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)

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



(1)

either: (A) we areCasella is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than us)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 stateState thereof or the District of Columbia;

(2)

the Surviving Person assumes all ourthe obligations of Casella under the senior subordinated notes, anddebt securities, the senior subordinated indenture pursuant to agreements reasonably satisfactory to the trustee; and



(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 clausesclause (3) and (4) shall not apply to (a) a merger or consolidation of any Restricted Subsidiary with or into usCasella or (b) a transaction solely for the purpose of and with the effect of reincorporating usCasella in another jurisdiction and/or forming a holding company to hold all of ourthe Capital Stock of Casella or forming an intermediate holding company to hold all of the Capital Stock of ourCasella's Subsidiaries.

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

(b)

No Guarantor may, and weCasella 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





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(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 usCasella or any other Guarantor so long as weCasella or a Guarantor survives such consolidation or merger or (y) theany sale of a Guarantor, 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."merger.

(c)

We   Casella will deliver to the trustee prior to the consummation of each proposed transaction an officers' certificateOfficers' 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 indenture.

Events of Default and Remedies

        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 senior subordinateddebt securities, whether or not prohibited by the subordination provisions of the indenture;



(2)

default in payment when due of the principal of or premium, if any, on the senior debt securities, whether or not prohibited by the subordination provisions of the indenture;



(3)

failure by Casella or any of its Restricted Subsidiaries to comply with any of the other agreements or covenants in the indenture or the senior debt securities 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 senior debt securities then outstanding;



(4)

default by Casella or any of its Restricted Subsidiaries 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 the 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 applicable grace period (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;

(5)

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;



(6)

except as permitted by the 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;



(7)

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,




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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

(8)

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, as debtor, 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 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.

        In the case of an Event of Default under clause (7) or (8) with respect to Casella or any Significant Subsidiary, all outstanding senior debt securities 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 senior debt securities may declare all the senior debt securities to be due and payable immediately.

        Holders of the senior debt securities may not enforce the indenture or the senior debt securities except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding senior debt securities may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the senior debt securities 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 a series of senior debt securities then outstanding by notice to the trustee may on behalf of the Holders of all of the senior debt securities of such series waive any existing Default and its consequences under the indenture except a continuing Default in the payment of interest on, or the principal or premium of, the senior debt securities of such series.

        Casella is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default, Casella is required to deliver to the trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        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 senior debt securities,




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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 senior debt securities by accepting a senior debt security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the senior debt securities. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        Casella may, at its option and at any time, elect to have all of its Obligations discharged with respect to any series of outstanding senior debt securities and the indenture, and all Obligations of the Guarantors discharged with respect to their related Subsidiary Guarantees ("Legal Defeasance") except for:

(1)

the rights of Holders of such outstanding senior debt securities to receive payments in respect of the principal of, premium, if any, and interest on such senior debt securities when such payments are due from the trust referred to below;



(2)

Casella's obligations with respect to such senior debt securities concerning issuing temporary senior debt securities, registration of senior debt securities, mutilated, destroyed, lost or stolen senior debt securities and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the trustee, and Casella's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the indenture.

        In addition, Casella may, at its option and at any time, and with respect to any series of outstanding senior debt securities elect to have the obligations of Casella and the Guarantors released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default with respect to such senior debt securities. In the event Covenant Defeasance occurs, (i) any event described in clauses (3), (4), (5) or (6) of the definition of "Event of Default" will no longer constitute an Event of Default with respect to such senior debt securities and (ii) any event described in clauses (1), (2), (7) or (8) of the definition of "Event of Default" will continue to constitute an Event of Default with respect to the senior debt securities.

        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 applicable series of senior debt securities, cash in U.S. dollars, non-callable Government Securities, 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 such outstanding senior debt securities on the Stated Maturity or on the applicable redemption date, as the case may be, and Casella must specify whether such senior debt securities are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, 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 the 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 such outstanding senior debt securities 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




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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 Covenant Defeasance, Casella shall have delivered to the trustee an Opinion of Counsel reasonably acceptable to the trustee confirming that the Holders of such outstanding senior debt securities 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;



(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 the 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 senior debt securities 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.

Amendment, Supplement and Waiver

        Casella and the Guarantors, when authorized by board resolutions, and the trustee may enter into one or more supplemental indentures to amend the indenture or any series of senior debt securities with the written consent of Holders of a majority of the principal amount of the then outstanding senior debt securities of such series. The Holders of a majority in principal amount of then outstanding senior debt securities of any series may waive any existing Default or compliance with any provision of the indenture or such senior debt securities without prior notice to any holder of senior debt securities.

        Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver may not (with respect to any senior debt securities held by a non-consenting Holder):

(1)

reduce the principal amount of senior debt securities of any series 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 senior debt security or alter the provisions with respect to the redemption of the senior debt securities;



(3)

reduce the rate of or change the time for payment of interest on any senior debt security;



(4)

waive an uncured Default in the payment of principal of or premium, if any, or interest on the senior debt securities (except a rescission of acceleration of the senior debt securities by the




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Holders of at least a majority in aggregate principal amount of the senior debt securities of the affected series and a waiver of the payment default that resulted from such acceleration);

(5)

make any senior debt security payable in money other than that stated in such senior debt security;



(6)

impair or affect the right of any Holder of senior debt securities to receive payment of principal of and interest on such senior debt securities 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 the indenture permitting Holders of a majority in principal amount of any series senior debt securities to waive any past Default and its consequences;



(7)

waive a redemption payment with respect to any senior debt securities;



(8)

release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture otherwise than in accordance with the terms of the indenture;



(9)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the foregoing, without the consent of or prior notice to any Holder of senior debt securities, Casella and the trustee may amend or supplement the indenture or the senior debt securities:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated senior debt securities in addition to or in place of certificated senior debt securities;



(3)

to provide for the assumption of Casella's obligations to Holders of senior debt securities 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 senior debt securities or that does not adversely affect the legal rights under the indenture of any Holder;



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or



(6)

to evidence and provide for the acceptance of appointment under the indenture by a successor or replacement trustee.

        The consent of Holders of the senior debt securities is not necessary under the indenture to approve the particular form of any proposed amendment; it is sufficient if such consent approves the substance of the proposed amendment.

        After an amendment under the indenture becomes effective, Casella is required to mail to the applicable Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders entitled to receive such notice, or any defect therein, will not impair or affect the validity of the amendment.

Limitation on Ownership of Senior Debt Securities

        Unless provided otherwise in the applicable prospectus supplement, the indenture will require that each entity that is a beneficial holder of senior debt securities not knowingly acquire senior debt securities such that, after giving effect thereto, such entity owns 10% or more of the consolidated debt of Casella for which relevant subsidiaries of Casella are obligated (and to dispose of senior debt securities or other debt of Casella to the extent such entity becomes aware of exceeding such threshold), if such ownership would require consent of any regulatory authority under applicable law or regulation governing solid waste operators and such consent has not been obtained.




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        Casella and each Guarantor will use commercially reasonable efforts to obtain the consent, permit modification, exemption or other relief necessary for any entity that is a beneficial holder or potential beneficial holder of senior debt securities to exceed any applicable debt ownership level under any applicable law or regulation promptly following written request by such entity that is a beneficial holder or potential beneficial holder (provided that such entity that is a beneficial holder or potential beneficial holder would qualify as an eligible or suitable holder under such law or regulation);provided,however, that nothing in this paragraph shall affect the provisions of the prior paragraph requiring a beneficial holder to dispose of senior debt securities or other debt if such consent has not been obtained and the failure to have such consent would constitute a violation of applicable law or regulation.

Governing Law

        The indenture, the senior debt securities and the Subsidiary Guarantees will be governed by the laws of the State of New York.

Certain Terms of the Subordinated Debt Securities

        Other than the terms of the subordinated indenture and subordinated debt securities relating to subordination or otherwise as described in the prospectus supplement relating to a particular series of subordinated debt securities, the terms of the subordinated indenture and subordinated debt securities are identical in all material respects to the terms of the senior indenture and senior debt securities.

        Additional or different subordination terms may be specified in the prospectus supplement applicable to a particular series.

        The payment of all Obligations on or relating to any series of the subordinated debt securities is subordinated in right of payment to the prior payment in full in cash or cash equivalents of all Obligations on Senior Debt of Casella (including all Obligations with respect to the Senior Subordinated IndentureCredit Facility and all obligations with respect to the Second Lien Notes, whether outstanding on the Issue Date for such series or thereafter incurred). Notwithstanding the foregoing, payments and distributions made from the trust established pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" shall not be so subordinated in right of payment so long as the payments into the trust were made in accordance with the requirements described under "—Legal Defeasance and Covenant Defeasance" and did not violate the subordination provisions when they were made.

        The Subsidiary Guarantee of each Guarantor of the subordinated debt securities will be subordinated to the prior payment in full in cash or cash equivalents of all Senior Debt of that Guarantor to the same extent that the subordinated debt securities are subordinated to Senior Debt of Casella.

        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 any series of subordinated debt securities will be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, such series of the subordinated debt securities (other than payments or distributions of Permitted Junior Securities) in the event of any distribution to creditors of Casella:

(1)

in a total or partial liquidation, dissolution or winding up of Casella;



(2)

in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Casella or its assets;



(3)

in an assignment for the benefit of creditors; or



(4)

in any marshalling of Casella's assets and liabilities.




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        We have summarizedAs a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Casella, Holders of subordinated debt securities may recover less ratably than creditors of Casella who are holders of Senior Debt.

Certain Definitions

        Set forth below the definitions of some of theare certain defined terms used in the senior subordinated indenture. InReference is made to the definitions,indenture for a full disclosure of all references to "us," "we," or "our" means Casella Waste Systems, Inc. only.




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

(1)

Indebtedness ofsuch terms, as well as any other Person existing at the time such other Personcapitalized terms used herein for which no definition 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.

provided.

        "Affiliate"        "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:        "amend" means amend, modify, supplement, restate or amend and restate, including successively; and "amending" and "amended" have correlative meanings.

(a)

the sale, lease, conveyance

        "asset" means any asset or property, whether real, personal 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,tangible 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.

intangible.

        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"        "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        "Board of Directors" means (1) in 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 occurrencecase of a subsequent condition.corporation, the board of directors and (2) in all other cases, a body performing substantially similar functions as a board of directors.

        "Capital        "Capital Lease Obligation"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"        "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"        "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




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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; providedagency (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%3% of all Investments described in this definition;



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"        "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,



•(a)

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),



•(b)

Consolidated Interest Expense, and

•(c)

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        "Consolidated Fixed Charge Coverage Ratio"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

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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 Designationdesignation of Unrestricted Subsidiaries)unrestricted Subsidiary), Revocations,revocations or designated as an unrestricted Subsidiary, 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,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,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,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,



•(a)

any amortization of debt premium, discount and amortization or write-off of deferred financing costs, excluding (x) the write-off and non-cash amortization of debt premium, discount and 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 debt premium, discount and deferred financing costs recorded as of the Issue Date in connection with the debt

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securities, the Second Lien Notes, the Senior Subordinated Notes and Permitted Refinancing Indebtedness in respect thereof, and the Senior Credit Facility;



•(b)

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;Obligations;



•(c)

all capitalized interest; and



•(d)

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        "Consolidated Net Income"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; andprinciples, methods or interpretations;



(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 inDate; and



(10)

gains or losses from the Offering Circular.extinguishment of Indebtedness.

        "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        "Consolidated Non-cash Charges"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

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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 requiresto the extent requiring an accrual of or a reserve for cash charges for any future period).

        "Continuing Director" means, as ofperiod, but not excluding non-cash charges for closure, capping or post-closure obligations with respect to any landfills to the extent such obligations are not payable prior to the maturity date of determination, any member of the board of directors of Casella who:debt securities).

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

        "Designated        "Designated Senior Debt"Debt" means (1) the Senior Credit Facility and all Hedging Obligations with respect thereto, (2) the obligations under the Second Lien Notes Documents and (2)(3) any other Senior Debt permitted under the Indentureindenture (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        "Disqualified Capital Stock"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;debt securities; 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.debt securities.

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" oran "asset sale" will not constitute Disqualified Capital Stock if such requirement only becomes operative after compliance with such terms applicable to the Notes,debt securities, including the purchase of any Notesdebt securities tendered pursuant thereto.

        "Equity Interests"        "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"        "Existing Indebtedness" means Indebtedness of Casella and its Restricted Subsidiaries in existence on the Issue Date with respect to any series of debt securities (after giving effect to the use of proceeds from the offering of the Notesdebt securities 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.Date).

        "Foreign Subsidiary"        "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 stateState thereof or the District of Columbia.

        "GreenFiber"        "Four Quarter Period" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio."

        "GAAP" means US GreenFiber LLC,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 Delaware limited liability company.significant segment of the accounting profession, in effect on the date of the indenture.

        "Guarantee"        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) and the payment for which the United States pledges its full faith and credit.

        "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

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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"        "Guarantors" means:

(1)

each of the following Restricted Subsidiaries of Casella:

All Cycle Waste, Inc.,Casella that is a Vermont corporation;
Atlantic Coast Fibers, Inc., a Delaware corporation;
B. and C. Sanitation Corporation, a New York corporation;
Blue Mountain Recycling, LLC, a Pennsylvania limited liability company;
Bristol Waste Management, Inc., a Vermont corporation;
C.V. Landfill, Inc., a Vermont corporation;
Casella Albany Renewables LLC, a Delaware limited liability company;
Casella Major Accounts Services, LLC, a Vermont limited liability company;
Casella Renewable Systems, LLC, a Delaware limited liability company;
Casella RTG Investors Co., LLC, a Delaware limited liability company;
Casella Transportation, Inc., a Vermont corporation;
Casella Waste Managementborrower (other than Casella) or guarantor under the Senior Credit Facility or the indenture governing the Second Lien Notes as of Massachusetts, Inc., a Massachusetts corporation;the Issue Date; and
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;
Casella Waste Services of Ontario, LLC a New York limited liability company;
Chemung Landfill, LLC, a New York limited liability company;
Colebrook Landfill LLC, a New Hampshire limited liability company;
CWM All Waste, LLC, a New Hampshire limited liability company;
Fairfield County Recycling, Inc., a Delaware corporation;
FCR Camden, LLC, a Delaware limited liability company;
FCR Florida, LLC, a Delaware limited liability company;
FCR Greensboro, LLC, a Delaware limited liability company;
FCR Greenville, LLC, a Delaware limited liability company;
FCR Morris, LLC, a Delaware limited liability company;
FCR Redemption, LLC, a Delaware limited liability company;
FCR Tennessee, LLC, a Delaware limited liability company;
FCR, LLC, a Delaware limited liability company;
Forest Acquisitions, Inc., a New Hampshire corporation;
Grasslands Inc., a New York corporation;
Ground Co., LLC, a New York limited liability company;
Hakes C & D Disposal, Inc., a New York corporation;
Hardwick Landfill, Inc., a Massachusetts 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 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, LLC, a Maine limited liability company;
KTI Specialty Waste Services, Inc., a Maine corporation;
KTI, Inc., a New Jersey corporation;
Lewiston Landfill, LLC, a Maine limited liability company;
Maine Energy Recovery Company, Limited Partnership, a Maine limited partnership;
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;
News of Worcester, LLC, a Massachusetts limited liability company;
NEWSME Landfill Operations, LLC, a Maine limited liability company;
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 Systems, LLC, a Delaware limited liability corporation;
Resource Transfer Services, Inc., a Massachusetts corporation;
Resource Waste Systems, Inc., a Massachusetts corporation;
Schultz Landfill, Inc., a New York corporation;
Southbridge Recycling and Disposal Park, Inc., a Massachusetts corporation;
Sunderland Waste Management, Inc., a Vermont corporation;
Templeton Landfill, LLC, a Massachusetts limited liability company;
Trilogy Glass, LLC, a New York limited liability company;
U.S. Fiber, LLC, a North Carolina limited liability company;
Waste-Stream Inc., a New York corporation;
Westfield Disposal Service, Inc., a New York corporation;
Winter 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;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.indenture.

        "Hedging Obligations"        "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"        "Holder" means the registered holder of any Note.debt security.

        "Indebtedness"        "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.

        "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;

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(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 orand any premium thereon if such Indebtedness is redeemable at the option of the holder at such date, in the case of any other Indebtedness.

        "Investments"        "Insurance Subsidiary" means a Wholly Owned Restricted Subsidiary of Casella organized and operated as a captive insurance subsidiary under the laws of any State of the United States.

        "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-downswrite downs or write-offs with respect to such Investment but less all cash distributions constituting a return of capital.

        "Issue Date"        "Issue Date" means January 24, 2003, the date of original issuanceon which any series of the Notes.debt securities are first issued.

        "Lien"        "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"        "Moody's" means the aggregate cash proceeds received by CasellaMoody's Investors Service, Inc. or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset Sale, including,successor thereto.

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 repaymentTable of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale.Contents

        "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"        "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"        "Officers' Certificate" means a certificate signed on behalf of Casella by any one of the offering circularfollowing: the Chief Executive Officer, the President, the Vice President Finance, the Chief Financial Officer, Treasurer, Controller or the Secretary of Casella and the Guarantors dated January 21, 2003 relatingdelivered to the Notes.trustee.

        "Opinion        "Opinion of Counsel"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.

        "PermittedPermitted Junior Securities"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 a plan of reorganization in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notesdebt securities and the Subsidiary Guarantees are subordinated to Senior Debt pursuant to the Indenture.indenture; or (3) the Senior Subordinated Notes.

        "Permitted Liens"        "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)(6)

Liens existing on the date of this Indenturethe 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)(7)

judgment Liens not giving rise to an eventEvent of defaultDefault 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)(8)

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; indenture;provided that such Liens (A)(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)(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)(9)

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

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(11)(10)

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)(11)

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)(12)

Liens securing Hedging Obligations;



(14)(13)

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)(14)

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



(16)(15)

Liens on any landfill acquired after the Issue Datedate of the indenture 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)(16)

Liens onsecuring cash management obligations of Casella and its Restricted Subsidiaries that are secured by 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 companiescollateral 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; andSenior Credit Facility;



(18)(17)

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.outstanding; and



(18)

Liens on assets of any Restricted Subsidiary that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary permitted hereunder.

        "Permitted        "Permitted Refinancing Indebtedness"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,debt securities, or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notesdebt securities on terms at least as favorable to the Holders of Notesdebt securities or the Subsidiary Guarantees, as applicable, as those contained in the documentation governing the Indebtedness being refinanced;



(4)

if the Indebtedness being refinanced rankspari passu with the Notes,debt securities or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness rankspari passu with, or is subordinated in right of payment to, the Notes;debt securities or the Subsidiary Guarantees, as applicable;



(5)

Preferred Stock shall be refinanced only with Preferred Stock; and

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(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"        "Person" means an individual, partnership, corporation, limited liability company, firm, association, joint stock company, unincorporated organization, trust, bank, trust company, land trust, business trust or other enterprise, joint venture, or a governmental agency or political subdivision thereof.thereof or other entity.

        "Preferred Stock"        "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        "Purchase Money Obligations"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        "Qualified Capital Stock"Stock" means any Capital Stock of Casella that is not Disqualified Capital Stock.

        "Representative"        "Referent Person" has the meaning set forth in the definition of "Consolidated Net Income."

        "refinance" means to extend, refinance, renew, replace, defease or refund, including successively; and "refinancing" and "refinanced" shall have correlative meanings.

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

        "Sale        "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

        "Sale and Leaseback Transaction"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        "SEC" means the Securities and Exchange Commission.

        "Second Lien Notes" means Casella's 11.0% Senior Second Lien Notes due 2014 issued under the Second Lien Notes Documents.

        "Second Lien Notes Documents" means that certain indenture dated as of July 9, 2009 by and among Casella, the guarantors named therein and Wilmington Trust Company, as trustee, 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 other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement, and any successor or replacement indenture.

        "Senior Credit Facility"Facility" means the Amended and Restated Revolving Credit Agreement, dated April 28, 2005,as of March 18, 2011, by and among Casella, the Guarantors, certain subsidiaries of Casella named as guarantors therein,

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Bank of America, N.A., individually and as administrationadministrative agent, Bank of America, Securities LLC,N.A., as sole arrangerlender, and sole book manager, Citizens Bank, as syndication agent, Sovereign Bank, Wachovia Bank and Calyon New York Branch, as co-documentation agents, and the other 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"        "Senior Debt" means:

(1)

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



(2)

all Indebtedness outstanding under the Second Lien Notes and the Second Lien Notes Documents, and all Hedging Obligations with respect thereto;



(3)

any other Indebtedness permitted to be incurred byof Casella or a Guarantor not prohibited under the terms of the Indenture,indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with the Notesdebt securities or subordinated in right of payment to the Notesdebt securities or any other Indebtedness of Casella; and



(3)(4)

all Obligations with respect to the items listed in the preceding clauses (1), (2) and (2)(3) (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 Indentureindenture (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' certificateOfficers' 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)indenture).

        "Specified Assets"Significant Subsidiary" means K-C International Ltd., the brokerage business(1) any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 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 respectRegulation S-X, promulgated pursuant to the businesses conducted by the foregoingAct, 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 Indenture.definition.

        "Stated Maturity"        "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"        "Senior Subordinated Notes" means Casella's 7³/4 Senior Subordinated Notes due 2019.

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        "Senior Subordinated Notes Documents" means that certain indenture dated as of February 7, 2011 by and among Casella, the guarantors named therein and U.S. Bank National Association, as trustee, including any notes, 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 other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement, and any successor or replacement indenture.

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

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

"Unrestricted Subsidiary"Subsidiary" of any Person means




•(1)

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 4.19the "—Designation of the Indenture;Restricted and Unrestricted Subsidiaries" covenant; and



•(2)

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        "Weighted Average Life to Maturity"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        "Wholly Owned Restricted Subsidiary"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.




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DESCRIPTION OF CAPITAL STOCK


        The following description of our capital stock is intended as a summary only. This description is based upon, and is qualified by reference to, our certificate of incorporation, our by-laws and applicable provisions of Delaware corporate law. This summary is not complete. You should read our certificate of incorporation and by-laws, which are filed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you.

        Our authorized capital stock consists of 100,000,000 shares of class A common stock, 1,000,000 shares of class B common stock and 944,250 shares of preferred stock. As of June 21, 2011, 25,596,756 shares of class A common stock were outstanding, 988,200 shares of class A common stock were issuable upon the conversion of outstanding shares of class B common stock, and no shares of preferred stock were outstanding. The only common stock that we would offer under this prospectus is class A common stock.

Common Stock

        Annual Meeting.    Annual meetings of our stockholders are held on the date designated in accordance with our by-laws. Written notice must be mailed to each stockholder entitled to vote not less than ten nor more than 60 days before the date of the meeting. The presence in person or by proxy of the holders of record of a majority of our issued and outstanding shares entitled to vote at such meeting constitutes a quorum for the transaction of business at meetings of the stockholders. Special meetings of the stockholders may be called for any purpose by the chief executive officer or the chairman of the board of directors. Except as may be otherwise provided by applicable law, our restated certificate of incorporation or our by-laws, all elections shall be decided by a plurality, and all other questions shall be decided by a majority, of the votes cast by stockholders entitled to vote thereon at a duly held meeting of stockholders at which a quorum is present.

        Voting Rights.    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




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

        Other Rights.    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




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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.

        Transfer Agent and Registrar.    Computershare is transfer agent and registrar for the Class A common stock.

Preferred Stock

        As of June 21, 2011, no shares of preferred stock were outstanding. Other terms of any series of preferred stock will be described in the prospectus supplement relating to that series of preferred stock. The terms of any series of preferred stock may differ from the terms described below. Certain provisions of the preferred stock described below and in any applicable prospectus supplement are not complete.

        We are authorized to issue "blank check" preferred stock, which may be issued in one or more series upon authorization of our board of directors. Our board of directors is authorized to fix the designation of the series, the number of authorized shares of the series, dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences and any other rights, powers, preferences and limitations applicable to each series of preferred stock. The authorized shares of our preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. If the approval of our stockholders is not required for the issuance of shares of our preferred stock, our board may determine not to seek stockholder approval.

        A series of our preferred stock could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. Our board of directors will make any determination to issue such shares based upon its judgment as to the best interests of our stockholders. Our directors, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt through which an acquirer may be able to change the composition of our board of directors, including a tender offer or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market price of the stock.

        The preferred stock has the terms described below unless otherwise provided in the prospectus supplement relating to a particular series of preferred stock. You should read the prospectus supplement relating to the particular series of preferred stock being offered for specific terms, including:

•

the designation and stated value per share of the preferred stock and the number of shares offered;



•

the amount of liquidation preference per share;



•

the price at which the preferred stock will be issued;



•

the dividend rate, or method of calculation of dividends, the dates on which dividends will be payable, whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to accumulate;



•

any redemption or sinking fund provisions;




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•

if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred stock is denominated and/or in which payments will or may be payable;



•

any conversion provisions;



•

whether we have elected to offer depositary shares as described under "Description of Depositary Shares;" and



•

any other rights, preferences, privileges, limitations and restrictions on the preferred stock.

        The preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise specified in the prospectus supplement, each series of preferred stock will rank equally as to dividends and liquidation rights in all respects with each other series of preferred stock. The rights of holders of shares of each series of preferred stock will be subordinate to those of our general creditors.

        As described under "Description of Depositary Shares," we may, at our option, with respect to any series of preferred stock, elect to offer fractional interests in shares of preferred stock, and provide for the issuance of depositary receipts representing depositary shares, each of which will represent a fractional interest in a share of the series of preferred stock. The fractional interest will be specified in the prospectus supplement relating to a particular series of preferred stock.

        Rank.    Unless otherwise specified in the prospectus supplement, the preferred stock will, with respect to dividend rights and rights upon our liquidation, dissolution or winding up of its affairs, rank:

•

senior to our common stock and to all equity securities ranking junior to such preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs;



•

on a parity with all equity securities issued by us, the terms of which specifically provide that such equity securities rank on a parity with the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs; and



•

junior to all equity securities issued by us, the terms of which specifically provide that such equity securities rank senior to the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs.

        The term "equity securities" does not include convertible debt securities.

        Dividends.    Holders of the preferred stock of each series will be entitled to receive, when, as and if declared by our board of directors, cash dividends at such rates and on such dates described in the prospectus supplement. Different series of preferred stock may be entitled to dividends at different rates or based on different methods of calculation. The dividend rate may be fixed or variable or both. Dividends will be payable to the holders of record as they appear on our stock books on record dates fixed by our board of directors, as specified in the applicable prospectus supplement.

        Dividends on any series of preferred stock may be cumulative or noncumulative, as described in the applicable prospectus supplement. If our board of directors does not declare a dividend payable on a dividend payment date on any series of noncumulative preferred stock, then the holders of that noncumulative preferred stock will have no right to receive a dividend for that dividend payment date, and we will have no obligation to pay the dividend accrued for that period, whether or not dividends on that series are declared payable on any future dividend payment dates. Dividends on any series of cumulative preferred stock will accrue from the date we initially issue shares of such series or such other date specified in the applicable prospectus supplement.




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        No dividends may be declared or paid or funds set apart for the payment of any dividends on any parity securities unless full dividends have been paid or set apart for payment on the preferred stock. If full dividends are not paid, the preferred stock will share dividends pro rata with the parity securities.

        No dividends may be declared or paid or funds set apart for the payment of dividends on any junior securities unless full dividends for all dividend periods terminating on or prior to the date of the declaration or payment will have been paid or declared and a sum sufficient for the payment set apart for payment on the preferred stock.

        Liquidation Preference.    Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, then, before we make any distribution or payment to the holders of any common stock or any other class or series of our capital stock ranking junior to the preferred stock in the distribution of assets upon any liquidation, dissolution or winding up of our affairs, the holders of each series of preferred stock shall be entitled to receive out of assets legally available for distribution to stockholders, liquidating distributions in the amount of the liquidation preference per share set forth in the prospectus supplement, plus any accrued and unpaid dividends thereon. Such dividends will not include any accumulation in respect of unpaid noncumulative dividends for prior dividend periods. Unless otherwise specified in the prospectus supplement, after payment of the full amount of their liquidating distributions, the holders of preferred stock will have no right or claim to any of our remaining assets. Upon any such voluntary or involuntary liquidation, dissolution or winding up, if our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding preferred stock and the corresponding amounts payable on all other classes or series of our capital stock ranking on parity with the preferred stock and all other such classes or series of shares of capital stock ranking on parity with the preferred stock in the distribution of assets, then the holders of the preferred stock and all other such classes or series of capital stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled.

        Upon any such liquidation, dissolution or winding up and if we have made liquidating distributions in full to all holders of preferred stock, we will distribute our remaining assets among the holders of any other classes or series of capital stock ranking junior to the preferred stock according to their respective rights and preferences and, in each case, according to their respective number of shares. For such purposes, our consolidation or merger with or into any other corporation, trust or entity, or the sale, lease or conveyance of all or substantially all of our property or assets will not be deemed to constitute a liquidation, dissolution or winding up of our affairs.

        Redemption.    If so provided in the applicable prospectus supplement, the preferred stock will be subject to mandatory redemption or redemption at our option, as a whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in such prospectus supplement.

        The prospectus supplement relating to a series of preferred stock that is subject to mandatory redemption will specify the number of shares of preferred stock that shall be redeemed by us in each year commencing after a date to be specified, at a redemption price per share to be specified, together with an amount equal to all accrued and unpaid dividends thereon to the date of redemption. Unless the shares have a cumulative dividend, such accrued dividends will not include any accumulation in respect of unpaid dividends for prior dividend periods. We may pay the redemption price in cash or other property, as specified in the applicable prospectus supplement. If the redemption price for preferred stock of any series is payable only from the net proceeds of the issuance of shares of our capital stock, the terms of such preferred stock may provide that, if no such shares of our capital stock shall have been issued or to the extent the net proceeds from any issuance are insufficient to pay in full the aggregate redemption price then due, such preferred stock shall automatically and mandatorily be converted into the applicable shares of our capital stock pursuant to conversion provisions specified in




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the applicable prospectus supplement. Notwithstanding the foregoing, we will not redeem any preferred stock of a series unless:

•

if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on the preferred stock for all past dividend periods and the then current dividend period; or



•

if such series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends for the then current dividend period.

        In addition, we will not acquire any preferred stock of a series unless:

•

if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full cumulative dividends on all outstanding shares of such series of preferred stock for all past dividend periods and the then current dividend period; or



•

if that series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds to pay full dividends on the preferred stock of such series for the then current dividend period.

        However, at any time we may purchase or acquire preferred stock of that series (1) pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding preferred stock of such series or (2) by conversion into or exchange for shares of our capital stock ranking junior to the preferred stock of such series as to dividends and upon liquidation.

        If fewer than all of the outstanding shares of preferred stock of any series are to be redeemed, we will determine the number of shares that may be redeemed pro rata from the holders of record of such shares in proportion to the number of such shares held or for which redemption is requested by such holder or by any other equitable manner that we determine. Such determination will reflect adjustments to avoid redemption of fractional shares.

        Unless otherwise specified in the prospectus supplement, we will mail notice of redemption at least 30 days but not more than 60 days before the redemption date to each holder of record of preferred stock to be redeemed at the address shown on our stock transfer books. Each notice shall state:

•

the redemption date;



•

the number of shares and series of preferred stock to be redeemed;



•

the redemption price;



•

the place or places where certificates for such preferred stock are to be surrendered for payment of the redemption price;



•

that dividends on the shares to be redeemed will cease to accrue on such redemption date;



•

the date on which the holder's conversion rights, if any, as to such shares shall terminate; and



•

the specific number of shares to be redeemed from each such holder if fewer than all the shares of any series are to be redeemed.

        If notice of redemption has been given and we have set aside the funds necessary for such redemption in trust for the benefit of the holders of any shares called for redemption, then from and after the redemption date, dividends will cease to accrue on such shares, and all rights of the holders of such shares will terminate, except the right to receive the redemption price.




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        Voting Rights.    Holders of preferred stock will not have any voting rights, except as required by law or as indicated in the applicable prospectus supplement.

        Unless otherwise provided for under the terms of any series of preferred stock, no consent or vote of the holders of shares of preferred stock or any series thereof shall be required for any amendment to our certificate of incorporation that would increase the number of authorized shares of preferred stock or the number of authorized shares of any series thereof or decrease the number of authorized shares of preferred stock or the number of authorized shares of any series thereof (but not below the number of authorized shares of preferred stock or such series, as the case may be, then outstanding).

        Conversion Rights.    The terms and conditions, if any, upon which any series of preferred stock is convertible into our common stock will be set forth in the applicable prospectus supplement relating thereto. Such terms will include the number of shares of common stock into which the shares of preferred stock are convertible, the conversion price, rate or manner of calculation thereof, the conversion period, provisions as to whether conversion will be at our option or at the option of the holders of the preferred stock, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption.

        Transfer Agent and Registrar.    The transfer agent and registrar for the preferred stock will be set forth in the applicable prospectus supplement.

Provisions of Our Certificate of Incorporation and By-laws and Delaware Law That May Have Anti-Takeover Effects

        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 class A common stock and elected to office is a class I director. Our certificate of incorporation and by-laws 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 term of any director elected to fill a vacancy between annual meetings will last until the next annual meeting and until such director's successor has been elected and qualified, or until his earlier death, resignation or removal. 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.

        Removal of Directors by Stockholders.    Delaware law provides that members of our board of directors may only be removed for cause by a vote of the holders of a majority of the outstanding shares entitled to vote on the election of the directors.

        Stockholder Nomination of Directors.    Our by-laws provide that a stockholder must notify us in writing of any stockholder nomination of a director not earlier than the 120^th day and not later than the 90^th day prior to the first anniversary of the preceding year's annual meeting; provided, that if the date of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of (x) the 90^th day prior to the date of such meeting and (y) the 10^th day following the day on which




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notice of the date such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever occurs first.

        No Action By Written Consent.    Our restated certificate of incorporation provides that our stockholders may not act by written consent and may only act at duly called meetings of stockholders.

        Delaware Business Combination Statute.    Section 203 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL, is applicable to us, Section 203 of the DGCL restricts some types of transactions and business combinations between a corporation and a 15% stockholder. A 15% stockholder is generally considered by Section 203 to be a person owning 15% or more of the corporation's outstanding voting stock. Section 203 refers to a 15% stockholder as an "interested stockholder." Section 203 restricts these transactions for a period of three years from the date the stockholder acquires 15% or more of our outstanding voting stock. With some exceptions, unless the transaction is approved by the board of directors and the holders of at least two-thirds of the outstanding voting stock of the corporation, Section 203 prohibits significant business transactions such as:

•

a merger with, disposition of significant assets to or receipt of disproportionate financial benefits by the interested stockholder, and



•

any other transaction that would increase the interested stockholder's proportionate ownership of any class or series of our capital stock.

        The shares held by the interested stockholder are not counted as outstanding when calculating the two-thirds of the outstanding voting stock needed for approval.

        The prohibition against these transactions does not apply if:

•

prior to the time that any stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction in which such stockholder acquired 15% or more of our outstanding voting stock, or



•

the interested stockholder owns at least 85% of our outstanding voting stock as a result of a transaction in which such stockholder acquired 15% or more of our outstanding voting stock. Shares held by persons who are both directors and officers or by some types of employee stock plans are not counted as outstanding when making this calculation.

Directors' Liability

        Our certificate of incorporation provides that a member of the board of directors will not be personally liable to us or our stockholders for monetary damages for breaches of their legal duties to us or our stockholders as a director, except to the extent that the General Corporation Law of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

        Our certificate of incorporation also allows us to indemnify directors and officers to the fullest extent authorized by Delaware law.




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DESCRIPTION OF DEPOSITARY SHARES


General

        We may, at our option, elect to offer fractional shares of preferred stock, which we call depositary shares, rather than full shares of preferred stock. If we do, we will issue to the public receipts, called depositary receipts, for depositary shares, each of which will represent a fraction, to be described in the applicable prospectus supplement, of a share of a particular series of preferred stock. Unless otherwise provided in the prospectus supplement, each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in a share of preferred stock represented by the depositary share, to all the rights and preferences of the preferred stock represented by the depositary share. Those rights include dividend, voting, redemption, conversion and liquidation rights.

        The shares of preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act as depositary under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and dividend disbursing agent for the depositary shares.

        The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.

        The summary of terms of the depositary shares contained in this prospectus is not complete. You should refer to the form of the deposit agreement, our certificate of incorporation and the certificate of designation for the applicable series of preferred stock that are, or will be, filed with the SEC.

Dividends and Other Distributions

        The depositary will distribute all cash dividends or other cash distributions, if any, received in respect of the preferred stock underlying the depositary shares to the record holders of depositary shares in proportion to the numbers of depositary shares owned by those holders on the relevant record date. The relevant record date for depositary shares will be the same date as the record date for the underlying preferred stock.

        If there is a distribution other than in cash, the depositary will distribute property (including securities) received by it to the record holders of depositary shares, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, adopt another method for the distribution, including selling the property and distributing the net proceeds from the sale to the holders.

Liquidation Preference

        If a series of preferred stock underlying the depositary shares has a liquidation preference, in the event of the voluntary or involuntary liquidation, dissolution or winding up of us, holders of depositary shares will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the applicable prospectus supplement.

Withdrawal of Stock

        Unless the related depositary shares have been previously called for redemption, upon surrender of the depositary receipts at the office of the depositary, the holder of the depositary shares will be entitled to delivery, at the office of the depositary to or upon his or her order, of the number of whole shares of the preferred stock and any money or other property represented by the depositary shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be




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withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary shares. In no event will the depositary deliver fractional shares of preferred stock upon surrender of depositary receipts. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the deposit agreement or receive depositary receipts evidencing depositary shares therefor.

Redemption of Depositary Shares

        Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing shares of the preferred stock so redeemed, so long as we have paid in full to the depositary the redemption price of the preferred stock to be redeemed plus an amount equal to any accumulated and unpaid dividends on the preferred stock to the date fixed for redemption. The redemption price per depositary share will be equal to the redemption price and any other amounts per share payable on the preferred stock multiplied by the fraction of a share of preferred stock represented by one depositary share. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata or by any other equitable method as may be determined by the depositary.

        After the date fixed for redemption, depositary shares called for redemption will no longer be deemed to be outstanding and all rights of the holders of depositary shares will cease, except the right to receive the monies payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon redemption upon surrender to the depositary of the depositary receipts evidencing the depositary shares.

Voting the Preferred Stock

        Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts relating to that preferred stock. The record date for the depositary receipts relating to the preferred stock will be the same date as the record date for the preferred stock. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of preferred stock represented by that holder's depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of shares of preferred stock represented by the depositary shares in accordance with those instructions, and we will agree to take all action that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote any shares of preferred stock except to the extent it receives specific instructions from the holders of depositary shares representing that number of shares of preferred stock.

Charges of Depositary

        We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and such other charges (including those in connection with the receipt and distribution of dividends, the sale or exercise of rights, the withdrawal of the preferred stock and the transferring, splitting or grouping of depositary receipts) as are expressly provided in the deposit agreement to be for their accounts. If these charges have not been paid by the holders of depositary receipts, the depositary may refuse to transfer depositary shares, withhold dividends and distributions and sell the depositary shares evidenced by the depositary receipt.




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Amendment and Termination of the Deposit Agreement

        The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between us and the depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary shares, other than fee changes, will not be effective unless the amendment has been approved by the holders of a majority of the outstanding depositary shares. The deposit agreement may be terminated by the depositary or us only if:

•

all outstanding depositary shares have been redeemed; or



•

there has been a final distribution of the preferred stock in connection with our dissolution and such distribution has been made to all the holders of depositary shares.

Resignation and Removal of Depositary

        The depositary may resign at any time by delivering to us notice of its election to do so, and we may remove the depositary at any time. Any resignation or removal of the depositary will take effect upon our appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having the requisite combined capital and surplus as set forth in the applicable agreement.

Notices

        The depositary will forward to holders of depositary receipts all notices, reports and other communications, including proxy solicitation materials received from us, that are delivered to the depositary and that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications we deliver to the depositary as the holder of preferred stock.

Limitation of Liability

        Neither we nor the depositary will be liable if either is prevented or delayed by law or any circumstance beyond its control in performing its obligations. Our obligations and those of the depositary will be limited to performance in good faith of our and their duties thereunder. We and the depositary will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, on information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties.




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DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS


        We may issue purchase contracts, including contracts obligating holders to purchase from or sell to us, and obligating us to sell to or purchase from the holders, a specified number of shares of our common stock, preferred stock or depositary shares at a future date or dates, which we refer to in this prospectus as purchase contracts. The price per share of common stock, preferred stock or depositary shares and the number of shares of each may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts. The purchase contracts may be issued separately or as part of units, often known as purchase units, consisting of one or more purchase contracts and beneficial interests in debt securities or any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the holders' obligations to purchase the common stock, preferred stock or depositary shares under the purchase contracts.

        The purchase contracts may require us to make periodic payments to the holders of the purchase units or vice versa, and these payments may be unsecured or prefunded on some basis. The purchase contracts may require holders to secure their obligations under those contracts in a specified manner, including pledging their interest in another purchase contract.

        The applicable prospectus supplement will describe the terms of the purchase contracts and purchase units, including, if applicable, collateral or depositary arrangements.




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DESCRIPTION OF WARRANTS


        The following description,We may issue warrants to purchase debt securities, preferred stock, depositary shares or common stock. We may offer warrants separately or together with one or more additional warrants, debt securities, preferred stock, depositary shares or common stock, or any combination of those securities in the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisionsform 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 detailunits, as described in the applicable prospectus supplement. If we indicateissue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following 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:
warrants:

•

the offering pricespecific designation and aggregate number of, warrants offered;and the offering price at which we will issue, the warrants;



•

the currency foror currency units in which the warrants may be purchased;offering price, if any, and the exercise price are payable;



•

the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;



•

whether the warrants are to be sold separately or with other securities as parts of units;



•

whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;



•

any applicable material U.S. federal income tax consequences;



•

the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;



•

the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;



•

the designation and terms of any equity securities purchasable upon exercise of the warrants;



•

the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants;



•

if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or common stock 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 onfrom and after which theany warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares or common stock will be separately transferable;



•

in the casenumber of warrants to purchase debt securities, the principal amountshares 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 depositary shares or the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of onea warrant and the price at which thesethose shares may be purchased upon such exercise;purchased;



•

if applicable, the effectminimum or maximum amount of the warrants that may be exercised at any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;one time;



•

the terms of any rightsinformation with respect to redeem or call the warrants;book-entry procedures, if any;



•

anythe antidilution provisions of, and other provisions for changes to or adjustmentsadjustment in the exercise price of, the warrants, if any;



•

any redemption or numbercall provisions; and



•

any additional terms of securities issuable uponthe warrants, including terms, procedures and limitations relating to the exchange or 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

Table 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 WarrantsContents

        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.


DESCRIPTIONFORMS OF UNITSSECURITIES


        Each debt security, depositary share, purchase contract, purchase unit and warrant will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Unless the applicable prospectus supplement provides otherwise, certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, depositary shares, purchase contracts, purchase units or warrants represented by these global securities. The depositary maintains a computerized system that will reflect each investor's beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Registered Global Securities

        We may issue units, consisting of one or more securities, including common stock, preferred stock,the registered 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 thedepositary shares, purchase contracts, purchase 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 describefully registered 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 specifydeposited with a depositary or its nominee identified in the applicable prospectus supplement. This meanssupplement and registered in the name of that depositary or nominee. In those cases, one or more registered global securities maywill be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by oneregistered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or moreany successors of the depositary or those nominees.

        If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.

        Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants' accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

        So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture, purchase contract, warrant agreement or purchase unit agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture, depositary share agreement, purchase contract,




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purchase unit agreement or warrant agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, depositary share agreement, purchase contract, purchase unit agreement or warrant agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, depositary share agreement, purchase contract, purchase unit agreement or warrant agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

        Principal, premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants, purchase agreements or purchase units, represented by a registered global security registered in the name of a financial institution that holds themdepositary or its nominee will be made to the depositary or its nominee, as depositarythe case may be, as the registered owner of the registered global security. None of us, the trustees, the warrant agents, the unit agents or any other agent of ours, agent of the trustees or agent of the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on behalfaccount of other financial institutions that participatebeneficial ownership interests in the depositary's book-entry system. These participating institutions, which are referredregistered global security or for maintaining, supervising or reviewing any records relating to as participants,those beneficial ownership interests.

        We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants' accounts in turn, holdamounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities on behalfheld for the accounts of themselvescustomers or their customers.registered in "street name," and will be the responsibility of those participants.

        OnlyIf the person in whose namedepositary for any of the securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and a successor depositary registered as a clearing agency under the Securities Exchange Act of 1934 is recognized asnot appointed by us within 90 days, we will issue securities in definitive form in exchange for the holder ofregistered global security that security. Securitieshad been held by the depositary. Any securities issued in definitive form in exchange for a registered global formsecurity will be registered in the name ofor names that the depositary gives to the relevant trustee, warrant agent, unit agent or its participants. Consequently, for securities issued in global form, weother relevant agent of ours or theirs. It is expected that the depositary's instructions will recognize onlybe based upon directions received by the depositary as the holderfrom participants with respect to ownership 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 behad been 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.depositary.




        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 rulesTable 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.




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        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:
securities:

•

through agents to the public or to investors;underwriters;



•

to underwriters or dealers for resale to the public or to investors;through dealers;



•

in "at the market offerings," within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;agents;



•

directly to investors;purchasers; or



•

through a combination of any of these methods of sale.

In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders.

        We may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. We will, set forth in athe prospectus supplement relating to such offering, name any agent that could be viewed as an underwriter under the termsSecurities Act, and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the offering of securities, including:


•

the name or names ofapplicable prospectus supplement, on a firm commitment basis. This prospectus may be used in connection with any agents or underwriters;



•

the purchase priceoffering 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 bythrough any of these methods or other methods described in the applicable prospectus supplement.

        The distribution of the securities may be soldeffected from time to the public,time in one or more transactions, either:
transactions:

•

at a fixed price, or prices, which may be changed;changed from time to time;



•

at market prices prevailing at the time of sale;



•

at prices related to such prevailing market prices; or



•

at negotiated prices.




Agents

        We may designate agents who agree to use their reasonable efforts to solicit purchases forEach prospectus supplement will describe the periodmethod 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 purchasedistribution of the securities as principal for resaleand any applicable restrictions.

        The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:

•

the name of the agent or any underwriters;



•

the public eitheroffering or purchase price;



•

any discounts and commissions to be allowed or paid to the agent or underwriters;



•

all other items constituting underwriting compensation;



•

any discounts and commissions to be allowed or paid to dealers; and



•

any exchanges on a firm-commitmentwhich the securities will be listed.

        If any underwriters or best-efforts basis. Ifagents are utilized in the sale of the securities in respect of which this prospectus is delivered, we sell securities to underwriters, we may executewill enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will name themset forth in the applicable prospectus supplement. In connection with those sales, underwriters may be deemedsupplement relating to have received compensation from us insuch offering the form of underwriting discounts or commissions and may also receive commissions from purchasersnames 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 agreementsthe terms of the related agreement 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 subsidiariesthem.

        If a dealer is utilized 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 class A common stock, which is listed on the NASDAQ Stock 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 us in the offering, if any. If the underwriters have an over-allotment option to purchase additional securities of ours, 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 respect of which 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 repaysprospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.




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        If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by orcommitment fee for the account of such underwriter in stabilizing or short covering transactions.securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.

        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 class A common stock. As a result, the price of our class A 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 Stock Market, in the over-the-counter market or otherwise.

Indemnity

        Underwriters,Agents, underwriters, dealers agents and other persons may be entitled under agreements thatwhich they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act.Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.

        If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:

•

the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and



•

if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.

        Certain agents, underwriters and dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.

        In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.

        Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities may be more than three scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the third business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are




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expected to settle in more than three scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.

        The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

        In compliance with the guidelines of the Financial Industry Regulatory Authority, or FINRA, the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the proceeds from any offering pursuant to this prospectus and any applicable prospectus supplement.




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VALIDITY OF SECURITIESLEGAL MATTERS


        TheUnless the applicable prospectus supplement indicates otherwise, the validity of the securities offered herebyin respect of which this prospectus is being delivered will be passed upon for us by Wilmer Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts.LLP.


EXPERTS


        The consolidated financial statements and financial statement schedule of Casella Waste Systems, Inc. and subsidiaries (the "Company") included in the Company's Annual Report (Form 10-K) as of and for the years ended April 30, 2007 and 2008 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended April 30, 20082011, and the effectiveness of the Company's internal control over financial reporting as of April 30, 2011 have been so incorporated in reliance on the report of Vitale, Caturanoaudited by McGladrey & Co. Ltd., anPullen, LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of saidsuch firm as experts in auditingaccounting and accounting.auditing.

        The consolidated financial statements and financial statement schedule of Casella Waste Systems, Inc. and subsidiaries (the "Company") included in the Company's Annual Report (Form 10-K) as of April 30, 2010 and for the yeartwo years ended April 30, 2006 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended April 30, 20082010, have been so incorporated in reliance on the report of PricewaterhouseCoopers, LLP.audited by Caturano and Company, P.C. (whose name has since changed to Caturano and Company, Inc.), an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of saidsuch firm as experts in auditingaccounting and accounting.auditing.




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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 Room at 100 F Street, N.E., 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 100 F Street, N.E., Room 1580, 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, 2008;



(2)

Our Quarterly Report on Form 10-Q as filed with the SEC on September 4, 2008;



(3)

Our Current Report on Form 8-K as filed with the SEC on August 28, 2008;



(4)

All our filings pursuant to the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration statement; and



(5)

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: Ned Coletta

        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$250,000,000

Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Purchase Contracts
Purchase Units
Warrants

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PROSPECTUS

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                    , 2011






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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.




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PART IIII.
INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.    Other Expenses of Issuance and Distribution.*


        The following table setsSet forth below is an estimate (except in the variouscase of the registration fee) of the amount of fees and expenses to be incurred in connection with the registrationissuance and distribution of the offered securities, being registered hereby, all of which will be borne by Casella Waste Systems, Inc. other than underwriting discounts and commissions.

SEC registration fee			$	29,025
Printing and engraving				20,000
Accounting services				25,000
Legal fees of registrant's counsel				60,000
Trustee's fees and expenses				5,000
Miscellaneous				5,000
	Total		$	144,025

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*

All amounts shown are estimates except the SEC registration fee.

SEC registration fee			$	9,825
Transfer agent's, trustee's and depository's fees and expenses				10,000
Printing and engraving expenses				10,000
Legal fees and expenses				40,000
Accounting fees and expenses				40,000
Miscellaneous				10,000
	Total expenses		$	119,825

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fee are estimated.

Item 15.    Indemnification of Directors and Officers.


        Section 102 of the Delaware corporate law statute allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

        Section 145 of the Delaware General Corporation Law statute permitsof the State of Delaware ("DGCL") provides, generally, that a Delaware corporation shall have the power 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(except actions by or in the right of the corporation) by reason of the fact that hesuch person 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 all expenses, (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by himsuch person in connection with thesuch action, suit or proceeding if hesuch person acted in good faith and in a manner hesuch person 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 or her conduct was unlawful.

        In A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the casedefense or settlement 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 factprovided 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 hesuch person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification may be madecorporation, and, in respectthe case of any claim, issue, or matterclaims, issues and matters as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extentprovided that the Court of Chancery or thea court in which the action or suit was brought shall determinehave determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to be indemnifiedindemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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        To        Section 102(b)(7) of the extentDGCL provides, generally, that the certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director officer, employee,to the corporation or agentits shareholders for monetary damages for breach of fiduciary duty as a director,provided that such provision may not eliminate or limit the liability of a corporation has been successful ondirector (i) for any breach of the merits or otherwise in defensedirector's duty of any action, suit or proceeding referredloyalty 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 the corporation or its shareholders, (ii) for acts or omissions not in advancegood faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the final disposition of the action, suit,DGCL, or proceeding upon receipt of an undertaking by or on behalf of(iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or officerlimit the liability of a director for any act or omission occurring prior to repaythe date when such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in Section 145.provision became effective.

        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

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indemnification of directors and officers of Casella, and for advancement of litigation expenses to the fullest extent permitted by Section 145.

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Item 16.    Exhibits and Financial Statement Schedules.Exhibits.


Exhibit


Exhibit Number			Description
	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)	Second Amended and Restated Certificate of Incorporation of the Registrant, as amended.
	4.2	(1)	Second Amended and Restated By-laws of the Registrant, as amended.
	4.3		Indenture, dated as of January 24, 2003, as supplemented, by and among the Registrant, the Guarantors named therein and U.S. Bank National Association.
	4.4	(2)	Form of junior subordinated indenture.
	4.5	(3)	Form of stock certificate of the Registrant's Class A Common Stock, $.01 par value per share.
	4.6		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.
	4.7		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.
	4.8		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.
	4.9		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.
	4.10		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.
	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 Vitale, Caturano & Co. Ltd. Filed herewith.
	23.2		Consent of PricewaterhouseCoopers LLP. Filed herewith.
	23.3		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
	23.4		Consent of PricewaterhouseCoopers LLP on Financial Statements of US GreenFiber, LLC. Filed herewith.
	24.1		Power of Attorney (see page II-6 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.

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(1)

Filed as an        The exhibits to this Registration Statement are listed in the exhibit to the Registrant's Quarterly Report on Form 10-Q (File No. 000-23211) filed with the SEC on December 7, 2007index, which appears elsewhere herein and is incorporated herein by reference.

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(2)

Filed as an exhibit to Registrant's Registration Statement on Form S-3 (File No. 333-121088) filed with the SEC on December 8, 2004 and incorporated herein by reference.



(3)

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:registration statement:



(i)

Toto include any prospectus required by Section 10(a)(3) of the Securities Act;Act of 1933, as amended (the "Securities Act of 1933");



(ii)

Toto reflect in the prospectus any facts or events arising after the effective date of this Registration Statementregistration 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.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 a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;registration statement; and



(iii)

Toto include any material information with respect to the plan of distribution not previously disclosed in this Registration Statementregistration statement or any material change to such information in this Registration Statement;registration statement;

provided,however, that paragraphs (1)(i), (1)(ii) and (1)(ii)(iii) 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 thea Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement.registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2)

That, for the purposes of determining any liability under the Securities Act of 1933, each such 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 initialbona 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.



(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:



(A)(i)

Eacheach prospectus filed by the registrantRegistrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in this Registration Statement;the registration statement; and



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(B)(ii)

Eacheach prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for

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liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of this Registration Statementthe registration statement or made in any such document immediately prior to such effective date.





(5)

That, for the purpose of determining liability of the registrantRegistrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

Thesecurities, the undersigned registrantRegistrant undertakes that in a primary offering of securities of thesuch undersigned registrantRegistrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, thesuch undersigned registrantRegistrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:





(i)

Anyany preliminary prospectus or prospectus of thesuch undersigned registrantRegistrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

Anyany free writing prospectus relating to the offering prepared by or on behalf of thesuch undersigned registrantRegistrant or used or referred to by thesuch undersigned registrant;Registrant;



(iii)

Thethe portion of any other free writing prospectus relating to the offering containing material information about thesuch undersigned registrantRegistrant or its securities provided by or on behalf of thesuch undersigned registrant;Registrant; and



(iv)

Anyany other communication that is an offer in the offering made by thesuch undersigned registrantRegistrant to the purchaser.



(6)
         Item 512(b) of Regulation S-K.    The Registrant hereby undertakes that,That, for purposes of determining any liability under the Securities Act of 1933, 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 Statementregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at thethat time shall be deemed to be the initialbona fide offering thereof.


(7)
That, for purposes of determining any liability under the Securities Act of 1933:



(i)

the information omitted from the form of prospectus filed as part of the 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 of 1933 shall be deemed to be part of the registration statement as of the time it was declared effective; and

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(ii)

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         Item 512(h) of Regulations S-K.bona fide offering thereof.



(8)

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.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 and is, therefor,therefore, 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 of 1933 and will be governed by the final adjudication of such issue.

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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, Vermont on this 23rd day of June 2011.

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


SIGNATURES AND POWER OF ATTORNEY


        We, the undersigned officers and directors of Casella Waste Systems, Inc. hereby severally constitute and appoint John W. Casella and Edwin D. Johnson, 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 amendments (including 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 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 any of them, to said Registration Statement and any and all amendments (including post-effective 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Chairman and Chief Executive Officer (Principal Executive Officer)		June 23, 2011
/s/ EDWIN D. JOHNSON Edwin D. Johnson		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Director		June 23, 2011
/s/ JOHN F. CHAPPLE III John F. Chapple III		Director		June 23, 2011

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         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.

Signature		Title		Date
/s/ GREGORY B. PETERS Gregory B. Peters		Director		June 23, 2011
/s/ JAMES F. CALLAHAN, JR. James F. Callahan, Jr.		Director		June 23, 2011
/s/ JOSEPH G. DOODY Joseph G. Doody		Director		June 23, 2011
/s/ JAMES P. MCMANUS James P. McManus		Director		June 23, 2011
/s/ MICHAEL K. BURKE Michael K. Burke		Director		June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

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

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Casella Waste Systems, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 attorney 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 15^th day of October, 2008.

Signature		Title
/s/ JOHN W. CASELLA John W. Casella		Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ JAMES W. BOHLIG James W. Bohlig		Chief Development Officer, President, Renewables Group and Director
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer
/s/ MICHAEL K. BURKE Michael K. Burke		Director
/s/ JAMES F. CALLAHAN, JR. James F. Callahan, Jr.		Director
/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/ JAMES P. MCMANUS James P. McManus		Director
/s/ GREGORY B. PETERS Gregory B. Peters		Director

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		ALL CYCLE WASTE, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of All Cycle Waste, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		ATLANTIC COAST FIBERS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Atlantic Coast Fibers, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer and Director (Principal Financial and Accounting OfficerOfficer)		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIGDOUGLAS R. CASELLA James W. BohligDouglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		B. AND C. SANITATION CORPORATION
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		BLUE MOUNTAIN RECYCLING, LLCBETTER BEDDING CORP.
		By:		FCR, LLC†
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, FCR, LLC, as sole managerthe undersigned officers and directors of Blue Mountain Recycling, LLC,Better Bedding Corp., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power to sign for us and in our namenames 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 namenames and on our behalf in our capacitycapacities as sole managerofficers and directors to enable Blue Mountain Recycling, LLCBetter Bedding 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 signaturesignatures as itthey may be signed by said attorney 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.

Signature		Title		Date
FCR, LLC/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		June 23, 2011
By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. Massaro Principal Financial and Accounting OfficerEdwin D. Johnson		Sole Manager †Vice President and Treasurer (Principal Financial and Accounting Officer)		October 15, 2008June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		June 23, 2011

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†

Blue Mountain Recycling, LLC has no officers or directors.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		BRISTOL WASTE MANAGEMENT, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Bristol Waste Management, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		PresidentJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		C.V. LANDFILL, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of C.V. Landfill, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA ALBANY RENEWABLES, LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

        We, Casella Renewable Systems, LLC as sole member of Casella Albany Renewables, LLC and the undersigned officers of Casella Albany Renewables, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 sole member of Casella Albany Renewables, LLC and officers of Casella Albany Renewables, LLC to enable Casella Albany Renewables, 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 said attorney to said Registration Statement and any and all amendments thereto.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				Vice President (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson				Vice President and Treasurer (Principal Financial and Accounting Officer)		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIGDOUGLAS R. CASELLA James W. BohligDouglas R. Casella				Vice President		October 15, 2008June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella				Vice President		October 15, 2008
CASELLA RENEWABLE SYSTEMS, LLC
By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Vice President and Treasurer		Sole Member †Member†		October 15, 2008June 23, 2011

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†

Casella Albany Renewables, LLC has no directors or managers.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA MAJOR ACCOUNT SERVICES, LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, Casella Waste Systems, Inc., the sole member of Casella Major Account Services, LLC, and the undersigned officers of Casella Major Account Services LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 the sole member of Casella Major Account Services, LLC and officers of Casella Major Account Services, LLC to enable Casella Major Account Services 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 said attorney 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.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				Vice President and Secretary (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson				PrincipalVice President and Treasurer (Principal Financial and Accounting OfficerOfficer)		October 15, 2008
/s/ June 23, 2011JAMES W. BOHLIG James W. Bohlig				President		October 15, 2008
CASELLA WASTE SYSTEMS, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer		Sole Member †Member†		October 15, 2008June 23, 2011

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†

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

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

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

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Casella Recycling, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 Recycling, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		June 23, 2011
/s/ EDWIN D. JOHNSON Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 23rd day of June, 2011.

		CASELLA RENEWABLE SYSTEMS, LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

        We, Casella Waste Systems, Inc., as sole member of Casella Renewable Systems, LLC, and the undersigned officers of Casella Renewable Systems, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 sole member of Casella Renewable Systems, LLC and officers of Casella Renewable Systems, LLC to enable Casella Renewable Systems, 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 said attorney to said Registration Statement and any and all amendments thereto.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				Vice President, Secretary and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson				PrincipalVice President and Treasurer (Principal Financial and Accounting OfficerOfficer)		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIGDOUGLAS R. CASELLA James W. BohligDouglas R. Casella				Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella				Vice President and Director		October 15, 2008
CASELLA WASTE SYSTEMS, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer		Sole Member †Member†		October 15, 2008June 23, 2011

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†

Casella Renewable Services,Systems, LLC has no directors or managers.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA RTG INVESTORS CO., LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

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 our true and lawful attorney with full power 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 attorney 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.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				President (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro				Principal Financial and Accounting Officer		October 15, 2008
CASELLA WASTE SYSTEMS, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer		Sole Member †		October 15, 2008

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†

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

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		CASELLA TRANSPORTATION, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Casella Transportation, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting OfficerOfficer)		October 15, 2008June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		President and Director		October 15, 2008
/s/ June 23, 2011JAMES W. BOHLIG James W. Bohlig				Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA WASTE MANAGEMENT OF N.Y., INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA WASTE MANAGEMENT, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Casella Waste Management., Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)DOUGLAS R. CASELLA Douglas R. Casella		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ President and DirectorJAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CASELLA WASTE SERVICES OF ONTARIO, LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, New England Waste Services of N.Y., Inc., the sole member of Casella Waste Services of Ontario, LLC, and the undersigned officers of Casella Waste Services of Ontario, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power to sign for us and in our names in the capacities indicated below to the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to the Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of Casella Waste Services of Ontario, LLC and officers of Casella Waste Services of Ontario, LLC to enable Casella Waste Services of Ontario, 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 attorney 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.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				Vice President and Secretary (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIGEDWIN D. JOHNSON James W. BohligEdwin D. Johnson				Vice President and Treasurer (Principal Financial and Accounting Officer)		October 15, 2008June 23, 2011
NEW ENGLAND WASTE SERVICES OF N.Y., INC.
By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer		Sole Member†		June 23, 2011

NEW ENGLAND WASTE SERVICES OF N.Y., INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

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†

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

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CHEMUNG LANDFILL, LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasure

SIGNATURES AND POWER OF ATTORNEY

        We, New England Waste Services of N.Y., Inc., the sole member of Chemung Landfill, LLC, and the undersigned officers of Chemung Landfill, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 sole member of Chemung Landfill, LLC and officers of Chemung Landfill, LLC to enable Chemung 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 said attorney to said Registration Statement and any and all amendments thereto.

Signature				Title		Date
/s/ JOHN W.CASELLAW. CASELLA John W. Casella				Vice President and Secretary (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIGEDWIN D. JOHNSON James W. BohligEdwin D. Johnson				Vice President and Treasurer (Principal Financial and Accounting Officer)		October 15, 2008June 23, 2011
NEW ENGLAND WASTE SERVICES OF N.Y., INC.
By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer		Sole Member†		June 23, 2011

NEW ENGLAND WASTE SERVICES OF N.Y., INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

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†

Chemung Landfill, Inc. has no directors or managers.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		COLEBROOK LANDFILL, LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, New England Waste Services, Inc., the sole member of Colebrook Landfill, LLC, and the undersigned officers of Colebrook Landfill, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 sole member of Colebrook Landfill, LLC and officers of Colebrook Landfill, LLC to enable Colebrook 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 said attorney to said Registration Statement and any and all amendments thereto.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				Vice President and Secretary (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIGEDWIN D. JOHNSON James W. BohligEdwin D. Johnson				Vice President and Treasurer (Principal Financial and Accounting Officer)		October 15, 2008June 23, 2011
NEW ENGLAND WASTE SERVICES, INC.
By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer		Sole Member†		June 23, 2011

NEW ENGLAND WASTE SERVICES, INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

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†

Colebrook Landfill LLC. has no directors or managers.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		CORNING COMMUNITY DISPOSAL SERVICE, INC.
		By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Corning Community Disposal Service, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 Corning Community 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		June 23, 2011
/s/ EDWIN D. JOHNSON Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 23rd day of June, 2011.

		CWM ALL WASTE LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 attorney 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.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				President (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson				PrincipalVice President and Treasurer (Principal Financial and Accounting OfficerOfficer)		June 23, 2011
October 15, 2008CASELLA WASTE MANAGEMENT, INC.
By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer		Sole Member†		June 23, 2011

CASELLA WASTE MANAGEMENT, INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

---

†

CWM All Waste LLC has no directors or managers.

II-26

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FAIRFIELD COUNTY RECYCLING, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Fairfield County Recycling, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 Fairfield County Recycling, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-27

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FCR CAMDEN, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR Camden, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR Camden, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15th23rd day of October, 2008.June, 2011.

		FCR FLORIDA, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR Florida, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR Florida, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-29

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FCR GREENSBORO, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR Greenboro, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR Greensboro, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-30

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FCR GREENVILLE, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR Greenville, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR Greenville, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-31

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FCR MORRIS, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR Morris, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR Morris, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-32

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FCR REDEMPTION, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR Redemption, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR Redemption, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-33

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FCR TENNESSEE, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR Tennessee, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR Tennessee, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-34

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FCR, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of FCR, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 FCR, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-35

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		FOREST ACQUISITIONS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Forest Acquisitions, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President, Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		GRASSLANDS INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Grasslands Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer and Director (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		GROUNDCO LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 attorney 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.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				PrincipalPresident (Principal Executive OfficerOfficer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIGEDWIN D. JOHNSON James W. BohligEdwin D. Johnson				Vice President and Treasurer (Principal ExecutiveFinancial and Accounting Officer)		October 15, 2008June 23, 2011
NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer		Sole Member†		June 23, 2011

NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

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†

GroundCo LLC has no directors or managers.

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Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		HAKES C & D DISPOSAL, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		HARDWICK LANDFILL, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Hardwick Landfill, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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Table of Contents

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		HIRAM HOLLOW REGENERATION CORP.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Hiram Hollow Regeneration Corp., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		THE HYLAND FACILITY ASSOCIATES
		By:		Casella Waste Management of N.Y., Inc. its managing partner†
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 attorney 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.

Signature				Title		Date
CASELLA WASTE MANAGEMENT OF N.Y., INC.
By:		/s/ JOHN W. CASELLA John W. Casella President and Director		General Partner†		October 15, 2008

				June 23, 2011
/s/ JOHN W. CASELLA John W. Casella				Director of Casella Waste Management of N.Y., Inc		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Director of Casella Waste Management of N.Y., Inc.		October 15, 2008June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella				Director of Casella Waste Management of N.Y., IncInc.		October 15, 2008June 23, 2011

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†

The Hyland Facility Associates has no officers or directors.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		K-C INTERNATIONAL, LTD.
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of K-C International, Ltd., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/��PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

II-43

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		KTI BIO FUELS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of KTI Bio Fuels, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		KTI ENVIRONMENTAL GROUP, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of KTI Environmental Group, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		KTI NEW JERSEY FIBERS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer and director (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		KTI OPERATIONS INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of KTI Operations Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer and Director (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		KTI RECYCLING OF NEW ENGLAND, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of KTI Recycling of New England, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 KTI Recycling of New England, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		KTI SPECIALTY WASTE SERVICES, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		KTI, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of KTI, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		LEWISTON LANDFILL, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, New England Waste Services of ME, Inc., the sole member of Lewiston Landfill, Inc. and the undersigned officers of Lewiston Landfill, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 the sole member of Lewiston Landfill, LLC and officers of Lewiston Landfill, LLC to enable Lewiston 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Secretary (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		President		October 15, 2008
/s/ BRIAN OLIVER Brian Oliver		Vice President		October 15, 2008

NEW ENGLAND WASTE SERVICES OF ME, INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

---

†

Lewiston Landfill, LLC has no directors or managers.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP
		By:		KTI Environmental Group, Inc., its general partner†
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 attorney 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.

Signature				Title		Date
KTI ENVIRONMENTAL GROUP, INC.
By:		/s/ JOHN W. CASELLA John W. Casella President and Director		General Partner†		October 15, 2008

/s/ JOHN W. CASELLA John W. Casella		General Partner†		June 23, 2011
		/s/ JOHN W. CASELLA John W. Casella		Director of KTI Environmental Group, Inc.		October 15, 2008June 23, 2011
/s/ JAMES W. BOHLIG James W. Bohlig			/s/ DOUGLAS R. CASELLA Douglas R. Casella		Director of KTI Environmental Group, Inc.		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Director of KTI Environmental Group, Inc.		October 15, 2008June 23, 2011

---

†

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

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEW ENGLAND LANDFILL SOLUTIONS, LLC
		By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of New England Landfill Solutions, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 New England Landfill Solutions, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		June 23, 2011
/s/ EDWIN D. JOHNSON Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 23rd day of June, 2011.

		NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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. Signature Title Date

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)DOUGLAS R. CASELLA Douglas R. Casella		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ President and DirectorJAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEW ENGLAND WASTE SERVICES OF ME, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEW ENGLAND WASTE SERVICES OF N.Y., INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 20088
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEW ENGLAND WASTE SERVICES, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer


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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEWBURY WASTE MANAGEMENT, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Newbury Waste Management, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		PresidentJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEWS OF WORCESTER LLC
		By:		Casella Waste Systems, Inc., its sole member*
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, Casella Waste Systems, Inc., the sole member of NEWS of Worcester LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 NEWS of Worcester LLC to enable NEWS of Worcester 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 attorney 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.

CASELLA WASTE SYSTEMS, INC.
By:		/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer		Sole Member		October 15, 2008 June 23, 2011

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*

NEWS of Worcester LLC has no officers or directors.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NEWSME LANDFILL OPERATIONS LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 attorney 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.

Signature				Title		Date
/s/ JOHN W. CASELLA John W. Casella				Principal Executive Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		President (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson				PrincipalVice President and Treasurer (Principal Financial and Accounting OfficerOfficer)		October 15, 2008

NEW ENGLAND WASTE SERVICES OF ME, INC.

						June 23, 2011
By: NEW ENGLAND WASTE SERVICES OF ME, INC.
By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal Financial and Accounting Officer		Sole Member†		October 15, 2008 June 23, 2011

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†

NEWSME Landfill Operations LLC has no directors or managers.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		North Country Composting Services, Inc.
		By:		/s/ EDWIN D. JOHNSON Edwin D. Johnson Vice President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of North Country composting Services, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 North Country Composting 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		June 23, 2011
/s/ EDWIN D. JOHNSON Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 23rd day of June, 2011.

		NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of North County Environmental Services, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 North County 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

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

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of North Country Trucking, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 North Country Trucking, 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 attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		June 23, 2011
/s/ EDWIN D. JOHNSON Edwin D. Johnson		Vice President and Treasurer (Principal Financial and Accounting Officer)		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 23rd day of June, 2011.

		NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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. Signature Title Date

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer and Director (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		NORTHERN SANITATION, INC.
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Northern Sanitation, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		PERC, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of PERC, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer and Director (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
		By:		PERC, Inc., its general partner†
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

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 our true and lawful attorney with full power 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 attorney 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.

Signature				Title		Date
PERC, INC.
By:		/s/ JOHN W. CASELLA John W. Casella President and Director		General Partner†		October 15, 2008

/s/ JOHN W. CASELLA John W. Casella		Director of PERC, Inc.		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Director of PERC, Inc.		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Director of PERC, Inc.		October 15, 2008

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†

PERC Management Company Limited Partnership has no officers or directors.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		PINE TREE WASTE, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Pine Tree Waste, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer and Director (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ DirectorDOUGLAS R. CASELLA Douglas R. Casella		Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		R.A. BRONSONPORTLAND C&D SITE, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of R.A. BronsonPortland C&D Site, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 R.A. BronsonPortland C&D Site, 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 attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		RESOURCE RECOVERY SYSTEMS, LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Resource Recovery Systems, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 Resource Recovery Systems, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		RESOURCE TRANSFER SERVICES, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of ResourceReSource Transfer Services, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 ResourceReSource 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		RESOURCE WASTE SYSTEMS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of ResourceReSource Waste Systems, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 ResourceReSource 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 attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		SCHULTZ LANDFILL, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Schultz Landfill, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		SOUTHBRIDGE RECYCLING & DISPOSAL PARK, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

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 our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		SUNDERLAND WASTE MANAGEMENT, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Sunderland Waste Management, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		PresidentJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		TEMPLETON LANDFILL LLCTOTAL WASTE MANAGEMENT CORP.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, New England Waste Services of Massachusetts, Inc., the sole member of Templeton Landfill LLC, and the undersigned officers and directors of Templeton Landfill LLC,Total Waste Management Corp., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 namenames and on our behalf in our capacities as the sole member of Templeton Landfill LLCofficers and officers of Templeton Landfill LLCdirectors to enable Templeton Landfill LLCTotal Waste Management 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 attorney 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. Signature Title Date

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting OfficerOfficer)		June 23, 2011
October 15, 2008/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		June 23, 2011

NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

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†

Templeton Landfill LLC has no directors or managers.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		TRILOGY GLASS LLC
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, New England Waste Services of N.Y., Inc., the sole member of Trilogy Glass, LLC, and the undersigned officers of Trilogy Glass, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power to sign for us and in our names in the capacities indicated below to the Registration Statement on Form S-3 filed herewith and any and all pre-effective and post-effective amendments to the Registration Statement and generally to do all such things in our name and behalf in our capacities as the sole member of Trilogy Glass, LLC and officers of Trilogy Glass, LLC to enable Trilogy Glass, 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 attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Secretary (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		President		October 15, 2008

NEW ENGLAND WASTE SERVICES OF N.Y., INC.

By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer		Sole Member†		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		U.S. FIBER, LLC
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of U.S. Fiber, LLC, hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 U.S. Fiber, 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		June 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008
/s/ June 23, 2011DOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		WASTE-STREAM INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Waste-Stream Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th23rd day of October, 2008.June, 2011.

		WESTFIELD DISPOSAL SERVICE, INC.
		By:		/s/ PAUL J. MASSARO Paul J. Massaro Principal Financial and Accounting Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Westfield Disposal Service, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		President and Director (Principal Executive Officer)		October 15, 2008
/s/ PAUL J. MASSARO Paul J. Massaro		Principal Financial and Accounting Officer		October 15, 2008
/s/ JAMES W. BOHLIG James W. Bohlig		Vice President and Director		October 15, 2008

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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 15^th day of October, 2008.

		WINTERS BROTHERS, INC.
		By:		/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson Principal FinancialVice President and Accounting OfficerTreasurer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned officers and directors of Winters Brothers, Inc., hereby severally constitute and appoint John W. Casella our true and lawful attorney with full power 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 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 said attorney 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.

Signature		Title		Date
/s/ JOHN W. CASELLA John W. Casella		Vice President and Director (Principal Executive Officer)		October 15, 2008June 23, 2011
/s/ PAUL J. MASSAROEDWIN D. JOHNSON Paul J. MassaroEdwin D. Johnson		PrincipalVice President and Treasurer (Principal Financial and Accounting Officer		October 15, 2008
/s/ Officer)JAMES W. BOHLIG James W. Bohlig		President and DirectorJune 23, 2011
/s/ DOUGLAS R. CASELLA Douglas R. Casella		October 15, 2008
/s/ Vice President and DirectorDOUGLAS R. CASELLA Douglas R. Casella		Vice President and Director		October 15, 2008June 23, 2011

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EXHIBIT INDEX


Exhibit Number No.			Description
	1.21	*	Form of Underwriting Agreement
		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)3.1		Second Amended and Restated Certificate of Incorporation of Casella Waste Systems, Inc., as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant,quarterly report on Form 10-Q of Casella Waste Systems Inc. as amended.filed December 7, 2007 (file no. 000-23211))
	4.2(1)		Second
	3.2		Third Amended and Restated By-lawsBy-Laws of Casella Waste Systems, Inc., (incorporated herein by reference to Exhibit 3.1 to the Registrant,quarterly report on Form 10-Q of Casella Waste Systems Inc. as amended.filed February 27, 2009 (file no. 000-23211))
	4.3		Indenture, dated as of January 24, 2003, as supplemented, by and among the Registrant, the Guarantors named therein and U.S. Bank National Association.
	4.4(2)4.1		Form of junior subordinated indenture.Senior Indenture
	4.5(3)
	4.2		Form of stock certificate of the Registrant's Class A Common Stock, $.01 par value per share.Subordinated Indenture
	4.6		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.
	4.74.3	*	The formForm 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.Senior Note
	4.8		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.
	4.94.4	*	The formForm 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.Subordinated Note
	4.10		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.
	4.5	*	Form of Depositary Agreement
	4.6	*	Form of Warrant Agreement
	4.7	*	Form of Purchase Contract Agreement
	4.8	*	Form of Unit Agreement
	5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.LLP
	12.1
	12		Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends. Filed herewith.Dividends
	23.1		Consent of Vitale, CaturanoMcGladrey & Co. Ltd. Filed herewith.Pullen, LLP
	23.2		Consent of Caturano and Company, Inc.
	23.3		Consent of PricewaterhouseCoopers LLP. Filed herewith.LLP
	23.3
	23.4		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
	23.4		Consent of PricewaterhouseCoopers LLP on Financial Statements of US GreenFiber, LLC. Filed herewith.
	24.1		PowerPowers of Attorney (see page II-6 of this(included in the signature pages to the 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.

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(1)*

Filed as an exhibit to the Registrant's QuarterlyTo be filed by amendment or by a Current Report on Form 10-Q (File No. 000-23211) filed with the SEC on December 7, 2007 and incorporated herein by reference.8-K.



(2)**

Filed as an exhibitTo be filed pursuant to Registrant's Registration Statement on Form S-3 (File No. 333-121088) filed withSection 305(b)(2) of the SEC on December 8, 2004 and incorporated herein by reference.



(3)

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.Trust Indenture Act of 1939.

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Registrant Guarantors
Explanatory Note
TABLE OF CONTENTS
SUMMARY
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 AND POWER OF ATTORNEY
EXHIBIT INDEX