an Opinion of Counsel
     reasonably acceptable to the Trustee confirming that (a) Casella has
     received from, or there has been published by, the Internal Revenue Service
     a ruling or (b) since the date of this Indenture, there has been a change
     in the applicable federal income tax law, in either case to the effect
     that, and based thereon such Opinion of Counsel shall confirm that, the
     Holders of the outstanding Notes will not recognize income, gain or loss
     for federal income tax purposes as a result of such Legal Defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Legal
     Defeasance had not occurred;

          (3)     in the case of an election under Section 8.02(c) hereof,
     Casella shall have delivered to the Trustee an Opinion of Counsel
     reasonably acceptable to the Trustee confirming that the Holders of the
     outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such Covenant Defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Covenant Defeasance
     had not occurred;

          (4)     no Default shall have occurred and be continuing either: (a)
     on the date of such deposit (other than a Default resulting from the
     borrowing of funds to be applied to such deposit), or (b) insofar as Events
     of Default from bankruptcy or insolvency events are concerned, at any time
     in the period ending on the 91st day after the date of deposit; PROVIDED
     that such Legal Defeasance or Covenant Defeasance, as the case may be,
     shall be deemed to have occurred on the date of such deposit, subject to an
     Event of Default from bankruptcy or insolvency within such 91-day period;



                                      -89-

          (5)     such Legal Defeasance or Covenant Defeasance will not result
     in a breach or violation of, or constitute a default under, any material
     agreement or instrument (other than this Indenture) to which Casella or any
     of its Restricted Subsidiaries is a party or by which Casella or any of its
     Restricted Subsidiaries is bound;

          (6)     Casella must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by Casella with the intent of
     preferring the Holders of Notes over the other creditors of Casella with
     the intent of defeating, hindering, delaying or defrauding creditors of
     Casella or others; and

          (7)     Casella must deliver to the Trustee an Officers' Certificate
     and an Opinion of Counsel stating that all conditions precedent relating to
     the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.04.  APPLICATION OF TRUST MONEY.

          The Trustee or Paying Agent shall hold in trust U.S. Legal Tender and
U.S. Government Obligations deposited with it pursuant to this Article Eight,
and shall apply the deposited U.S. Legal Tender and the money from U.S.
Government Obligations in accordance with this Indenture to the payment of
principal of and interest on the Notes. The Trustee shall be under no obligation
to invest said U.S. Legal Tender and U.S. Government Obligations except as it
may agree with Casella.

          Casella shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender and U.S.
Government Obligations deposited pursuant to Section 8.03 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to Casella from time to time upon Casella's request
any U.S. Legal Tender and U.S. Government Obligations held by it as provided in
Section 8.03 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.05.  REPAYMENT TO CASELLA.

          Subject to this Article Eight, the Trustee and the Paying Agent shall
promptly pay to Casella upon request any excess U.S. Legal Tender and U.S.
Government Obligations held by them at any time and thereupon shall be relieved
from all liability with respect to such



                                      -90-

money. The Trustee and the Paying Agent shall pay to Casella upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years; PROVIDED that the Trustee or such Paying Agent, before
being required to make any payment, may at the expense of Casella cause to be
published once in a newspaper of general circulation in the City of New York or
mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein which shall be at least 30
days from the date of such publication or mailing any unclaimed balance of such
money then remaining will be repaid to Casella. After payment to Casella,
Holders entitled to such money must look to Casella for payment as general
creditors unless an applicable law designates another Person.

SECTION 8.06.  REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any U.S. Legal
Tender and U.S. Government Obligations in accordance with this Article Eight by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, Casella's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article Eight until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender and U.S. Government Obligations in accordance
with this Article Eight; PROVIDED that if Casella has made any payment of
interest on or principal of any Notes because of the reinstatement of its
obligations, Casella shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the U.S. Legal Tender and U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  WITHOUT CONSENT OF HOLDERS.

          Subject to Section 9.03, Casella, the Guarantors and the Trustee,
together, may amend or supplement this Indenture, the Notes or the Subsidiary
Guarantees without notice to or consent of any Noteholder:

          (1)     to cure any ambiguity, defect or inconsistency;

          (2)     to provide for uncertificated Notes in addition to or in place
     of certificated Notes;



                                      -91-

          (3)     to provide for the assumption of Casella's obligations to
     Holders of Notes in the case of a merger or consolidation or sale of all or
     substantially all of Casella's assets;

          (4)     to make any change that would provide any additional rights or
     benefits to the Holders of Notes or that does not adversely affect the
     legal rights under this Indenture of any Holder; or

          (5)     to comply with requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the TIA;

PROVIDED that Casella has delivered to the Trustee an Opinion of Counsel and an
Officers' Certificate, each stating that such amendment or supplement complies
with the provisions of this Section 9.01.

SECTION 9.02.  WITH CONSENT OF HOLDERS.

          (a)     Subject to Sections 6.07 and 9.03, Casella, the Guarantors and
the Trustee, together, with the written consent of the Holder or Holders of a
majority in aggregate principal amount of the outstanding Notes, may amend or
supplement this Indenture, the Notes or the Subsidiary Guarantees, without
notice to any other Noteholders. Subject to Sections 6.07 and 9.03, the Holder
or Holders of a majority in aggregate principal amount of the outstanding Notes
may waive compliance with any provision of this Indenture, the Notes or the
Subsidiary Guarantees without notice to any other Noteholders.

          (b)     Notwithstanding Section 9.02(a), without the consent of each
Noteholder affected, an amendment, supplement or waiver, including a waiver
pursuant to Section 6.04, may not (with respect to any Notes held by a
non-consenting Holder):

          (1)     reduce the principal amount of Notes whose Holders must
     consent to an amendment, supplement or waiver;

          (2)     reduce the principal of or change or have the effect of
     changing the fixed maturity of any Note or alter the provisions with
     respect to the redemption of the Notes (other than provisions of Sections
     4.09 and 4.13);

          (3)     reduce the rate of or change the time for payment of interest
     on any Note;

          (4)     waive an uncured Default in the payment of principal of or
     premium, if any, or interest on the Notes (except a rescission of
     acceleration of the Notes by the



                                      -92-

     Holders of a majority in aggregate principal amount of the Notes and a
     waiver of the payment default that resulted from such acceleration);

          (5)     make any Note payable in money other than that stated in the
     Notes;

          (6)     impair or affect the right of any Holder of Notes to receive
     payment of principal of and interest on the Notes on or after the due dates
     therefor or to institute suit for payment for the enforcement of any such
     payment on or after the due dates therefor, or make any changes in the
     provisions of this Indenture permitting Holders of a majority in principal
     amount of Notes to waive any past Default and its consequences;

          (7)     waive a redemption payment with respect to any Note (other
     than a payment required by one of the provisions of Section 4.09 or Section
     4.13, subject to clause (9) below);

          (8)     release any Guarantor from any of its obligations under its
     Subsidiary Guarantee or this Indenture otherwise than in accordance with
     the terms of this Indenture;

          (9)     in the event that a Change of Control has occurred or an Asset
     Sale has been consummated, amend, change or modify in any material respect
     the obligation of Casella to make and consummate a Change of Control Offer
     or make and consummate an Asset Sale Offer with respect to such Change of
     Control or Asset Sale;

          (10)    make any change to Article Ten or Section 11.02 (including the
     related definitions) that adversely affects the rights of the Holders of
     the Notes; or

          (11)    make any change in the preceding amendment and waiver
     provisions.

          (c)     It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment,
supplement or waiver but it shall be sufficient if such consent approves the
substance thereof.

          (d)     After an amendment, supplement or waiver under this Section
9.02 becomes effective, Casella shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
Casella to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.



                                      -93-

SECTION 9.03.  EFFECT ON SENIOR DEBT.

          No amendment of, or supplement or waiver to, this Indenture shall
adversely affect the rights of any holder of Senior Debt under Article Ten and
Section 11.02 and the defined terms as used therein without the consent of such
holder or its Representative.

SECTION 9.04.  COMPLIANCE WITH TIA.

          From the date on which this Indenture is qualified under the TIA,
every amendment, waiver or supplement of this Indenture, the Notes or the
Subsidiary Guarantees shall comply with the TIA as then in effect.

SECTION 9.05.  REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
his Note or portion of his Note by notice to the Trustee or Casella received
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Notes have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

          Casella may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date. Casella shall inform the Trustee in writing of the fixed
record date if applicable.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Noteholder, unless it makes a change described in any of clauses (1)
through (11) of Section 9.02(b), in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; PROVIDED that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Note, on or after the respective due dates therefor, or to bring suit for
the enforcement



                                      -94-

of any such payment on or after such respective dates without the consent of
such Holder.

SECTION 9.06.  NOTATION ON OR EXCHANGE OF NOTES.

          If an amendment, supplement or waiver changes the terms of a Note,
Casella may require the Holder of the Note to deliver it to the Trustee. Casella
shall provide the Trustee with an appropriate notation on the Note about the
changed terms and cause the Trustee to return it to the Holder at Casella's
expense. Alternatively, if Casella or the Trustee so determines, Casella in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.

SECTION 9.07.  TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; PROVIDED that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture and constituted the legal, valid and binding obligations of Casella
enforceable in accordance with its terms. Such Opinion of Counsel shall be at
the expense of Casella.

                                   ARTICLE TEN

                             SUBORDINATION OF NOTES

SECTION 10.01. NOTES SUBORDINATED TO SENIOR DEBT.

          Anything herein to the contrary notwithstanding, Casella, for itself
and its successors, and each Holder, by his or her acceptance of Notes, agrees
that the payment of all Obligations owing to the Holders in respect of the Notes
is subordinated, to the extent and in the manner provided in this Article Ten,
to the prior payment in full in cash or cash equivalents, or such payment duly
provided for to the satisfaction of the holders of Senior Debt, of all
Obligations on Senior Debt (including the Obligations with respect to the Senior
Credit Facility, whether outstanding on the Issue Date or thereafter incurred).
Notwithstanding the foregoing, payments and distributions (A) of Permitted
Junior Securities and (B) made relating to the Notes from the trust established
pursuant to Article Eight shall not be so subordinated in right



                                      -95-

of payment, so long as, with respect to (B), (i) the conditions specified in
Article Eight (without any waiver or modification of the requirement that the
deposits pursuant thereto do not conflict with the terms of the Senior Credit
Facility or any other Senior Debt) are satisfied on the date of any deposit
pursuant to said trust and (ii) such payments and distributions did not violate
the provisions of this Article Ten or Section 11.02 of this Indenture when made.

          This Article Ten shall constitute a continuing offer to all Persons
who become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.

SECTION 10.02. SUSPENSION OF PAYMENT WHEN SENIOR DEBT IS IN DEFAULT.

          (a)     If any default occurs and is continuing in the payment when
due, whether at maturity, upon any redemption, by declaration or otherwise, of
any principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or fees with respect to, any Senior Debt (a "PAYMENT DEFAULT"), then
no payment or distribution of any kind or character shall be made by or on
behalf of Casella or any other Person on its or their behalf with respect to any
Obligations on or relating to the Notes or to acquire any of the Notes for cash
or assets or otherwise.

          (b)     If any other event of default (other than a Payment Default)
occurs and is continuing with respect to any Designated Senior Debt (as such
event of default is defined in the instrument creating or evidencing such
Designated Senior Debt) permitting the holders of such Designated Senior Debt
then outstanding to accelerate the maturity thereof (a "NON-PAYMENT DEFAULT")
and if the Representative for the respective issue of Designated Senior Debt
gives notice of the Non-Payment Default to the Trustee stating that such notice
is a payment blockage notice (a "PAYMENT BLOCKAGE NOTICE"), then during the
period (the "PAYMENT BLOCKAGE PERIOD") beginning upon the delivery of such
Payment Blockage Notice and ending on the earlier of the 179th day after such
delivery and the date on which (x) all events of default with respect to all
Designated Senior Debt have been cured or waived or cease to exist, (y) all
Designated Senior Debt with respect to which any such Non-Payment Default has
occurred and is continuing is discharged or paid in full in cash or cash
equivalents, or (z) the Trustee receives notice thereof from the Representative
for the respective issue of Designated Senior Debt terminating the Payment
Blockage Period, neither Casella nor any other Person on its behalf shall (x)
make any payment of any kind or character with respect to any Obligations on or
with respect to the Notes or (y) acquire any of the Notes for cash or assets or
otherwise. Notwithstanding anything herein to the contrary, (x) in no event will
a Payment Blockage Period extend beyond 179 days from the date the applicable
Payment Blockage Notice is received by the Trustee and (y) only one such Payment
Blockage Period may be commenced within any 360 consecutive days. For all
purposes of this Section 10.02(b), no Non-Payment



                                      -96-

Default which existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Debt shall be, or
be made, the basis for the commencement of a second Payment Blockage Period by
the Representative of such Designated Senior Debt whether or not within a period
of 360 consecutive days, unless such Non-Payment Default shall have been cured
or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent action, or any breach of any financial
covenants for a period ending after the date of commencement of such Payment
Blockage Period that, in either case, would give rise to a Non-Payment Default
pursuant to any provisions under which a Non-Payment Default previously existed
or was continuing shall constitute a new Non-Payment Default for this purpose).

          (c)     The foregoing Sections 10.02(a) and (b) shall not apply to
payments and distributions (A) of Permitted Junior Securities and (B) made
relating to the Notes from the trust established pursuant to Article Eight, so
long as, with respect to (B), (i) the conditions specified in Article Eight
(without any waiver or modification of the requirement that the deposits
pursuant thereto do not conflict with the terms of the Senior Credit Facility or
any other Senior Debt) are satisfied on the date of any deposit pursuant to said
trust and (ii) such payments and distributions did not violate the provisions of
this Article Ten when made.

          (d)     In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by the foregoing provisions of this Section 10.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt (PRO RATA to such holders on the basis of the respective amount of
Senior Debt held by such holders) or their respective Representatives, as their
respective interests may appear. The Trustee shall be entitled to rely on
information regarding amounts outstanding on the Senior Debt, if any, received
from the holders of the Senior Debt (or their Representatives).

          Nothing contained in this Article Ten shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; PROVIDED that all Senior Debt thereafter due or declared to be due
shall first be paid in full in cash or cash equivalents before the Holders are
entitled to receive any payment of any kind or character with respect to
Obligations on the Notes.

SECTION 10.03. NOTES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT ON
               DISSOLUTION, LIQUIDATION OR REORGANIZATION OF CASELLA.

          (a)     Upon any payment or distribution of assets of Casella of any
kind or character, whether in cash, assets or securities, to creditors upon any
total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling



                                      -97-

of assets and liabilities of Casella or in a bankruptcy, reorganization,
insolvency, receivership or other similar proceeding relating to Casella or its
assets, whether voluntary or involuntary, all Obligations due or to become due
upon all Senior Debt shall first be paid in full in cash or cash equivalents, or
such payment duly provided for to the satisfaction of the holders of Senior
Debt, before any payment or distribution of any kind or character is made on
account of any Obligations on or relating to the Notes, or for the acquisition
of any of the Notes for cash or assets or otherwise. Upon any such dissolution,
winding-up, liquidation, reorganization, receivership or similar proceeding, any
payment or distribution of assets of Casella of any kind or character, whether
in cash, assets or securities, to which the Holders of the Notes or the Trustee
under this Indenture would be entitled, except for the provisions hereof, shall
be paid by Casella or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee under this Indenture if received by them, directly to
the holders of Senior Debt (PRO RATA to such holders on the basis of the
respective amounts of Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of Senior Debt remaining
unpaid until all such Senior Debt has been paid in full in cash or cash
equivalents after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of Senior Debt.

          (b)     To the extent any payment of Senior Debt (whether by or on
behalf of Casella, as proceeds of security or enforcement of any right of setoff
or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then, if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person, the Senior Debt or part thereof originally intended to
be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

          It is further agreed that any diminution (whether pursuant to court
decree or otherwise, including without limitation for any of the reasons
described in the preceding sentence) of Casella's obligation to make any
distribution or payment pursuant to any Senior Debt, except to the extent such
diminution occurs by reason of the repayment (which has not been disgorged or
returned) of such Senior Debt in cash or cash equivalents, shall have no force
or effect for purposes of the subordination provisions contained in this Article
Ten, with any turnover of payments as otherwise calculated pursuant to this
Article Ten to be made as if no such diminution had occurred.

          (c)     In the event that, notwithstanding the foregoing, any payment
or distribution of assets of Casella of any kind or character, whether in cash,
assets or securities, shall be received by any Holder when such payment or
distribution is prohibited by this Section 10.03,



                                      -98-

such payment or distribution shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (PRO RATA to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or cash equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior Debt.

          (d)     The consolidation of Casella with, or the merger of Casella
with or into, another Person or the liquidation or dissolution of Casella
following the conveyance or transfer of all or substantially all of its assets,
to another Person upon the terms and conditions provided in Article Five hereof
and as long as permitted under the terms of the Senior Debt shall not be deemed
a dissolution, winding-up, liquidation or reorganization for the purposes of
this Section if such other Person shall, as a part of such consolidation,
merger, conveyance or transfer, assume Casella's obligations hereunder in
accordance with Article Five hereof.

SECTION 10.04. PAYMENTS MAY BE MADE PRIOR TO DISSOLUTION.

          Nothing contained in this Article Ten or elsewhere in this Indenture
shall prevent (i) Casella, except under the conditions described in Sections
10.02 and 10.03, from making payments at any time for the purpose of making
payments of principal of and interest on the Notes, or from depositing with the
Trustee any moneys for such payments, or (ii) in the absence of actual knowledge
by the Trustee that a given payment would be prohibited by Section 10.02 or
10.03, the application by the Trustee of any moneys deposited with it for the
purpose of making such payments of principal of, and interest on, the Notes to
the Holders entitled thereto unless at least two Business Days prior to the date
upon which such payment would otherwise become due and payable a Responsible
Officer of the Trustee shall have actually received the written notice provided
for in the first sentence of Section 10.02(b) or in Section 10.07 (PROVIDED
that, notwithstanding the foregoing, the Holders receiving any payments made in
contravention of Section 10.02 and/or 10.03 (and the respective such payments)
shall otherwise be subject to the provisions of Section 10.02 and Section
10.03). Casella shall give prompt written notice to the Trustee of any
dissolution, winding-up, liquidation or reorganization of Casella, although any
delay or failure to give any such notice shall have no effect on the
subordination provisions contained herein.

SECTION 10.05. HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT.

          Subject to the payment in full in cash or cash equivalents of all
Senior Debt, the Holders of the Notes shall be subrogated to the rights of the
holders of Senior Debt to receive



                                      -99-

payments or distributions of cash, assets or securities of Casella applicable to
the Senior Debt until the Notes shall be paid in full; and, for the purposes of
such subrogation, no such payments or distributions to the holders of the Senior
Debt by or on behalf of Casella, or by or on behalf of the Holders by virtue of
this Article Ten, which otherwise would have been made to the Holders shall, as
between Casella and the Holders, be deemed to be a payment by Casella to or on
account of the Senior Debt, it being understood that the provisions of this
Article Ten are and are intended solely for the purpose of defining the relative
rights of the Holders, on the one hand, and the holders of Senior Debt, on the
other hand.

SECTION 10.06. OBLIGATIONS OF CASELLA UNCONDITIONAL.

          Nothing contained in this Article Ten or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as among Casella, its creditors
other than the holders of Senior Debt, and the Holders, the obligation of
Casella, which is absolute and unconditional, to pay to the Holders the
principal of and any interest on the Notes as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of the Holders and creditors of Casella other than the
holders of the Senior Debt, nor shall anything herein or therein prevent the
Holder of any Note or the Trustee on its behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, in respect of cash, assets or securities of Casella
received upon the exercise of any such remedy.

SECTION 10.07. NOTICE TO TRUSTEE.

          Casella shall give prompt written notice to the Trustee of any fact
known to Casella which would prohibit the making of any payment to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article Ten,
although any delay or failure to give any such notice shall have no effect on
the subordination provisions contained herein. Regardless of anything to the
contrary contained in this Article Ten or elsewhere in this Indenture, the
Trustee shall not be charged with knowledge of the existence of any default or
event of default with respect to any Senior Debt or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing from Casella, or from a holder
of Senior Debt or a Representative therefor and, prior to the receipt of any
such written notice, the Trustee shall be entitled to assume (in the absence of
actual knowledge to the contrary) that no such facts exist. The Trustee shall be
entitled to rely on the delivery to it of any notice pursuant to this Section
10.07 to establish that such notice has been given by a holder of Senior Debt
(or a trustee thereof).

          In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Ten, the Trustee may request such Person to



                                      -100-

furnish evidence to the satisfaction of the Trustee as to the amounts of Senior
Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Ten, and if such evidence is not
furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

SECTION 10.08. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

          Upon any payment or distribution of assets of Casella referred to in
this Article Ten, the Trustee, subject to the provisions of Article Seven
hereof, and the Holders of the Notes shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which any insolvency,
bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization
or similar case or proceeding is pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered
to the Trustee or the Holders of the Notes, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
the Senior Debt and other Indebtedness of Casella, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Ten.

SECTION 10.09. TRUSTEE'S RELATION TO SENIOR DEBT.

          The Trustee and any agent of Casella or the Trustee shall be entitled
to all the rights set forth in this Article Ten with respect to any Senior Debt
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Debt and nothing in this Indenture
shall deprive the Trustee or any such agent of any of its rights as such holder.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt.

          Whenever a distribution is to be made or a notice given to holders or
owners of Senior Debt, the distribution may be made and the notice may be given
to their Representative, if any.



                                      -101-

SECTION 10.10. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF CASELLA
               OR HOLDERS OF SENIOR DEBT.

          No right of any present or future holders of any Senior Debt to
enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of Casella or by
any act or failure to act, in good faith, by any such holder, or by any
noncompliance by Casella with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee, without incurring responsibility to the
Trustee or the Holders of the Notes and without impairing or releasing the
subordination provided in this Article Ten or the obligations hereunder of the
Holders of the Notes to the holders of the Senior Debt, do any one or more of
the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Debt, or otherwise amend or
supplement in any manner Senior Debt, or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any Person liable in any manner for the
payment or collection of Senior Debt; and (iv) exercise or refrain from
exercising any rights against Casella and any other Person.

SECTION 10.11. NOTEHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
               NOTES.

          Each Holder of Notes by its acceptance of them authorizes and
expressly directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior Debt
and the Holders of Notes, the subordination provided in this Article Ten, and
appoints the Trustee its attorney-in-fact for such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of Casella
(whether in bankruptcy, insolvency, receivership, reorganization or similar
proceedings or upon an assignment for the benefit of credits or otherwise)
tending towards liquidation of the business and assets of Casella, the filing of
a claim for the unpaid balance of its Notes and accrued interest in the form
required in those proceedings.

          If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Senior Debt or their
Representative are or is hereby authorized to have the right to file and are or
is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Notes. Nothing herein contained shall be deemed to authorize the
Trustee or the holders of Senior Debt or their Representative to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment



                                      -102-

or composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Senior Debt or their Representative to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 10.12. THIS ARTICLE TEN NOT TO PREVENT EVENTS OF DEFAULT.

          The failure to make a payment on account of principal of or interest
on the Notes by reason of any provision of this Article Ten will not be
construed as preventing the occurrence of an Event of Default.

SECTION 10.13. TRUSTEE'S COMPENSATION NOT PREJUDICED.

          Nothing in this Article Ten will apply to amounts due to the Trustee
(other than payments of Obligations owing to Holders in respect of Notes)
pursuant to other sections of this Indenture.

                                 ARTICLE ELEVEN

                              SUBSIDIARY GUARANTEE

SECTION 11.01. UNCONDITIONAL GUARANTEE.

          Subject to the provisions of this Article Eleven, each of the
Guarantors hereby, jointly and severally, unconditionally and irrevocably
guarantees, on a senior subordinated basis to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of Casella or any other Guarantors to the Holders
or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes when and as the
same shall become due and payable, whether at maturity, upon redemption or
repurchase, by acceleration or otherwise, (y) the due and punctual payment of
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Notes and (z) the due and punctual payment and performance of all
other obligations of Casella and all other obligations of the other Guarantors
(including under the Subsidiary Guarantees), in each case, to the Holders or the
Trustee hereunder or thereunder (including amounts due the Trustee under Section
7.07 hereof), all in accordance with the terms hereof and thereof (collectively,
the "GUARANTEE OBLIGATIONS"); and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the due and
punctual payment and performance of Guarantee Obligations in accordance with the
terms of the extension or renewal, whether at maturity, upon redemption or
repurchase, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, or failing performance of



                                      -103-

any other obligation of Casella to the Holders under this Indenture or under the
Notes, for whatever reason, each Guarantor shall be obligated to pay, or to
perform or cause the performance of, the same immediately. A Default under this
Indenture or the Notes shall constitute an event of default under the Subsidiary
Guarantees, and shall entitle the Holders of Notes to accelerate the obligations
of the Guarantors thereunder in the same manner and to the same extent as the
obligations of Casella.

          Each of the Guarantors hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against Casella, any action to enforce the same,
whether or not a Subsidiary Guarantee is affixed to any particular Note, or any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each of the Guarantors hereby waives the
benefit of diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of Casella, any right to require
a proceeding first against Casella, protest, notice and all demands whatsoever
and covenants that its Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes, this Indenture
and this Subsidiary Guarantee. This Subsidiary Guarantee is a guarantee of
payment and not of collection. If any Holder or the Trustee is required by any
court or otherwise to return to Casella or to any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to Casella or
such Guarantor, any amount paid by Casella or such Guarantor to the Trustee or
such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Guarantor further agrees
that, as between it, on the one hand, and the Holders of Notes and the Trustee,
on the other hand, (a) subject to this Article Eleven, the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six for
the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article Six hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Subsidiary Guarantee.

SECTION 11.02. SUBORDINATION OF SUBSIDIARY GUARANTEE.

          The obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article Eleven shall be junior and subordinated to the prior
payment in full in cash or Cash Equivalents of the Senior Debt of such Guarantor
on the same basis as the Notes are junior and subordinated to Senior Debt of
Casella. For the purposes of the foregoing sentence, the Trustee and the Holders
shall have the right to receive and/or retain payments by any of



                                      -104-

the Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article Ten hereof.

SECTION 11.03. LIMITATION ON GUARANTOR LIABILITY.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Subsidiary Guarantee and this
Article Eleven shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
such Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article Eleven, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent transfer or
conveyance.

SECTION 11.04. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

          To further evidence its Subsidiary Guarantee set forth in
Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee, substantially in the form of EXHIBIT E hereto, shall be endorsed on
each Note authenticated and delivered by the Trustee. Such Subsidiary Guarantee
shall be executed on behalf of each Guarantor by either manual or facsimile
signature of one Officer or other person duly authorized by all necessary
corporate action of each Guarantor who shall have been duly authorized to so
execute by all requisite corporate action. The validity and enforceability of
any Subsidiary Guarantee shall not be affected by the fact that it is not
affixed to any particular Note.

          Each of the Guarantors hereby agrees that its Subsidiary Guarantee set
forth in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

          If an Officer of a Guarantor whose signature is on this Indenture or a
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which such Subsidiary Guarantee is endorsed or at any
time thereafter, such Guarantor's Subsidiary Guarantee of such Note shall
nevertheless be valid.



                                      -105-

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set
forth in this Indenture on behalf of each Guarantor.

SECTION 11.05. RELEASE OF A GUARANTOR.

          The Subsidiary Guarantee of a Guarantor will be released:

          (a)     upon the sale or other disposition (including by way of merger
     or consolidation), to any Person that is not an Affiliate of Casella, of
     all of the Capital Stock of that Guarantor held by Casella or any of its
     Restricted Subsidiaries or of all or substantially all of the assets of
     that Guarantor; PROVIDED that such sale or other disposition is made in
     accordance with this Indenture and, if Casella or any of its Restricted
     Subsidiaries intends to comply with the provisions of Section 4.13 by
     purchasing Replacement Assets, Casella delivers to the Trustee a written
     agreement that it will do so within the time frame set forth in Section
     4.13; or

          (b)     if Casella designates such Guarantor as an Unrestricted
     Subsidiary in accordance with this Indenture;

PROVIDED, HOWEVER, in either case that any such termination shall occur only to
the extent that all obligations of such Guarantor under all of its Guarantees of
any Indebtedness of Casella or any Indebtedness of any other Guarantor shall
also terminate upon such release and none of its Equity Interests are pledged
for the benefit of any holder of any Indebtedness of Casella or any Indebtedness
of any Restricted Subsidiary of Casella.

          The Trustee shall execute an appropriate instrument prepared by
Casella evidencing the release of a Guarantor from its obligations under its
Subsidiary Guarantee upon receipt of a request by Casella or such Guarantor
accompanied by an Officers' Certificate and an Opinion of Counsel certifying as
to the compliance with this Section 11.05; PROVIDED, HOWEVER, that the legal
counsel delivering such Opinion of Counsel may rely as to matters of fact on one
or more Officers' Certificates of Casella.

          Except as set forth in Articles Four and Five and this Section 11.05,
nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into Casella or another Guarantor
or shall prevent any sale or conveyance of the property of a Guarantor as an
entirety or substantially as an entirety to Casella or another Guarantor.



                                      -106-

SECTION 11.06. WAIVER OF SUBROGATION.

          Until this Indenture is discharged and all of the Notes are discharged
and paid in full, each Guarantor hereby irrevocably waives and agrees not to
exercise any claim or other rights which it may now or hereafter acquire against
Casella that arise from the existence, payment, performance or enforcement of
Casella's obligations under the Notes or this Indenture and such Guarantor's
obligations under this Subsidiary Guarantee and this Indenture, in any such
instance including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against Casella, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from Casella,
directly or indirectly, in cash or other assets or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
any amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Trustee or the Holders and
shall forthwith be paid to the Trustee for the benefit of itself or such Holders
to be credited and applied to the obligations in favor of the Trustee or the
Holders, as the case may be, whether matured or unmatured, in accordance with
the terms of this Indenture. Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
this Indenture and that the waiver set forth in this Section 11.06 is knowingly
made in contemplation of such benefits.

SECTION 11.07. IMMEDIATE PAYMENT.

          Each Guarantor agrees to make immediate payment to the Trustee on
behalf of the Holders of all Guarantee Obligations owing or payable to the
respective Holders upon receipt of a demand for payment therefor by the Trustee
to such Guarantor in writing.

SECTION 11.08. NO SET-OFF.

          Each payment to be made by a Guarantor hereunder in respect of the
Guarantee Obligations shall be payable in the currency or currencies in which
such Guarantee Obligations are denominated, and shall be made without set-off,
counterclaim, reduction or diminution of any kind or nature.



                                      -107-

SECTION 11.09. GUARANTEE OBLIGATIONS ABSOLUTE.

          The obligations of each Guarantor hereunder are and shall be absolute
and unconditional and any monies or amounts expressed to be owing or payable by
each Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Guarantee shall be recoverable from such Guarantor as a primary
obligor and principal debtor in respect thereof.

SECTION 11.10. GUARANTEE OBLIGATIONS CONTINUING.

          The obligations of each Guarantor hereunder shall be continuing and
shall remain in full force and effect until all such obligations have been paid
and satisfied in full. Each Guarantor agrees with the Trustee that it will from
time to time deliver to the Trustee suitable acknowledgments of this continued
liability hereunder and under any other instrument or instruments in such form
as counsel to the Trustee may advise and as will prevent any action brought
against it in respect of any default hereunder being barred by any statute of
limitations now or hereafter in force and, in the event of the failure of a
Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of such Guarantor to make, execute and deliver such written acknowledgment
or acknowledgments or other instruments as may from time to time become
necessary or advisable, in the judgment of the Trustee on the advice of counsel,
to fully maintain and keep in force the liability of such Guarantor hereunder.

SECTION 11.11. GUARANTEE OBLIGATIONS NOT REDUCED.

          The obligations of each Guarantor hereunder shall not be satisfied,
reduced or discharged solely by the payment of such principal, premium, if any,
interest, fees and other monies or amounts as may at any time prior to discharge
of this Indenture pursuant to Article Eight be or become owing or payable under
or by virtue of or otherwise in connection with the Notes or this Indenture.

SECTION 11.12. GUARANTEE OBLIGATIONS REINSTATED.

          The obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment
which would otherwise have reduced the obligations of any Guarantor hereunder
(whether such payment shall have been made by or on behalf of Casella or by or
on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders upon
the insolvency, bankruptcy, liquidation or reorganization of Casella or any
Guarantor or otherwise, all as though such payment had not been made. If demand
for, or acceleration of the time for, payment by Casella or any other Guarantor
is stayed upon the insolvency, bankruptcy, liquidation or reorganization of
Casella or such



                                      -108-

Guarantor, all such Indebtedness otherwise subject to demand for payment or
acceleration shall nonetheless be payable by each Guarantor as provided herein.

SECTION 11.13. GUARANTEE OBLIGATIONS NOT AFFECTED.

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

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

          (b)     any irregularity, defect, unenforceability or invalidity in
     respect of any indebtedness or other obligation of Casella or any other
     Person under this Indenture, the Notes or any other document or instrument;

          (c)     any failure of Casella or any other Guarantor, whether or not
     without fault on its part, to perform or comply with any of the provisions
     of this Indenture, the Notes or any Subsidiary Guarantee, or to give notice
     thereof to a Guarantor;

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

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

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

          (g)     any change in the ownership, control, name, objects,
     businesses, assets, capital structure or constitution of Casella or a
     Guarantor;



                                      -109-

          (h)     any merger or amalgamation of Casella or a Guarantor with any
     Person or Persons;

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

          (j)     any other circumstance, including release of a Guarantor
     pursuant to Section 11.05 (other than by complete, irrevocable payment)
     that might otherwise constitute a legal or equitable discharge or defense
     of Casella under this Indenture or the Notes or of a Guarantor in respect
     of its Subsidiary Guarantee hereunder.

SECTION 11.14. WAIVER.

          Without in any way limiting the provisions of Section 11.01, each
Guarantor hereby waives notice of acceptance hereof, notice of any liability of
any Guarantor hereunder, notice or proof of reliance by the Holders upon the
obligations of any Guarantor hereunder, and diligence, presentment, demand for
payment on Casella, protest, notice of dishonor or non-payment of any of the
Guarantee Obligations, or other notice or formalities to Casella or any
Guarantor of any kind whatsoever.

SECTION 11.15. NO OBLIGATION TO TAKE ACTION AGAINST CASELLA.

          Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies against Casella or any other Person or
any property of Casella or any other Person before the Trustee is entitled to
demand payment and performance by any or all Guarantors of their liabilities and
obligations under their Subsidiary Guarantees or under this Indenture.

SECTION 11.16. DEALING WITH CASELLA AND OTHERS.

          The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor
hereunder and without the consent of or notice to any Guarantor, may

          (a)     grant time, renewals, extensions, compromises, concessions,
     waivers, releases, discharges and other indulgences to Casella or any other
     Person;

          (b)     take or abstain from taking security or collateral from
     Casella or from perfecting security or collateral of Casella;



                                      -110-

          (c)     release, discharge, compromise, realize, enforce or otherwise
     deal with or do any act or thing in respect of (with or without
     consideration) any and all collateral, mortgages or other security given by
     Casella or any third party with respect to the obligations or matters
     contemplated by this Indenture or the Notes;

          (d)     accept compromises or arrangements from Casella;

          (e)     apply all monies at any time received from Casella or from any
     security upon such part of the Guarantee Obligations as the Holders may see
     fit or change any such application in whole or in part from time to time as
     the Holders may see fit; and

          (f)     otherwise deal with, or waive or modify their right to deal
     with, Casella and all other Persons and any security as the Holders or the
     Trustee may see fit.

SECTION 11.17. DEFAULT AND ENFORCEMENT.

          If any Guarantor fails to pay in accordance with Section 11.07 hereof,
the Trustee may proceed in its name as trustee hereunder in the enforcement of
the Subsidiary Guarantee of any such Guarantor and such Guarantor's obligations
thereunder and hereunder by any remedy provided by law, whether by legal
proceedings or otherwise, and to recover from such Guarantor the obligations.

SECTION 11.18. AMENDMENT, ETC.

          No amendment, modification or waiver of any provision of this
Indenture relating to any Guarantor or consent to any departure by any Guarantor
or any other Person from any such provision will in any event be effective
unless it is signed by such Guarantor and the Trustee.

SECTION 11.19. ACKNOWLEDGMENT.

          Each Guarantor hereby acknowledges communication of the terms of this
Indenture and the Notes and consents to and approves of the same.

SECTION 11.20. COSTS AND EXPENSES.

          Each Guarantor shall pay on demand by the Trustee any and all costs,
fees and expenses (including, without limitation, legal fees on a solicitor and
client basis) incurred by the Trustee, its agents, advisors and counsel or any
of the Holders in enforcing any of their rights under any Subsidiary Guarantee.



                                      -111-

SECTION 11.21. NO MERGER OR WAIVER; CUMULATIVE REMEDIES.

          No Subsidiary Guarantee shall operate by way of merger of any of the
obligations of a Guarantor under any other agreement, including, without
limitation, this Indenture. No failure to exercise and no delay in exercising,
on the part of the Trustee or the Holders, any right, remedy, power or privilege
hereunder or under this Indenture or the Notes, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Notes preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Subsidiary
Guarantee and under this Indenture, the Notes and any other document or
instrument between a Guarantor and/or Casella and the Trustee are cumulative and
not exclusive of any rights, remedies, powers and privilege provided by law.

SECTION 11.22. SURVIVAL OF GUARANTEE OBLIGATIONS.

          Without prejudice to the survival of any of the other obligations of
each Guarantor hereunder, the obligations of each Guarantor under Section 11.01
shall survive the payment in full of the Guarantee Obligations and shall be
enforceable against such Guarantor without regard to and without giving effect
to any defense, right of offset or counterclaim available to or which may be
asserted by Casella or any Guarantor.

SECTION 11.23. GUARANTEE IN ADDITION TO OTHER GUARANTEE OBLIGATIONS.

          The obligations of each Guarantor under its Subsidiary Guarantee and
this Indenture are in addition to and not in substitution for any other
obligations to the Trustee or to any of the Holders in relation to this
Indenture or the Notes and any guarantees or security at any time held by or for
the benefit of any of them.

SECTION 11.24. SEVERABILITY.

          Any provision of this Article Eleven which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction
unless its removal would substantially defeat the basic intent, spirit and
purpose of this Indenture and this Article Eleven.

SECTION 11.25. SUCCESSORS AND ASSIGNS.

          Each Subsidiary Guarantee shall be binding upon and inure to the
benefit of each Guarantor and the Trustee and the other Holders and their
respective successors and permitted assigns, except that no Guarantor may assign
any of its obligations hereunder or thereunder.



                                      -112-

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01. TIA CONTROLS.

          If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required or deemed to be included in this
Indenture by the TIA, such required or deemed provision shall control.

SECTION 12.02. NOTICES.

          Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by nationally recognized overnight courier service, by telecopier or
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:

     if to Casella or a Guarantor:

          c/o Casella Waste Systems, Inc.
          25 Greens Hill Lane
          Rutland, Vermont 05701
          Attention: General Counsel

          Telephone: (802) 775-0325
          Facsimile: (802) 770-5348

     with a copy to:

          Hale and Dorr LLP
          60 State Street
          Boston, Massachusetts 02109
          Attention: Jeffrey Stein, Esq.

          Telephone: (617) 526-6624
          Facsimile: (617) 526-5000



                                      -113-

     if to the Trustee:

          U.S. Bank National Association
          Corporate Trust Services
          Goodwin Square, 23rd Floor
          225 Asylum Street
          Hartford, CT 06103
          Attention: Corporate Trust Department

          Telephone: (860) 244-1859
          Facsimile: (860) 244-1897

     with a copy to:

          Nixon Peabody LLP
          101 Federal Street
          Boston, MA 02110
          Jonathan Winnick, Esq.

          Telephone: (617) 345-1203
          Facsimile: (860) 244-1539

          Each of Casella and the Trustee by written notice to each other such
Person may designate additional or different addresses for notices to such
Person. Any notice or communication to Casella and the Trustee, shall be deemed
to have been given or made as of the date so delivered if personally delivered;
when answered back; when receipt is acknowledged, if telecopied; five (5)
calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee); and next Business Day if
by nationally recognized overnight courier service.

          Any notice or communication mailed to a Noteholder shall be mailed to
him by first class mail or other equivalent means at his address as it appears
on the registration books of the Registrar and shall be sufficiently given to
him if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.



                                      -114-

SECTION 12.03. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

          Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture, the Notes or the
Subsidiary Guarantees. Casella, the Trustee, the Registrar and any other Person
shall have the protection of TIA Section 312(c).

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by Casella to the Trustee to take any
action under this Indenture, Casella shall furnish to the Trustee at the request
of the Trustee:

          (1)     an Officers' Certificate, in form and substance satisfactory
     to the Trustee, stating that, in the opinion of the signers, all conditions
     precedent to be performed or effected by Casella, if any, provided for in
     this Indenture relating to the proposed action have been complied with; and

          (2)     an Opinion of Counsel stating that, in the opinion of such
     counsel, any and all such conditions precedent have been complied with.

SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'
Certificate required by Section 4.06, shall include:

          (1)     a statement that the Person making such certificate or opinion
     has read such covenant or condition;

          (2)     a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based;

          (3)     a statement that, in the opinion of such Person, he has made
     such examination or investigation as is necessary to enable him to express
     an informed opinion as to whether or not such covenant or condition has
     been complied with or satisfied; and

          (4)      a statement as to whether or not, in the opinion of each such
     Person, such condition or covenant has been complied with; PROVIDED,
     HOWEVER, that with respect to matters of fact an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.



                                      -115-

SECTION 12.06. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

          The Trustee, Paying Agent or Registrar may make reasonable rules for
its functions.

SECTION 12.07. LEGAL HOLIDAYS.

          If a payment date is not a Business Day, payment may be made on the
next succeeding day that is a Business Day.

SECTION 12.08. GOVERNING LAW.

          THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of any of Casella or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10. NO RECOURSE AGAINST OTHERS.

          No director, officer, employee, incorporator or stockholder of Casella
or of any Guarantor, as such, shall have any liability for any obligations of
Casella or the Guarantors under the Notes, this Indenture, the Guarantors'
Subsidiary Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. Such waiver and release are part of the
consideration for issuance of the Notes.

SECTION 12.11. SUCCESSORS.

          All agreements of Casella and the Guarantors in this Indenture, the
Notes and the Subsidiary Guarantees shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.



                                      -116-

SECTION 12.12. DUPLICATE ORIGINALS.

          All parties may sign any number of copies of this Indenture. Each
signed copy or counterpart shall be an original, but all of them together shall
represent the same agreement.

SECTION 12.13. SEVERABILITY.

          In case any one or more of the provisions in this Indenture, in the
Notes or in the Subsidiary Guarantees shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.



                                   SIGNATURES

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed all as of the date first written above.

                                  CASELLA WASTE SYSTEMS, INC.,
                                  as Issuer


                                  By: /s/ Richard A. Norris
                                      -----------------------------------
                                      Name: Richard A. Norris
                                      Title: Senior Vice President, Chief
                                             Financial Officer and Treasurer


                                       S-1





                                     Guarantors:

                                     ALL CYCLE WASTE, INC.
                                     ALTERNATE ENERGY, INC.
                                     ATLANTIC COAST FIBERS, INC.
                                     B. AND C. SANITATION CORPORATION
                                     BLASDELL DEVELOPMENT GROUP, INC.
                                     BRISTOL WASTE MANAGEMENT, INC.
                                     CASELLA NH INVESTORS CO., LLC
                                     CASELLA NH POWER CO., LLC
                                     CASELLA RTG INVESTORS CO., LLC
                                     CASELLA TRANSPORTATION, INC.
                                     CASELLA WASTE MANAGEMENT OF
                                        MASSACHUSETTS, INC.
                                     CASELLA WASTE MANAGEMENT OF N.Y., INC.
                                     CASELLA WASTE MANAGEMENT OF
                                        PENNSYLVANIA, INC.
                                     CASELLA WASTE MANAGEMENT, INC.
                                     DATA DESTRUCTION SERVICES, INC.
                                     FAIRFIELD COUNTY RECYCLING, INC.
                                     FCR CAMDEN, INC.
                                     FCR FLORIDA, INC.
                                     FCR GREENSBORO, INC.
                                     FCR GREENVILLE, INC.
                                     FCR MORRIS, INC.
                                     FCR PLASTICS, INC.
                                     FCR REDEMPTION, INC.
                                     FCR TENNESSEE, INC.
                                     FCR VIRGINIA, INC.
                                     FCR, INC.
                                     FOREST ACQUISITIONS, INC.
                                     GRASSLANDS INC.
                                     HAKES C & D DISPOSAL, INC.
                                     HIRAM HOLLOW REGENERATION CORP.
                                     THE HYLAND FACILITY ASSOCIATES
                                          By: Casella Waste Management of N.Y.,
                                              Inc., managing partner
                                     K-C INTERNATIONAL, LTD.
                                     KTI BIO FUELS, INC.
                                     KTI ENERGY OF VIRGINIA, INC.
                                     KTI ENVIRONMENTAL GROUP, INC.
                                     KTI NEW JERSEY FIBERS, INC.
                                     KTI OPERATIONS INC.
                                     KTI RECYCLING OF NEW ENGLAND, INC.
                                     KTI RECYCLING OF NEW JERSEY, INC.
                                     KTI SPECIALTY WASTE SERVICES, INC.



                                       S-2





                                     KTI, INC.
                                     MAINE ENERGY RECOVERY COMPANY,
                                        LIMITED PARTNERSHIP
                                          By: KTI Environmental Group, Inc.,
                                              general partner
                                     MECKLENBURG COUNTY RECYCLING, INC.
                                     NATURAL ENVIRONMENTAL, INC.
                                     NEW ENGLAND LANDFILL SOLUTIONS, LLC
                                          By: Rochester Environmental Park, LLC
                                     NEW ENGLAND WASTE SERVICES OF
                                        MASSACHUSETTS, INC.
                                     NEW ENGLAND WASTE SERVICES OF ME, INC.
                                     NEW ENGLAND WASTE SERVICES OF N.Y.,
                                        INC.
                                     NEW ENGLAND WASTE SERVICES OF
                                        VERMONT, INC.
                                     NEW ENGLAND WASTE SERVICES, INC.
                                     NEWBURY WASTE MANAGEMENT, INC.
                                     NORTH COUNTRY ENVIRONMENTAL
                                        SERVICES, INC.
                                     NORTHERN PROPERTIES CORPORATION OF
                                        PLATTSBURGH
                                     NORTHERN SANITATION, INC.
                                     PERC, INC.
                                     PERC MANAGEMENT COMPANY LIMITED
                                        PARTNERSHIP
                                          By: PERC, Inc., general partner
                                     PINE TREE WASTE, INC.
                                     R.A. BRONSON INC.
                                     RESOURCE RECOVERY OF CAPE COD, INC.
                                     RESOURCE RECOVERY SYSTEMS OF
                                        SARASOTA, INC.
                                     RESOURCE RECOVERY SYSTEMS, INC.
                                     RESOURCE TRANSFER SERVICES, INC.
                                     RESOURCE WASTE SYSTEMS, INC.
                                     ROCHESTER ENVIRONMENTAL PARK, LLC
                                     SCHULTZ LANDFILL, INC.
                                     SUNDERLAND WASTE MANAGEMENT, INC.
                                     U.S. FIBER, INC.
                                     WASTE-STREAM INC.
                                     WESTFIELD DISPOSAL SERVICE, INC.
                                     WINTERS BROTHERS, INC.


                                     By: /s/ Richard A. Norris
                                         ------------------------
                                         Name:  Richard A. Norris
                                         Title: Vice President and Treasurer


                                       S-3




                                     U.S. BANK NATIONAL ASSOCIATION,
                                     as Trustee


                                     By: /s/ Arthur L. Blakeslee
                                         -----------------------------------
                                         Name: Arthur L. Blakeslee
                                         Title: Assistant Vice President

                                       S-4



                                                                       EXHIBIT A

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

                           CASELLA WASTE SYSTEMS, INC.
                      9.75% Senior Subordinated Notes 2013

                                                                  CUSIP No.
No.                                                                 $

          CASELLA WASTE SYSTEMS, INC., a Delaware corporation ("Casella", which
term includes any successor corporation), for value received promises to pay to
CEDE & CO. or its registered assigns, the principal sum of                on
February 1, 2013.

          Interest Payment Dates: February 1 and August 1.

          Record Dates: January 15 and July 15.

          Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                       A-1


          IN WITNESS WHEREOF, Casella has caused this Note to be signed manually
or by facsimile by its duly authorized officer.

Dated:

                                         CASELLA WASTE SYSTEMS, INC.


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                       A-2


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This is one of the 9.75% Senior Subordinated Notes due 2013 described
in the within-mentioned Indenture.

Dated:                                   U.S. BANK NATIONAL ASSOCIATION,
                                         as Trustee


                                         By:
                                             -----------------------------------
                                             Authorized Signatory

                                       A-3


                                (Reverse of Note)

                    9.75% Senior Subordinated Notes due 2013

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          SECTION 1. INTEREST. Casella Waste Systems, Inc., a Delaware
corporation ("CASELLA"), promises to pay interest on the principal amount of
this Note at 9.75% per annum from the date of the authentication of this Note
by the Trustee until maturity. Casella will pay interest semi-annually on
February 1 and August 1 of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each an "INTEREST PAYMENT DATE"),
commencing on the Interest Payment Date next succeeding the date of the
authentication of this Note by the Trustee. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest
has been paid or a Note is issued after January 24, 2003, from the date of
original issuance of such Note; PROVIDED that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest
Payment Date. Casella shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand to the extent lawful at the interest rate
applicable to the Notes; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 2. METHOD OF PAYMENT. Casella will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 15 or July 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be issued in
denominations of $1,000 and integral multiples thereof. Casella shall pay
principal, premium, if any, and interest on the Notes in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts ("U.S. LEGAL TENDER"). Principal, premium,
if any, and interest on the Notes will be payable at the office or agency of
Casella maintained for such purpose or, at the option of Casella, payment of
interest may be made by check mailed to the Holders of the Notes at their
respective addresses set forth in the register of Holders of Notes; PROVIDED
that all payments of principal, premium and interest with respect to Notes the
Holders of which have given wire transfer instructions to Casella prior to the
Record Date will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof. Until
otherwise designated by Casella, Casella's office or agency in New York will be
the office of the Trustee maintained for such purpose.

                                       A-4


          SECTION 3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. Casella may change any Paying Agent or Registrar without notice to
any Holder. Casella or any of its Subsidiaries may act in any such capacity.

          SECTION 4. INDENTURE AND SUBORDINATION. Casella issued the Notes under
an Indenture dated as of January 24, 2003 ("INDENTURE") by and among Casella,
the Guarantors and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the
"TIA"). The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The payment of the
Notes will, to the extent set forth in the Indenture, be subordinated in right
of payment to the prior payment in full in cash or cash equivalents of all
Senior Debt.

          SECTION 5. OPTIONAL REDEMPTION. Except as set forth in Section 6
hereof, the Notes will not be redeemable at Casella's option prior to February
1, 2008. On or after February 1, 2008, the Notes will be subject to redemption
at any time at the option of Casella, in whole or in part, upon not less than 30
nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning on February 1 of the years indicated below:



          YEAR                                                  PERCENTAGE
          ----                                                  ----------
                                                              
          2008..........................................         104.875%
          2009..........................................         103.250%
          2010..........................................         101.625%
          2011 and thereafter...........................         100.000%


          SECTION 6. OPTIONAL REDEMPTION UPON PUBLIC EQUITY OFFERING. At any
time on or prior to February 1, 2006, Casella may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price equal to 109.750% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date, with the net cash proceeds of Public Equity Offerings by Casella; PROVIDED
that (i) at least 65% of the aggregate principal amount of Notes issued under
the Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by Casella and its Subsidiaries) and (ii) such
redemption shall occur within 90 days of the date of the closing of such Public
Equity Offering (disregarding the date of the closing of any over-allotment
option with respect thereto).

                                       A-5


          SECTION 7. MANDATORY REDEMPTION. For the avoidance of doubt, an offer
to purchase pursuant to Section 8 hereof shall not be deemed a redemption.
Casella shall not be required to make mandatory redemption payments with respect
to the Notes.

          SECTION 8. REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a
Change of Control, and subject to certain conditions set forth in the Indenture,
Casella will be required to offer to purchase all of the outstanding Notes at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, thereon to the date of repurchase.

          Casella is, subject to certain conditions and exceptions, obligated to
make an offer to purchase Notes at 100% of their principal amount, plus accrued
and unpaid interest, if any, thereon to the date of repurchase, with certain net
cash proceeds of certain sales or other dispositions of assets in accordance
with the Indenture.

          SECTION 9. NOTICE OF REDEMPTION. Notice of redemption will be mailed
by first class mail at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part. If
any Note is to be redeemed in part only, the notice of redemption that relates
to such Note shall state the portion of the principal amount thereof to be
redeemed. A new Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Note. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

          SECTION 10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and Casella may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. Casella or the Registrar is not
required to transfer or exchange any Note selected for redemption. Also, Casella
or the Registrar is not required to transfer or exchange any Notes for a period
of 15 days before a selection of Notes to be redeemed.

          SECTION 11. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes.

          SECTION 12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or compliance
with any provision may be waived with the consent of the Holders of a majority
in aggregate principal amount of the Notes then outstanding.

                                       A-6


Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture and the Notes to, among other things, cure any
ambiguity, defect or inconsistency in the Indenture, provide for uncertificated
Notes in addition to certificated Notes, comply with any requirements of the
Commission in connection with the qualification of the Indenture under the TIA,
or make any change that does not adversely affect the rights of any Holder of a
Note.

          SECTION 13. DEFAULTS AND REMEDIES. If a Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes generally may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of a Default
arising from certain events of bankruptcy or insolvency as set forth in the
Indenture, with respect to Casella or any Significant Subsidiary, all
outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default (except a Default relating to the payment
of principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default and its consequences under the Indenture
except a continuing Default in the payment of interest on, or the principal of,
or the premium on, the Notes.

          SECTION 14. RESTRICTIVE COVENANTS. The Indenture contains certain
covenants that, among other things, limit the ability of Casella and its
Restricted Subsidiaries to make restricted payments, to incur indebtedness, to
create liens, to sell assets, to permit restrictions on dividends and other
payments by Restricted Subsidiaries of Casella, to consolidate, merge or sell
all or substantially all of its assets or to engage in transactions with
affiliates. The limitations are subject to a number of important qualifications
and exceptions. Casella must annually report to the Trustee on compliance with
such limitations.

          SECTION 15. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder of Casella or any Guarantor, as such,
shall have any liability for any obligations of Casella or the Guarantors under
the Notes, the Indenture, the Guarantors' Subsidiary Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.

          SECTION 16. SUBSIDIARY GUARANTEES. This Note will be entitled to the
benefits of certain Subsidiary Guarantees made for the benefit of the Holders.
Reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and obligations thereunder of the
Guarantors, the Trustee and the Holders.

                                       A-7


          SECTION 17. TRUSTEE DEALINGS WITH CASELLA. The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with Casella, its Subsidiaries or their
respective Affiliates as if it were not the Trustee.

          SECTION 18. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

          SECTION 19. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entirety), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          SECTION 20. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DEFINITIVE NOTES. Pursuant to, but subject to the exceptions in,
the Exchange and Registration Rights Agreement, Casella and the Guarantors will
be obligated to consummate an exchange offer pursuant to which the Holder of
this Note shall have the right to exchange this Note for a 9.75% Senior
Subordinated Note due 2013 of Casella which shall have been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects to this Note (except that such note shall not be entitled to
Liquidated Damages). The Holders shall be entitled to receive certain Liquidated
Damages in the event such exchange offer is not consummated or the Notes are not
offered for resale and upon certain other conditions, all pursuant to and in
accordance with the terms of the Exchange and Registration Rights Agreement.(a)

          SECTION 21. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, Casella has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

- ----------
(a)  This Section not to appear on Exchange Notes

                                       A-8


          SECTION 22. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

          Casella will furnish to any Holder upon written request and without
charge a copy of the Indenture.

                                       A-9


                                 ASSIGNMENT FORM

I or we assign and transfer this Note to

________________________________________________________________________________

________________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)

________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

and irrevocably appoint _______________________________________ agent to
transfer this Note on the books of Casella. The agent may substitute another to
act for him.

Dated:                                  Signed:
       -----------------                       --------------------------------
                                                (Sign exactly as name appears on
                                                the other side of this Note)

Signature Guarantee:
                                 -----------------------------------------------
                                 Participant in a recognized Signature Guarantee
                                 Medallion Program (or other signature guarantor
                                 program reasonably acceptable to the Trustee)

          In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the date following the second anniversary of the original
issuance of this Note, the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer:

                                   [CHECK ONE]

(1) / / to Casella or a subsidiary thereof; or

(2) / / pursuant to and in compliance with Rule 144A under the Securities Act;
        or

(3) / / to an institutional "accredited investor" (as defined in Rule 501(a)(1),
        (2), (3) or (7) under the Securities Act) that has furnished to the
        Trustee a signed letter containing certain representations and
        agreements (the form of which letter can be obtained from the Trustee);
        or



(4) / / outside the United States to a "foreign purchaser" in compliance with
        Rule 904 of Regulation S under the Securities Act; or

(5) / / pursuant to the exemption from registration provided by Rule 144 under
        the Securities Act; or

(6) / / pursuant to an effective registration statement under the Securities
        Act; or

(7) / / pursuant to another available exemption from the registration statement
        requirements of the Securities Act of 1933;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of Casella as defined in Rule 144 under
the Securities Act (an "Affiliate"):

          / / The transferee is an Affiliate of Casella.

          Unless one of the items is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if item
(3), (4), (5) or (7) is checked, Casella or the Trustee may require, prior to
registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4)) and other information as the Trustee or Casella has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

          If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Dated:                                 Signed:
       -------------------------                 ------------------------------
                                                 (Sign exactly as name appears
                                                 on the other side of this Note)

Signature Guarantee:
                    ------------------------------------------------------------

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

          The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A

                                       -2-


and acknowledges that it has received such information regarding Casella as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      ----------------------                 -----------------------------------
                                             NOTICE:  To be executed by an
                                                      executive officer

                                       -3-


                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by Casella pursuant
to Section 4.09 or Section 4.13 of the Indenture, check the appropriate box:

          Section 4.09 / /               Section 4.13 / /

          If you want to elect to have only part of this Note purchased by
Casella pursuant to Section 4.09 or Section 4.13 of the Indenture, state the
amount: $___________


Dated:                                  Signed:
      -----------------                        ----------------------------
                                                (Sign exactly as name
                                                appears on the other side
                                                of this Note)

Signature Guarantee:
                                 -----------------------------------------------
                                 Participant in a recognized Signature Guarantee
                                 Medallion Program (or other signature guarantor
                                 program reasonably acceptable to the Trustee)

                                       -4-


                                                                       EXHIBIT B

                                 FORM OF LEGENDS

          Each Global Note and Physical Note that constitutes a Restricted
Security or is sold in compliance with Regulation S shall bear the following
legend (the "Private Placement Legend") on the face thereof until after the
second anniversary of the Issue Date, unless otherwise agreed by Casella and the
Holder thereof:

          THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
OTHER JURISDICTIONS.

          Each Global Note authenticated and delivered hereunder shall also bear
the following legend:

          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                                       B-1


          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO CASELLA OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.16 OF THE INDENTURE.

                                       B-2


                                                                       EXHIBIT C

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS

                                                               [        ], [   ]

U.S. Bank National Association
Corporate Trust Services
Goodwin Square, 23rd Floor
225 Asylum Street
Hartford, CT 06103

Ladies and Gentlemen:

          In connection with our proposed purchase of 9.75% Senior Subordinated
Notes due 2013 (the "Notes") of CASELLA WASTE SYSTEMS, INC., a Delaware
corporation ("Casella"), we confirm that:

          1.      We have received a copy of the Offering Circular (the
"Offering Circular"), dated January 21, 2003, relating to the Notes and such
other information as we deem necessary in order to make our investment decision.
We acknowledge that we have read and agreed to the matters stated in the section
entitled "Notice to Investors" of such Offering Circular, including the
restrictions on duplication and circulation of the Offering Circular.

          2.      We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture
relating to the Notes (the "Indenture") as described in the Offering Circular
and the undersigned agrees to be bound by, and not to resell, pledge or
otherwise transfer the Notes except in compliance with, such restrictions and
conditions and the Securities Act of 1933, as amended (the "Securities Act"),
and all applicable State securities laws.

          3.      We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered
or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Notes, we will do so only (i) to Casella or
any of its subsidiaries, (ii) inside the United States in accordance with Rule
144A under the Securities Act to a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act), (iii) inside the United States to an
institutional "accredited investor"

                                       C-1


(as defined below) that, prior to such transfer, furnishes (or has furnished on
its behalf by a U.S. broker-dealer) to the Trustee (as defined in the Indenture)
a signed letter containing certain representations and agreements relating to
the restrictions on transfer of the Notes (the form of which letter can be
obtained from the Trustee), (iv) outside the United States in accordance with
Regulation S promulgated under the Securities Act to non-U.S. persons, (v)
pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available), (vi) in accordance with another exemption from
the registration requirements of the Securities Act (and based upon an opinion
of counsel if Casella so requests) or (vii) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein.

          4.      We are not acquiring the Notes for or on behalf of, and will
not transfer the Notes to, any pension or welfare plan (as defined in Section 3
of the Employee Retirement Income Security Act of 1974, as amended) or plan (as
defined in Section 4975 of the Internal Revenue Code of 1986, as amended),
except as permitted in the section entitled "Notice to Investors" of the
Offering Circular.

          5.      We understand that, on any proposed resale of any Notes, we
will be required to furnish to the Trustee and Casella such certification, legal
opinions and other information as the Trustee and Casella may reasonably require
to confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Notes purchased by us will bear a legend to the
foregoing effect.

          6.      We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or their investment, as the case may be.

          7.      We are acquiring the Notes purchased by us for our account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

                                       C-2


          You, Casella, the Trustee and others are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.

                                         Very truly yours,

                                         [Name of Transferee]


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                       C-3


                                                                       EXHIBIT D

                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S

                                                               [        ], [   ]
U.S. Bank National Association
Corporate Trust Services
Goodwin Square, 23rd Floor
225 Asylum Street
Hartford, CT 06103

          Re:     Casella Waste Systems, Inc. ("Casella") 9.75% Senior
                  Subordinated Notes due 2013 (The "Notes")

Ladies and Gentlemen:

          In connection with our proposed sale of $[ ] aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

          (1)     the offer of the Notes was not made to a person in the United
     States;

          (2)     either (a) at the time the buy offer was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States, or (b) the transaction was executed in, on or through the
     facilities of a designated offshore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     prearranged with a buyer in the United States;

          (3)     no directed selling efforts have been made in the United
     States in contravention of the requirements of Rule 903(b) or Rule 904(b)
     of Regulation S, as applicable;

          (4)     the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

          (5)     we have advised the transferee of the transfer restrictions
     applicable to the Notes.

                                       D-1


          You, Casella and counsel for Casella are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                         Very truly yours,

                                         [Name of Transferor]


                                         By:
                                            ------------------------------------
                                                   Authorized Signature

                                       D-2


                                                                       EXHIBIT E

                              SUBSIDIARY GUARANTEE

          For value received, each of the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payment in United States dollars of principal of, premium, if any,
and interest on this Note in the amounts and at the times when due and interest
on the overdue principal, premium, if any, and interest, if any, of this Note,
if lawful, and the payment or performance of all other obligations of Casella
under the Indenture (as defined below) or the Notes, to the Holder of this Note
and the Trustee, all in accordance with and subject to the terms and limitations
of this Note, Article Eleven of the Indenture and this Subsidiary Guarantee.
This Subsidiary Guarantee will become effective in accordance with Article
Eleven of the Indenture and its terms shall be evidenced therein. The validity
and enforceability of any Subsidiary Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of January 24, 2003, among Casella
Waste Systems, Inc., a Delaware corporation, as issuer ("Casella"), the
Guarantors named therein and U.S. Bank National Association, as trustee (the
"Trustee"), as amended or supplemented (the "Indenture").

          The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article Eleven of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subsidiary Guarantee and all of the other
provisions of the Indenture to which this Subsidiary Guarantee relates.

          No director, officer, employee, incorporator or stockholder of any
Guarantor, as such, shall have any liability for any obligations of the
Guarantors under the Guarantors' Subsidiary Guarantees or for any claim based
on, in respect of, or by reason of, such obligations or their creation.

          This Subsidiary Guarantee is subordinated in right of payment, in the
manner and to the extent set forth in Article Eleven of the Indenture, to the
prior payment in full in cash or cash equivalents of all Senior Debt of the
Guarantors, whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed or guaranteed.

          THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW. The undersigned Guarantor hereby agrees to
submit to the jurisdiction of the

                                       E-1


courts of the State of New York in any action or proceeding arising out of or
relating to this Subsidiary Guarantee.

          This Subsidiary Guarantee is subject to release upon the terms set
forth in the Indenture.

                                       E-2



          IN WITNESS WHEREOF, each Guarantor has caused its Subsidiary
Guarantee to be duly executed.

Date:

                                              [            ]


                                              By:
                                                  ---------------------------
                                                  Name:
                                                  Title:






                                                                     EXHIBIT 4.5



                      FORM OF JUNIOR SUBORDINATED INDENTURE




================================================================================

                          CASELLA WASTE SYSTEMS, INC.,

                                     ISSUER

                                       and

                                    [       ],

                                     TRUSTEE

                       -----------------------------------

                                    INDENTURE

                         Dated as of [       ], 200[ ]

                       -----------------------------------

                       Junior Subordinated Debt Securities

================================================================================








                            CROSS-REFERENCE TABLE(1)



SECTION OF
TRUST INDENTURE ACT                                                                              SECTION OF
OF 1939, AS AMENDED                                                                              INDENTURE
- -------------------                                                                              ----------
                                                                                              
310(a)....................................................................................       7.09
310(b)....................................................................................       7.08
                                                                                                 7.10
310(c)....................................................................................       Inapplicable
311(a)....................................................................................       7.13
311(b)....................................................................................       7.13
311(c)....................................................................................       Inapplicable
312(a)....................................................................................       5.01
                                                                                                 5.02(a)
312(b)....................................................................................       5.02(c)
312(c)....................................................................................       5.02(c)
313(a)....................................................................................       5.04(a)
313(b)....................................................................................       5.04(b)
313(c)....................................................................................       5.04(a)
                                                                                                 5.04(b)
313(d)....................................................................................       5.04(b)
                                                                                                 5.04(c)
314(a)....................................................................................       5.03
                                                                                                 13.05(c)
314(b)....................................................................................       Inapplicable
314(c)....................................................................................       13.05
314(d)....................................................................................       Inapplicable
314(e)....................................................................................       13.05
314(f)....................................................................................       Inapplicable
315(a)....................................................................................       7.01(b)
                                                                                                 7.02
315(b)....................................................................................       5.04(d)
315(c)....................................................................................       7.01
315(d)....................................................................................       7.01
                                                                                                 7.02
315(e)....................................................................................       6.07
316(a)....................................................................................       6.06
                                                                                                 8.04
316(b)....................................................................................       6.04
316(c)....................................................................................       8.01
317(a)....................................................................................       6.02
317(b)....................................................................................       4.03
318(a)....................................................................................       13.06


1    This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.


                                      -i-





                              TABLE OF CONTENTS(2)




                                                                                                                Page
                                                                                                             
                                    ARTICLE I

                                   DEFINITIONS

   SECTION  1.01           Definitions of Terms...................................................................1

                                   ARTICLE II

   ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

   SECTION  2.01           Designation and Terms of Securities....................................................5
   SECTION  2.02           Form of Securities and Trustee's Certificate...........................................7
   SECTION  2.03           Denominations; Provisions for Payment..................................................7
   SECTION  2.04           Execution and Authentications..........................................................8
   SECTION  2.05           Registration of Transfer and Exchange..................................................9
   SECTION  2.06           Temporary Securities..................................................................10
   SECTION  2.07           Mutilated, Destroyed, Lost or Stolen Securities.......................................11
   SECTION  2.08           Cancellation..........................................................................11
   SECTION  2.09           Benefits of Indenture.................................................................12
   SECTION  2.10           Authenticating Agent..................................................................12
   SECTION  2.11           Global Securities.....................................................................12

                                   ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

   SECTION  3.01           Redemption............................................................................14
   SECTION  3.02           Notice of Redemption..................................................................14
   SECTION  3.03           Payment Upon Redemption...............................................................15
   SECTION  3.04           Sinking Fund..........................................................................15
   SECTION  3.05           Satisfaction of Sinking Fund Payments with Securities.................................16
   SECTION  3.06           Redemption of Securities for Sinking Fund.............................................16

                                   ARTICLE IV

                                    COVENANTS

   SECTION  4.01           Payment of Principal, Premium and Interest............................................16
   SECTION  4.02           Maintenance of Office or Agency.......................................................16
   SECTION  4.03           Paying Agents.........................................................................17
   SECTION  4.04           Appointment to Fill Vacancy in Office of Trustee......................................18



                                      -ii-







                                                                                                                Page
                                                                                                             
                                    ARTICLE V

           SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

   SECTION  5.01           Company to Furnish Trustee Names and Addresses of Securityholders.....................18
   SECTION  5.02           Preservation Of Information; Communications With Securityholders......................18
   SECTION  5.03           Reports by the Company................................................................19
   SECTION  5.04           Reports by the Trustee................................................................19

                                   ARTICLE VI

           REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

   SECTION  6.01           Events of Default.....................................................................20
   SECTION  6.02           Suits for Enforcement by Trustee......................................................21
   SECTION  6.03           Application of Moneys Collected.......................................................22
   SECTION  6.04           Limitation on Suits...................................................................23
   SECTION  6.05           Rights and Remedies Cumulative; Delay or Omission Not Waiver..........................23
   SECTION  6.06           Control by Securityholders............................................................24
   SECTION  6.07           Undertaking to Pay Costs..............................................................24

                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

   SECTION  7.01           Certain Duties and Responsibilities of Trustee........................................25
   SECTION  7.02           Certain Rights of Trustee.............................................................26
   SECTION  7.03           Trustee Not Responsible for Recitals or Issuance or Securities........................27
   SECTION  7.04           May Hold Securities...................................................................27
   SECTION  7.05           Moneys Held in Trust..................................................................27
   SECTION  7.06           Compensation and Reimbursement........................................................27
   SECTION  7.07           Reliance on Officers' Certificate.....................................................28
   SECTION  7.08           Disqualification; Conflicting Interests...............................................28
   SECTION  7.09           Corporate Trustee Required; Eligibility...............................................28
   SECTION  7.10           Resignation and Removal; Appointment of Successor.....................................29
   SECTION  7.11           Acceptance of Appointment By Successor................................................30
   SECTION  7.12           Merger, Conversion, Consolidation or Succession to Business...........................31
   SECTION  7.13           Preferential Collection of Claims Against the Company.................................32

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

   SECTION  8.01           Evidence of Action by Securityholders.................................................32
   SECTION  8.02           Proof of Execution by Securityholders.................................................32
   SECTION  8.03           Who May be Deemed Owners..............................................................33
   SECTION  8.04           Certain Securities Owned by Company Disregarded.......................................33
   SECTION  8.05           Actions Binding on Future Securityholders.............................................33



                                      -iii-







                                                                                                                Page
                                                                                                             
                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

   SECTION  9.01           Supplemental Indentures Without the Consent of Securityholders........................34
   SECTION  9.02           Supplemental Indentures With Consent of Securityholders...............................35
   SECTION  9.03           Effect of Supplemental Indentures.....................................................35
   SECTION  9.04           Securities Affected by Supplemental Indentures........................................35
   SECTION  9.05           Execution of Supplemental Indentures..................................................36

                                    ARTICLE X

                                SUCCESSOR ENTITY

   SECTION  10.01          Company May Consolidate, Etc..........................................................36
   SECTION  10.02          Successor Entity Substituted..........................................................37
   SECTION  10.03          Evidence of Consolidation, Etc. to Trustee............................................37

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

   SECTION  11.01          Satisfaction and Discharge of Indenture...............................................37
   SECTION  11.02          Discharge of Obligations..............................................................38
   SECTION  11.03          Deposited Moneys to be Held in Trust..................................................38
   SECTION  11.04          Payment of Moneys Held by Paying Agents...............................................38
   SECTION  11.05          Repayment to Company..................................................................39

                                   ARTICLE XII

              IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

   SECTION  12.01          No Recourse...........................................................................39

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

   SECTION  13.01          Effect on Successors and Assigns......................................................39
   SECTION  13.02          Actions by Successor..................................................................40
   SECTION  13.03          Notices...............................................................................40
   SECTION  13.04          Governing Law.........................................................................40
   SECTION  13.05          Compliance Certificates and Opinions..................................................40
   SECTION  13.06          Payments on Business Days.............................................................41
   SECTION  13.07          Conflict with Trust Indenture Act.....................................................41
   SECTION  13.08          Counterparts..........................................................................41
   SECTION  13.09          Separability..........................................................................41
   SECTION  13.10          Assignment............................................................................41



                                      -iv-







                                                                                                                Page
                                                                                                             
                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES

   SECTION  14.01          Subordination Terms...................................................................42



(2) This Table of Contents does not constitute part of the Indenture and shall
not have any bearing on the interpretation of any of its terms or provisions.






























                                      -v-






         INDENTURE, dated as of [ ], 200[ ], among Casella Waste Systems, Inc.,
a Delaware corporation (the "Company"), and [ ], as trustee (the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured subordinated debt securities (hereinafter referred to as
the "Securities"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series as in this Indenture provided, as registered
Securities without coupons, to be authenticated by the certificate of the
Trustee;

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture; and

         WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

         NOW, THEREFORE, in consideration of the premises and the purchase of
the Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                   ARTICLE I

                                   DEFINITIONS

SECTION  1.01     Definitions of Terms.

         The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined
in the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

         "Authenticating Agent" means an authenticating agent with respect to
all or any of the series of Securities appointed with respect to all or any
series of the Securities by the Trustee pursuant to Section 2.10.

         "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board.






         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

         "Business Day" means, with respect to any series of Securities, any day
other than a day on which Federal or State banking institutions in the Borough
of Manhattan, The City of New York, are authorized or obligated by law,
executive order or regulation to close.

         "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company. The Certificate need not comply with the provisions of Section
13.05.

         "Company" means Casella Waste Systems, Inc., a corporation duly
organized and existing under the laws of the State of Delaware, and, subject to
the provisions of Article Ten, shall also include its successors and assigns.

         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at [ ], except that
whenever a provision herein refers to an office or agency of the Trustee in the
Borough of Manhattan, The City of New York, such office is located, at the date
hereof, at [ ].

         "Custodian" means any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

         "Default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

         "Depositary" means, with respect to Securities of any series, for which
the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11.

         "Event of Default" means, with respect to Securities of a particular
series any event specified in Section 6.01, continued for the period of time, if
any, therein designated.

         "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

         "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at


                                      -2-





the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such Governmental Obligation
held by such custodian for the account of the holder of such depositary receipt;
provided, however, that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depositary receipt.

         "Herein", "hereof" and "hereunder", and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.

         "Interest Payment Date", when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

         "Officers' Certificate" means a certificate signed by the President or
a Senior Vice President or Executive Vice President and by the Treasurer or an
Assistant Treasurer or the Controller or an Assistant Controller or the
Secretary or an Assistant Secretary of the Company that is delivered to the
Trustee in accordance with the terms hereof. Each such certificate shall include
the statements provided for in Section 13.05, if and to the extent required by
the provisions thereof.

         "Opinion of Counsel" means an opinion in writing of legal counsel, who
may be an employee of or counsel for the Company, that is delivered to the
Trustee in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 13.05, if and to the extent required by the
provisions thereof.

         "Outstanding", when used with reference to Securities of any series,
means, subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07.


                                      -3-





         "Person" means any individual, corporation, partnership, joint venture,
joint-stock company, unincorporated organization or government or any agency or
political subdivision thereof.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Responsible Officer" when used with respect to the Trustee means the
Chairman of the Board of Directors, the President, any Senior Vice President or
Executive Vice President, the Secretary, the Treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

         "Securities" means the debt Securities authenticated and delivered
under this Indenture.

         "Securityholder", "holder of Securities", "registered holder" or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

         "Senior Indebtedness" means indebtedness issued pursuant to a senior
indenture, as supplemented or amended by one or more indentures supplemental
thereto, payment of which shall be senior to the payment of the Securities
issued hereunder, pursuant to Section 14 hereof.

         "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

         "Trustee" means [ ], and, subject to the provisions of Article Seven,
shall also include its successors and assigns, and, if at any time there is more
than one Person acting in such capacity hereunder, "Trustee" shall mean each
such Person. The term "Trustee" as used with respect to a particular series of
the Securities shall mean the trustee with respect to that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, or any successor statute.

         "Voting Stock", as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person,


                                      -4-





other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.

                                   ARTICLE II

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION  2.01     Designation and Terms of Securities.

         (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board
Resolution of the Company or pursuant to one or more indentures supplemental
hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto:

                (1) the title of the Security of the series (which shall
distinguish the Securities of the series from all other Securities);

                (2) any limit upon the aggregate principal amount of the
Securities of that series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that
series);

                (3) the date or dates on which the principal of the Securities
of the series is payable and the place(s) of payment;

                (4) the rate or rates at which the Securities of the series
shall bear interest or the manner of calculation of such rate or rates, if any;

                (5) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates, the place(s) of payment, and the
record date for the determination of holders to whom interest is payable on any
such Interest Payment Dates;

                (6) the right, if any, to extend the interest payment periods
and the duration of such extension;

                (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which, Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

                (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in satisfaction of future sinking fund
obligations) or at the option of a holder thereof and the period or periods
within which, the price or prices at which, and the terms and conditions upon


                                      -5-





which, Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;

                (9) the form of the Securities of the series including the form
of the certificate of authentication for such series;

                (10) if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;

                (11) any and all other terms with respect to such series (which
terms shall not be inconsistent with the terms of this Indenture, as amended by
any supplemental indenture) including any terms which may be required by or
advisable under United States laws or regulations or advisable in connection
with the marketing of Securities of that series;

                (12) whether the Securities are issuable as a Global Security
and, in such case, the identity of the Depositary for such series;

                (13) whether the Securities will be convertible into shares of
common stock or other securities of the Company and, if so, the terms and
conditions upon which such Securities will be so convertible, including the
conversion price and the conversion period;

                (14) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01;

                (15) the subordination terms of the Securities of the series;
and

                (16) any additional or different Events of Default or
restrictive covenants provided for with respect to the Securities of the series.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Board Resolution or in any indentures supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.


                                      -6-





SECTION  2.02     Form of Securities and Trustee's Certificate.

         The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purpose as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officers' Certificate
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Securities of that series may be listed, or to
conform to usage.

SECTION  2.03     Denominations; Provisions for Payment.

         The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(10). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

         The interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security, except as provided in Section 3.03.

         Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the
same series (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:

                (1) The Company may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such


                                      -7-





Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall not
be more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such special
record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed, first class postage prepaid, to each Securityholder
at his or her address as it appears in the Security Register (as hereinafter
defined), not less than 10 days prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered on such special record date.

                (2) The Company may make payment of any Defaulted Interest on
any Securities in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

         Unless otherwise set forth in a Board Resolution or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

         Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.

SECTION  2.04     Execution and Authentications.

         The Securities shall be signed on behalf of the Company by its
President, or one of its Senior Vice Presidents or Executive Vice Presidents, or
its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of
its Assistant Secretaries, under its corporate seal attested by its Secretary or
one of its Assistant Secretaries. Signatures may be in the form of a manual or
facsimile signature. The Company may use the facsimile signature of any Person
who shall have been a President or Senior Vice President or Executive Vice
President thereof, or of any Person who shall have been a Secretary or Assistant
Secretary thereof, notwithstanding the fact that at the time the Securities
shall be authenticated and delivered or disposed of such Person shall have


                                      -8-





ceased to be the President or a Senior Vice President or Executive Vice
President, or the Secretary or an Assistant Secretary, of the Company. The seal
of the Company may be in the form of a facsimile of such seal and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee.

         A Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such
Securities, signed by its President or any Senior Vice President or Executive
Vice President and its Secretary or any Assistant Secretary, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.

         In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

         The Trustee shall not be required to authenticate such Securities if
the issue of such Securities pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

SECTION  2.05     Registration of Transfer and Exchange.

         (a) Securities of any series may be exchanged upon presentation thereof
at the office or agency of the Company designated for such purpose in the
Borough of Manhattan, the City and State of New York, for other Securities of
such series of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series that the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

         (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of


                                      -9-





registering Securities and transfer of Securities as herein provided shall be
appointed as authorized by Board Resolution (the "Security Registrar").

         Upon surrender for transfer of any Security at the office or agency of
the Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

         All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder's duly authorized attorney
in writing.

         (c) No service charge shall be made for any exchange or registration of
transfer of Securities, or issue of new Securities in case of partial redemption
of any series, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.

         (d) The Company shall not be required (1) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
less than all the Outstanding Securities of the same series and ending at the
close of business on the day of such mailing, nor (2) to register the transfer
of or exchange any Securities of any series or portions thereof called for
redemption. The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.

SECTION  2.06     Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such


                                      -10-





series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

SECTION  2.07     Mutilated, Destroyed, Lost or Stolen Securities.

         In case any temporary or definitive Security shall become mutilated or
be destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company's request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save each of them harmless, and, in
case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Security and of the
ownership thereof.

         Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

SECTION  2.08     Cancellation.

         All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any
paying agent, be delivered to the Trustee for cancellation, or, if surrendered
to the Trustee, shall be cancelled by it, and no Securities shall be issued in
lieu thereof except as expressly required or permitted by any of the provisions
of this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard


                                      -11-





procedures and deliver a certificate of disposition to the Company. If the
Company shall otherwise acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.

SECTION  2.09     Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give or be construed to give to any Person, other than the parties hereto
and the holders of the Securities (and, with respect to the provisions of
Article Fourteen, the holders of Senior Indebtedness), any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Securities (and, with respect to the provisions of Article
Fourteen, the holders of Senior Indebtedness).

SECTION  2.10     Authenticating Agent.

         So long as any of the Securities of any series remain Outstanding there
may be an Authenticating Agent for any or all such series of Securities which
the Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. All references in this Indenture to the authentication of
Securities by the Trustee shall be deemed to include authentication by an
Authenticating Agent for such series. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined capital
and surplus, as most recently reported or determined by it, sufficient under the
laws of any jurisdiction under which it is organized or in which it is doing
business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by Federal or State authorities. If at any time any Authenticating Agent shall
cease to be eligible in accordance with these provisions, it shall resign
immediately.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

SECTION  2.11     Global Securities.

         (a) If the Company shall establish pursuant to Section 2.01 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the


                                      -12-





Trustee shall, in accordance with Section 2.04, authenticate and deliver, a
Global Security that (1) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities of
such series, (2) shall be registered in the name of the Depositary or its
nominee, (3) shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary's instruction and (4) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary."

         (b) Notwithstanding the provisions of Section 2.05, the Global Security
of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to another nominee of the Depositary for such
series, or to a successor Depositary for such series selected or approved by the
Company or to a nominee of such successor Depositary.

         (c) If at any time the Depositary for a series of the Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will
execute and, subject to Section 2.05, the Trustee will authenticate and deliver
the Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series. In such event the Company will execute and, subject to Section
2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.


                                      -13-





                                   ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION  3.01     Redemption.

         The Company may redeem the Securities of any series issued hereunder on
and after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

SECTION  3.02     Notice of Redemption.

         (a) In case the Company shall desire to exercise such right to redeem
all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved so to do, the Company shall, or shall cause
the Trustee to, give notice of such redemption to holders of the Securities of
such series to be redeemed by mailing, first class postage prepaid, a notice of
such redemption not less than 30 days and not more than 90 days before the date
fixed for redemption of that series to such holders at their last addresses as
they shall appear upon the Security Register unless a shorter period is
specified in the Securities to be redeemed. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered holder receives the notice. In any case, failure
duly to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with any such restriction.

         Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Securities of that series are to be
redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company in
the Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be redeemed
in whole or in part shall specify the particular Securities to be so redeemed.
In case any Security is to be redeemed in part only, the notice that relates to
such Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.

         (b) If less than all the Securities of a series are to be redeemed, the
Company shall give the Trustee at least 45 days' notice in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in such
other manner as it shall deem appropriate and fair in its discretion and that
may provide for the selection of a portion or portions (equal to one thousand
U.S.


                                      -14-





dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect, by delivery of instructions signed on its
behalf by its President or any Senior Vice President or Executive Vice
President, instruct the Trustee or any paying agent to call all or any part of
the Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

SECTION  3.03     Payment Upon Redemption.

         (a) If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the place of payment specified in the notice,
said Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the registered
holder at the close of business on the applicable record date pursuant to
Section 2.03).

         (b) Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

SECTION  3.04     Sinking Fund.

         The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to
any sinking fund for the retirement of Securities of a series, except as
otherwise specified as contemplated by Section 2.01 for Securities of such
series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to


                                      -15-





reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION  3.05     Satisfaction of Sinking Fund Payments with Securities.

         The Company (a) may deliver Outstanding Securities of a series (other
than any Securities previously called for redemption) and (b) may apply as a
credit Securities of a series that have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities, provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

SECTION  3.06     Redemption of Securities for Sinking Fund.

         Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of the series, the portion thereof, if any,
that is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.05 and the basis for such credit and will, together with
such Officers' Certificate, deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.

                                   ARTICLE IV

                                    COVENANTS

SECTION  4.01     Payment of Principal, Premium and Interest.

         The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Securities of that series
at the time and place and in the manner provided herein and established with
respect to such Securities.

SECTION  4.02     Maintenance of Office or Agency.

         So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and
State of New York, with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (a)
Securities of that series may be presented for payment, (b) Securities of that
series may be presented as herein above authorized for registration of transfer
and exchange, and (c) notices and demands to or upon the Company in respect of
the


                                      -16-





Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its President or a Senior Vice President or
Executive Vice President and delivered to the Trustee, designate some other
office or agency for such purposes or any of them. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands.

SECTION  4.03     Paying Agents.

         (a) If the Company shall appoint one or more paying agents for all or
any series of the Securities, other than the Trustee, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section:

                (1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such sums have been paid to it by the Company or by any
other obligor of such Securities) in trust for the benefit of the Persons
entitled thereto;

                (2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor of such Securities) to make any payment of the
principal of (and premium, if any) or interest on the Securities of that series
when the same shall be due and payable;

                (3) that it will, at any time during the continuance of any
failure referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such paying agent; and

                (4) that it will perform all other duties of paying agent as set
forth in this Indenture.

         (b) If the Company shall act as its own paying agent with respect to
any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

         (c) Notwithstanding anything in this Section to the contrary, (1) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and


                                      -17-





(2) the Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or direct any
paying agent to pay, to the Trustee all sums held in trust by the Company or
such paying agent, such sums to be held by the Trustee upon the same terms and
conditions as those upon which such sums were held by the Company or such paying
agent; and, upon such payment by any paying agent to the Trustee, such paying
agent shall be released from all further liability with respect to such money.

SECTION  4.04     Appointment to Fill Vacancy in Office of Trustee.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                                    ARTICLE V

                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

SECTION  5.01     Company to Furnish Trustee Names and Addresses of
                  Securityholders.

         The Company will furnish or cause to be furnished to the Trustee (a) on
each regular record date (as defined in Section 2.03) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders of
each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to be furnished such list at
any time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.

SECTION  5.02     Preservation Of Information; Communications With
                  Securityholders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity).

         (b) The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

         (c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities. The Company, the Trustee, the
Security Registrar and any other Person shall have the protection of the Trust
Indenture Act Section 312(c).


                                      -18-





SECTION  5.03     Reports by the Company.

         (a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to
Section 13 of the Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations.

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from to time
by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

         (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.

SECTION  5.04     Reports by the Trustee.

         (a) On or before [    ] in each year in which any of the Securities are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to
the Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of the preceding [     ], if and to the extent
required under Section 313(a) of the Trust Indenture Act.

         (b) The Trustee shall comply with Sections 313(b), 313(c) and 313(d) of
the Trust Indenture Act.

         (c) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.

         (d) If an Event of Default occurs and is continuing and the Trustee
receives actual notice of such Event of Default, the Trustee shall mail to each
Securityholder notice of the uncured Event of Default within 90 days after the
occurrence thereof. Except in the case of an Event of Default in payment of
principal of, or interest on, any Securities, or in the payment of any sinking
or purchase fund installment, the Trustee may withhold the notice if and so long
as


                                      -19-





the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Securityholder.

                                   ARTICLE VI

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION  6.01     Events of Default.

         (a) Whenever used herein with respect to Securities of a particular
series, "Event of Default" means any one or more of the following events that
has occurred and is continuing:

                (1) the Company defaults in the payment of any installment of
interest upon any of the Securities of that series, as and when the same shall
become due and payable, and such default continues for a period of 90 days;
provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of any indenture supplemental hereto, shall
not constitute a default in the payment of interest for this purpose;

                (2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Securities of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid
extension of the maturity of such Securities in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
principal or premium, if any;

                (3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to
Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit of one or more series of
Securities other than such series) for a period of 90 days after the date on
which written notice of such failure, requiring the same to be remedied and
stating that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least 25% in principal amount of
the Securities of that series at the time Outstanding;

                (4) the Company pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its property
or (iv) makes a general assignment for the benefit of its creditors; or

                (5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all of
its property or (iii) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 90 days.

         (b) In each and every such case, unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25%


                                      -20-





in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Securityholders), may declare the principal of all the Securities of that
series to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable.

         (c) At any time after the principal of the Securities of that series
shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) all Securities of
that series that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that such
payment is enforceable under applicable law, upon overdue installments of
interest, at the rate per annum expressed in the Securities of that series to
the date of such payment or deposit) and any amount payable to the Trustee under
Section 7.06, and (2) any and all other Events of Default under the Indenture
with respect to such series, other than the nonpayment of principal on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06.

         No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

         (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case, subject to any determination in such
proceedings, the Company and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company and the Trustee shall continue as though no such proceedings had
been taken.

SECTION  6.02     Suits for Enforcement by Trustee.

         (a) If an Event of Default specified in Section 6.01(a)(1) or (2)
hereof occurs and is continuing, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the Securities of that series and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of
the Company or other obligor upon the Securities of that series, wherever
situated.

         (b) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affected the Company, or its creditors or property, the Trustee shall have power
to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided


                                      -21-





by law) be entitled to file such proofs of claim and other papers and documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the holders of Securities of a series allowed for the entire amount due and
payable by the Company under this Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.06.

         (c) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of a series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

         In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

SECTION  6.03     Application of Moneys Collected.

         Any moneys collected by the Trustee pursuant to this Article with
respect to a particular series of Securities shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal (or premium, if any) or
interest, upon presentation of the Securities of that series, and notation
thereon the payment, if only partially paid, and upon surrender thereof if fully
paid:

         FIRST: To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 7.06;

         SECOND: To the payment of all Senior Indebtedness of the Company if and
to the extent required by Article Fourteen; and


                                      -22-





         THIRD: To the payment of the amounts then due and unpaid upon
Securities of such series for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal (and premium, if any) and
interest, respectively.

SECTION  6.04     Limitation on Suits.

         No holder of any Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (a) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (b) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (c) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(d) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or
proceeding; and (e) during such 60-day period, the holders of a majority in
principal amount of the Securities of that series shall not have given the
Trustee a direction inconsistent with the request.

         Notwithstanding anything contained herein to the contrary, the right of
any holder of any Security to receive payment of the principal of (and premium,
if any) and interest on such Security, as therein provided, on or after the
respective due dates expressed in such Security (or in the case of redemption,
on the redemption date), or to institute suit for the enforcement of any such
payment on or after such respective dates or redemption date, shall not be
impaired or affected without the consent of such holder. By accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and
holder of every Security of such series with every other such taker and holder
and the Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the
holders of any other of such Securities, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities of such series. For the protection
and enforcement of the provisions of this Section, each and every Securityholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

SECTION  6.05     Rights and Remedies Cumulative; Delay or Omission Not Waiver.

         (a) Except as otherwise provided in Section 13.07, all powers and
remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.


                                      -23-





         (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or on acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

SECTION  6.06     Control by Securityholders.

         The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance with
Section 8.01, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.01. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding affected thereby, determined in accordance with
Section 8.01, may on behalf of the holders of all of the Securities of such
series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal of
(or premium, if any) or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

SECTION  6.07     Undertaking to Pay Costs.

         All parties to this Indenture agree, and each holder of any Securities
by such holder's acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if


                                      -24-





any) or interest on any Security of such series, on or after the respective due
dates expressed in such Security or established pursuant to this Indenture.

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

SECTION  7.01     Certain Duties and Responsibilities of Trustee.

         (a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

         (b) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

                (1) prior to the occurrence of an Event of Default with respect
to the Securities of a series and after the curing or waiving of all such Events
of Default with respect to that series that may have occurred:

                        (i) the duties and obligations of the Trustee shall with
respect to the Securities of such series be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable with respect
to the Securities of such series except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

                        (ii) in the absence of bad faith on the part of the
Trustee, the Trustee may with respect to the Securities of such series
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture;

                (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

                (3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a


                                      -25-





majority in principal amount of the Securities of any series at the time
Outstanding relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture with respect to the Securities
of that series; and

                (4) none of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

SECTION  7.02     Certain Rights of Trustee.

         Except as otherwise provided in Section 7.01:

         (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

         (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company, by the President or any Senior Vice President
or Executive Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer thereof (unless other evidence in
respect thereof is specifically prescribed herein);

         (c) The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted hereunder in
good faith and in reliance thereon;

         (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured
or waived) to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs;

         (e) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request,


                                      -26-





consent, order, approval, bond, security or other papers or documents, unless
requested in writing so to do by the holders of not less than a majority in
principal amount of the Outstanding Securities of the particular series affected
thereby (determined as provided in Section 8.04); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such examination shall be paid
by the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand; and

         (g) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

SECTION  7.03     Trustee Not Responsible for Recitals or Issuance or
                  Securities.

         (a) The recitals contained herein and in the Securities shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

         (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

         (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such Securities, or
for the use or application of any moneys paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any moneys received by any paying agent other than
the Trustee.

SECTION  7.04     May Hold Securities.

         The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Security Registrar.

SECTION  7.05     Moneys Held in Trust.

         Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

SECTION  7.06     Compensation and Reimbursement.

         (a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in


                                      -27-





regard to the compensation of a trustee of an express trust), as the Company and
the Trustee may from time to time agree in writing, for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and,
except as otherwise expressly provided herein, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all Persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim of liability in the premises.

         (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

SECTION  7.07     Reliance on Officers' Certificate.

         Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.

SECTION  7.08     Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION  7.09     Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial or District of Columbia authority. If
such corporation publishes reports of condition


                                      -28-





at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

SECTION  7.10     Resignation and Removal; Appointment of Successor.

         (a) The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities for at least six months may on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

         (b) In case at any time any one of the following shall occur:

                (1) the Trustee shall fail to comply with the provisions of
Section 7.08 after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months; or

                (2) the Trustee shall cease to be eligible in accordance with
the provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or

                (3) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented
to, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee, or
any Securityholder who has been a bona fide holder of a


                                      -29-





Security or Securities for at least six months may, on behalf of that holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

         (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

SECTION  7.11     Acceptance of Appointment By Successor.

         (a) In case of the appointment hereunder of a successor trustee with
respect to all Securities, every such successor trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor trustee all property
and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (2)
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts


                                      -30-





hereunder administered by any other such Trustee and that no Trustee shall be
responsible for any act or failure to act on the part of any other Trustee
hereunder; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture, and each such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor trustee
relates; but, on request of the Company or any successor trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor trustee, to
the extent contemplated by such supplemental indenture, the property and money
held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor trustee relates.

         (c) Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

         (d) No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and eligible
under this Article.

         (e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

SECTION  7.12     Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.


                                      -31-






SECTION  7.13     Preferential Collection of Claims Against the Company.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

SECTION  8.01     Evidence of Action by Securityholders.

         Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders
of such majority or specified percentage of that series have joined therein may
be evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in Person or by agent or
proxy appointed in writing.

         If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

SECTION  8.02     Proof of Execution by Securityholders.

         Subject to the provisions of Section 7.01, proof of the execution of
any instrument by a Securityholder (such proof will not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the
Securities shall be sufficient if made in the following manner:

         (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.


                                      -32-





         (b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

         (c) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

SECTION  8.03     Who May be Deemed Owners.

         Prior to the due presentment for registration of transfer of any
Security, the Company, the Trustee, any paying agent and any Security Registrar
may deem and treat the Person in whose name such Security shall be registered
upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of (and premium,
if any) and (subject to Section 2.03) interest on such Security and for all
other purposes; and neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be affected by any notice to the contrary.

SECTION  8.04     Certain Securities Owned by Company Disregarded.

         In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

SECTION  8.05     Actions Binding on Future Securityholders.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on


                                      -33-





registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION  9.01     Supplemental Indentures Without the Consent of
                  Securityholders.

         In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

         (a) to cure any ambiguity, defect or inconsistency herein or in the
Securities of any series;

         (b) to comply with Article Ten;

         (c) to provide for uncertificated Securities in addition to or in place
of certificated Securities;

         (d) to add to the covenants of the Company for the benefit of the
holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company;

         (e) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms, purposes of issue, authentication
and delivery of Securities, as herein set forth;

         (f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

         (g) to provide for the issuance of and establish the form and terms and
conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Securities, or to add to the rights
of the holders of any series of Securities.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.


                                      -34-





         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

SECTION  9.02     Supplemental Indentures With Consent of Securityholders.

         With the consent (evidenced as provided in Section 8.01) of the holders
of not less than a majority in aggregate principal amount of the Securities of
each series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by Board Resolutions, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner not covered by
Section 9.01 the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (i) extend the fixed maturity of any Securities of any series,
or reduce the principal amount thereof, or reduce the rate of interest thereon,
or reduce any premium payable upon the redemption thereof or (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture.

         It shall not be necessary for the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

SECTION  9.03     Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

SECTION  9.04     Securities Affected by Supplemental Indentures.

         Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then Outstanding.


                                      -35-





SECTION  9.05     Execution of Supplemental Indentures.

         Upon the request of the Company, accompanied by Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not be
provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                   ARTICLE X

                                SUCCESSOR ENTITY

SECTION  10.01    Company May Consolidate, Etc.

         Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company) or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company is not the survivor of such transaction), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (premium, if
any) and interest on all of the Securities of all series in accordance with the
terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
with respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions of the
Trust Indenture Act as then in effect) satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity


                                      -36-





formed by such consolidation, or into which the Company shall have been merged,
or by the entity which shall have acquired such property.

SECTION  10.02    Successor Entity Substituted.

         (a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor entity by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the principal of (and
premium, if any) and interest on all of the Securities of all series Outstanding
and the due and punctual performance of all of the covenants and conditions of
this Indenture or established with respect to each series of the Securities
pursuant to Section 2.01 to be performed by the Company with respect to each
series, such successor entity shall succeed to and be substituted for the
Company with the same effect as if it had been named as the Company herein, and
thereupon the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.

         (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

         (c) Nothing contained in this Article shall apply to limit or impose
any requirements upon the consolidation or merger of any Person into the Company
where the Company is the survivor of such transaction, or the acquisition by the
Company, by purchase or otherwise, of all or any part of the property of any
other Person (whether or not affiliated with the Company).

SECTION  10.03    Evidence of Consolidation, Etc. to Trustee.

         The Trustee, subject to the provisions of Section 7.01, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article.

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION  11.01     Satisfaction and Discharge of Indenture.

         If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.07) and Securities for whose payment
money or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the Company
or discharged from such trust, as provided in Section 11.05); or (b) all such
Securities of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
or a


                                      -37-





combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

SECTION  11.02     Discharge of Obligations.

         If at any time all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not become due
and payable as described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid.
Thereafter, Sections 7.06 and 11.05 shall survive.

SECTION  11.03     Deposited Moneys to be Held in Trust.

         All moneys or Governmental Obligations deposited with the Trustee
pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

SECTION  11.04     Payment of Moneys Held by Paying Agents.

         In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.


                                      -38-





SECTION  11.05     Repayment to Company.

         Any moneys or Governmental Obligations deposited with any paying agent
or the Trustee, or then held by the Company, in trust for payment of principal
of (and premium, if any) or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall be repaid to the Company or (if then held by the Company) shall
be discharged from such trust; and thereupon the paying agent and the Trustee
shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company for the payment thereof.

                                  ARTICLE XII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION  12.01     No Recourse.

         No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION  13.01     Effect on Successors and Assigns.

         All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.


                                      -39-





SECTION  13.02    Actions by Successor.

         Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

SECTION  13.03    Notices.

         Except as otherwise expressly provided herein any notice or demand that
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Securities to or on the Company may
be given or served by being deposited first class postage prepaid in a
post-office letterbox addressed (until another address is filed in writing by
the Company with the Trustee), as follows: [ ]. Any notice, election, request or
demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

SECTION  13.04     Governing Law.

         This Indenture and each Security shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.

SECTION  13.05     Compliance Certificates and Opinions.

         (a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

         (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

         (c) The Company shall furnish to the Trustee, on [________________] of
each year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
such obligor's compliance with all conditions


                                      -40-





and covenants under this Indenture. For purposes of this subsection, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided hereunder.

SECTION  13.06    Payments on Business Days.

         Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in one
or more indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

SECTION  13.07    Conflict with Trust Indenture Act.

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION  13.08    Counterparts.

         This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

SECTION  13.09    Separability.

         In case any one or more of the provisions contained in this Indenture
or in the Securities of any series shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

SECTION  13.10    Assignment.

         The Company will have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company will remain liable for all such obligations. Subject to the
foregoing, the Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.


                                      -41-





                                  ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION  14.01     Subordination Terms.

         The payment by the Company of the principal of (and premium, if any)
and interest on any series of Securities issued hereunder shall be subordinated
to the extent set forth in an indenture supplemental hereto relating to such
Securities.


























                                      -42-








         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                       CASELLA WASTE SYSTEMS, INC.


                                       By:_____________________________________
                                       Name:
                                       Title:


                                       [                             ],
                                       as Trustee


                                       By:_____________________________________
                                       Name:
                                       Title:














                                      -43-




                                                                     Exhibit 5.1


WILMER CUTLER PICKERING
  HALE AND DORR LLP
                                                             60 STATE STREET
                                                             BOSTON, MA 02109
                                                             +1 617 526 6000
                                                             +1 617 526 5000 FAX
December 8, 2004                                             wilmerhale.com


Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701


Re:  REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") being filed, on the date
hereof, by Casella Waste Systems, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
registration of the Company's:

         (i) common stock, $0.01 par value per share (the "Common Stock");

         (ii) preferred stock, $0.01 par value per share (the "Preferred
Stock");

         (iii) senior subordinated debt securities (the "Senior Debt
Securities");

         (iv) junior subordinated debt securities (the "Subordinated Debt
Securities" and, together with the Senior Debt Securities, the "Debt
Securities");

         (v) warrants to purchase Common Stock, Preferred Stock, Senior Debt
Securities or Subordinated Debt Securities (the "Warrants"); and

         (vi) units, consisting of one or more securities, including Common
Stock, Preferred Stock, Debt Securities and Warrants, in any combination (the
"Units" and, collectively with the Common Stock, Preferred Stock, Debt
Securities and Warrants, the "Securities");

all of which may be issued from time to time on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act at an aggregate initial offering
price not to exceed $250,000,000.

         The Senior Debt Securities will be issued pursuant to an Indenture
dated as of January 24, 2003 by and among the Company, the Guarantors named
therein and U.S. Bank National Association, as trustee; and the Subordinated
Debt Securities may be issued pursuant to an Indenture between the Company and a
trustee to be named in such Indenture (collectively, the "Indentures").


       BALTIMORE     BERLIN     BOSTON     BRUSSELS     LONDON     MUNICH
 NEW YORK    NORTHERN VIRGINIA    OXFORD    PRINCETON    WALTHAM    WASHINGTON




Casella Waste Systems, Inc.
December 8, 2004
Page 2


         Warrants may be issued pursuant to a Warrant Agreement between the
Company and a bank or trust company as Warrant Agent.

         Units may be issued pursuant to a Unit Agreement between the Company
and a bank or trust company as Unit Agent.

         We are acting as counsel for the Company in connection with the filing
of the Registration Statement and have examined the Registration Statement
including the exhibits thereto. We have also examined and relied upon minutes of
meetings of the Board of Directors of the Company as provided to us by the
Company, the Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") and Second Amended and Restated By-Laws (the
"By-Laws"), each as restated and/or amended to date, and such other documents,
corporate records, instruments, laws and regulations as we have deemed necessary
for purposes of rendering the opinions hereinafter set forth.

         In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal capacity of all signatories to such documents who are natural persons.
Insofar as this opinion relates to factual matters, we have assumed with your
permission and without independent investigation that the statements of the
Company contained in the Registration Statement are true and correct as to all
factual matters stated therein.

         We have relied as to certain matters on information obtained from
public officials, officers of the Company, and other sources believed by us to
be reliable and we have assumed that the Indentures will be duly authorized,
executed and delivered by all parties thereto other than the Company, that the
Warrant Agreement will be duly authorized, executed and delivered by all parties
thereto other than the Company, and that the Unit Agreement will be duly
authorized, executed and delivered by all parties thereto other than the
Company, assumptions which we have not independently verified. We are expressing
no opinion herein as to the application of any federal or state law or
regulation to the power, authority or competence of any party to an
Indenture, Warrant Agreement or Unit Agreement other than the Company. We
have assumed that such agreements are the valid and binding obligations of
each party thereto other than the Company, and enforceable against each such
other party in accordance with their respective terms.

         We assume that the appropriate action will be taken, prior to the offer
and sale of the Securities, to register and qualify the Securities for sale
under all applicable state securities or "blue sky" laws.

         We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America. To the extent that any applicable document is stated
to be governed by the laws of another jurisdiction, we have assumed for




Casella Waste Systems, Inc.
December 8, 2004
Page 3


purposes of this opinion that the laws of such jurisdiction are identical to the
state laws of the Commonwealth of Massachusetts.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. With respect to the Common Stock, when (i) specifically
authorized for issuance by the Company's Board of Directors or an authorized
committee thereof (the "Authorizing Resolutions"), (ii) the Registration
Statement has become effective under the Securities Act, (iii) the terms of
the issuance and sale of the Common Stock have been duly established in
conformity with the Company's Certificate of Incorporation and By-Laws, each
as restated and/or amended to date, and do not violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon the Company and comply with any and all requirements or restrictions
imposed by any court or governmental body having jurisdiction over the
Company, (iv) the shares of Common Stock have been issued and sold as
contemplated by the Registration Statement, and (v) the Company has received
the consideration provided for in the Authorizing Resolutions and such
consideration per share is not less than the par value per share of the
Common Stock, the Common Stock will be validly issued, fully paid and
non-assessable.

         2. With respect to the Preferred Stock, when (i) specifically
authorized for issuance by the Authorizing Resolutions, (ii) the Registration
Statement has become effective under the Securities Act, (iii) the appropriate
Certificate of Designation relating to a class or series of the
Preferred Stock to be sold under the Registration Statement has been duly
authorized and adopted and filed with the Secretary of State of the State of
Delaware, (iv) the terms of issuance and sale of shares of such class or series
of Preferred Stock have been duly established in conformity with the Company's
Certificate of Incorporation and By-Laws, each as restated and/or amended to
date, and assuming such terms do not violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company and comply with any requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company, (v) shares of such
class or series of Preferred Stock have been duly issued and sold as
contemplated by the Registration Statement, and (vi) the Company has received
the consideration provided for in the Authorizing Resolutions and such
consideration per share is not less than the par value per share of the
Preferred Stock, such Preferred Stock will be validly issued, fully paid, and
non-assessable.

         3. With respect to the Debt Securities, when (i) specifically
authorized for issuance by the Authorizing Resolutions, (ii) the Registration
Statement has become effective under the Securities Act, (iii) the terms of the
Debt Securities and of their issuance and sale have been duly established in
conformity with the applicable Indenture and assuming such terms and sale do not
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company, (iv) such Debt Securities have been duly executed and
authenticated in accordance with the applicable Indenture and issued and sold as
contemplated by the Registration Statement, and (v) the Company has received the
consideration provided for in the Authorizing Resolutions, such Debt Securities
will constitute




Casella Waste Systems, Inc.
December 8, 2004
Page 4


valid and binding obligations of the Company enforceable against the Company in
accordance with their respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.

         4. With respect to the Warrants, when (i) specifically authorized for
issuance by the Authorizing Resolutions, (ii) the Registration Statement has
become effective under the Securities Act, (iii) the Warrant Agreement relating
to the Warrants has been duly authorized, executed, and delivered, (iv) the
terms of the Warrants and of their issuance and sale have been duly established
in conformity with the Warrant Agreement relating to the Warrants and do not
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and comply with any and all
requirements or restrictions imposed by any court or governmental body having
jurisdiction over the Company, (v) the Warrants have been duly executed and
countersigned in accordance with the Warrant Agreement relating to the Warrants
and issued and sold as contemplated by the Registration Statement, and (vi) the
Company has received the consideration provided for in the Authorizing
Resolutions, such Warrants will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

         5. With respect to the Units, when (i) specifically authorized for
issuance by the Authorizing Resolutions, (ii) the Registration Statement has
become effective under the Securities Act, (iii) the Unit Agreement relating to
the Units has been duly authorized, executed, and delivered, (iv) the terms of
the Units and of their issuance and sale have been duly established in
conformity with the Unit Agreement relating to the Units and do not violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and comply with any and all requirements or
restrictions imposed by any court or governmental body having jurisdiction over
the Company, (v) the Units have been duly executed and delivered in accordance
with the Unit Agreement relating to the Units and issued and sold as
contemplated by the Registration Statement, and (vi) the Company has received
the consideration provided for in the Authorizing Resolutions, such Units will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

         It is understood that this opinion is to be used only in connection
with the offer and sale of the Securities while the Registration Statement is in
effect.

         Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K




Casella Waste Systems, Inc.
December 8, 2004
Page 5


under the Securities Act and to the use of our name therein and in the related
Prospectus under the caption "Validity of Securities." In giving such consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.

Very truly yours,


WILMER CUTLER PICKERING
HALE AND DORR LLP


By:  /s/ Jeffrey A. Stein
     ---------------------------------
     Jeffrey A. Stein, a Partner




                                                                    Exhibit 12.1


                           Casella Waste Systems, Inc.
       Statement of Computation of Ratio of Earnings to Fixed Charges and
        Earnings to Combined Fixed Charges and Preferred Stock Dividends
                          (in thousands, except ratios)




                                                                                                                     THREE MONTHS
                                                                          YEAR ENDED APRIL 30,                       ENDED JULY 31,
                                                     --------------------------------------------------------------  --------------
                                                      2000          2001          2002           2003        2004         2004
                                                                                                      
Income (loss) from continuing operations
  before income taxes, discontinued operations,
  extraordinary item and cumulative effect of
  change in accounting principle                     $22,042     $(114,001)      $15,798       $ 7,871      $ 3,759      $ 5,108
 Minority interests                                      502         1,026          (154)         (152)          --           --
 Gain / loss in equity method investees                1,062        26,256        (1,899)       (2,073)      (2,261)          68
 Distributed income of equity method investees             -            --           500         2,000           --           --
 Fixed charges                                        18,200        42,875        33,798        28,926       27,644        7,637
 Less: interest capitalized                             (640)         (373)         (437)         (719)        (356)         (58)
                                                     -------     ---------       -------       -------      -------      -------
 Earnings                                            $41,166     $ (44,217)      $47,606       $35,853      $28,786      $12,755
                                                     =======     =========       =======       =======      =======      =======
 Interest expense (includes amort. of
   def. financing charges)                           $16,907     $  41,628       $31,451       $26,572      $25,648      $ 7,169
 Estimate of interest within rental expense              653           874         1,910         1,635        1,640          410
 Interest capitalized                                    640           373           437           719          356           58
                                                     -------     ---------       -------       -------      -------      -------
 Fixed charges                                       $18,200     $  42,875       $33,798       $28,926      $27,644      $ 7,637
                                                     =======     =========       =======       =======      =======      =======
 Ratio of earnings to fixed charges                     2.26            --          1.41          1.24         1.04         1.67
Deficiency of earnings to fixed charges              $    --     $ (87,092)      $    --       $    --      $    --      $    --
Fixed charges from above                             $18,200     $  42,875       $33,798       $28,926      $27,644      $ 7,637
Preferred stock dividends                                 --         2,400         4,450         6,001        2,271        1,506
                                                     -------     ---------       -------       -------      -------      -------
Combined fixed charges and preferred stock
  dividends                                          $18,200     $  45,276       $38,247       $34,927      $29,915      $ 9,143
                                                     =======     =========       =======       =======      =======      =======
Ratio of earnings to combined fixed charges
  and preferred stock dividends                         2.26            --          1.24          1.03           --         1.40

Deficiency of earnings to combined fixed charges
  and preferred stock dividends                      $    --     $ (89,492)      $    --       $    --      $(1,129)     $    --




                                                                    Exhibit 23.1



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated June 17, 2004 relating to the
financial statements and financial statement schedule, which appear in Casella
Waste Systems, Inc.'s Annual Report on Form 10-K for the year ended April 30,
2004. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP



Boston, MA
December 8, 2004