Southbridge Recycling & Disposal Park S-3 Shelf registration

Exhibit 4.5

CASELLA WASTE SYSTEMS, INC.

as Issuer,

the GUARANTORS named herein, as Guarantors

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 23, 2013

7 ³⁄₄ % Senior Subordinated Notes due 2019

This SUPPLEMENTAL INDENTURE, dated as of December 23, 2013 is among Casella Waste Systems, Inc., a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and U.S. Bank National Association, as Trustee.

RECITALS

WHEREAS, the Company, the initial Guarantors and the Trustee entered into an Indenture, dated as of February 7, 2011 (as amended, the “Indenture”), pursuant to which the Company has issued $328,035,000 in principal amount of 7 3/4 % Senior Subordinated Notes due 2019 (the “Notes”); and

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may supplement the Indenture in order to comply with Section 4.16 thereof, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee.

ARTICLE 2

From this date, in accordance with Sections 4.16 and 9.01 of the Indenture, and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 11 thereof.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture, the Subsidiary Guarantee and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

COMPANY:
CASELLA WASTE SYSTEMS, INC.
By:	/s/ John W. Casella
	Name: John W. Casella
	Title: Chairman and Chief Executive Officer
GUARANTORS:
CASELLA WASTE MANAGEMENT, INC.
By:	/s/ John W. Casella
	Name: John W. Casella
	Title: Vice President

ALL CYCLE WASTE, INC.

ATLANTIC COAST FIBERS, INC.

B. AND C. SANITATION CORPORATION

BLOW BROS.

BRISTOL WASTE MANAGEMENT, INC.

C.V. LANDFILL, INC.

CASELLA MAJOR ACCOUNT SERVICES, LLC

CASELLA RECYCLING, LLC

CASELLA RENEWABLE SYSTEMS, LLC

CASELLA TRANSPORTATION, INC.

CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.

CASELLA WASTE MANAGEMENT OF N.Y., INC.

CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.

CASELLA WASTE SERVICES OF ONTARIO LLC

CHEMUNG LANDFILL LLC

COLEBROOK LANDFILL LLC

CWM ALL WASTE LLC

FOREST ACQUISITIONS, INC.

By:	/s/ John W. Casella
	Name: John W. Casella
	Title: President and Secretary

Signature Page to Supplemental Indenture

GRASSLANDS INC.

GROUNDCO LLC

HAKES C&D DISPOSAL, INC.

HARDWICK LANDFILL, INC.

HIRAM HOLLOW REGENERATION CORP.

KTI BIO FUELS, INC.

KTI ENVIRONMENTAL GROUP, INC.

KTI NEW JERSEY FIBERS, INC.

KTI OPERATIONS, INC.

KTI SPECIALTY WASTE SERVICES, INC.

KTI, INC.

MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP

NEW ENGLAND WASTE SERVICES OF ME, INC.

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

NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

NEW ENGLAND WASTE SERVICES, INC.

NEWBURY WASTE MANAGEMENT, INC.

NEWSME LANDFILL OPERATIONS LLC

NEWS OF WORCESTER LLC

NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.

NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

OXFORD TRANSFER STATION, LLC

PINE TREE WASTE, INC.

SCHULTZ LANDFILL, INC.

SOUTHBRIDGE RECYCLING & DISPOSAL PARK, INC.

SUNDERLAND WASTE MANAGEMENT, INC.

THE HYLAND FACILITY ASSOCIATES

U.S. FIBER, LLC

WASTE-STREAM INC.

WINTERS BROTHERS, INC.

By:	/s/ John W. Casella
	Name: John W. Casella
	Title: President and Secretary

Signature Page to Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Arthur L. Blakeslee
Name:	Arthur L. Blakeslee
Title:	Vice President

Signature Page to Supplemental Indenture