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EXHIBIT 99.1
LETTER OF TRANSMITTAL
CASELLA WASTE SYSTEMS, INC.
OFFER TO EXCHANGE 9.75% SENIOR SUBORDINATED NOTES DUE 2013
REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR
ALL OUTSTANDING 9.75% SENIOR SUBORDINATED NOTES DUE 2013
PURSUANT TO THE PROSPECTUS, DATED , 2003
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE
EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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To: U.S. Bank National Association, Exchange Agent
<Table>
BY HAND OR OVERNIGHT COURIER: BY FACSIMILE TRANSMISSION:
US Bank National Association US Bank National Association
Corporate Trust Services Corporate Trust Services
180 East Fifth Street Attn: Specialized Finance 4th Floor
St. Paul, Minnesota 55101 Facsimile: (651) 244-1537
Attn: Specialized Finance 4th Floor
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL BEFORE COMPLETING IT.
The undersigned acknowledges that he or she has received the prospectus,
dated , 2003 (the "Prospectus"), of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and this letter of transmittal (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange an aggregate principal amount of up to
$150,000,000 of its 9.75% Senior Subordinated Notes due 2013 (the "New Notes")
registered under the Securities Act of 1933, as amended, for a like principal
amount of the Company's issued and outstanding unregistered 9.75% Senior
Subordinated Notes due 2013 (the "Old Notes"). Capitalized terms used but not
defined herein shall have the same meanings given them in the Prospectus. The
Exchange Offer is subject to all of the terms and conditions set forth in the
Prospectus, including without limitation, the right of the Company to waive,
subject to applicable laws, conditions. In the event of any conflict between the
Letter of Transmittal and the Prospectus, the Prospectus shall govern.
The terms of the New Notes are substantially identical (including principal
amount, interest rate and maturity) to the terms of the Old Notes for which they
may be exchanged pursuant to the Exchange Offer, except that the New Notes are
registered under the Securities Act and do not contain provisions for certain
specified liquidated damages in connection with the failure to comply with the
registration covenant. For each Old Note accepted for exchange, the holder of
such Old Note will receive a New Note having a principal amount equal to that of
the surrendered Old Note. The New Notes will bear interest from the last
interest payment date of the Old Notes to occur prior to the issue date of the
New Notes or, if no interest has been paid, from the date of the indenture.
Interest on the New Notes will accrue at the rate of 9.75% per annum and will be
payable semi-annually in arrears on each February 1 and August 1, commencing on
August 1, 2003. The New Notes will mature on February 1, 2013.
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The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the holders of the Old Notes of any extension as promptly
as practicable by oral or written notice thereof.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE
INSTRUCTION 11.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
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List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers and principal
amount of Old Notes on a separate signed schedule and affix the schedule to this
Letter of Transmittal.
<Table>
<Caption>
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DESCRIPTION OF OLD NOTES
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AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(S) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT OF AMOUNT
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR ON CERTIFICATES) NUMBER(S)* OLD NOTES TENDERED**
- ---------------------------------------------------------------------------------------------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
TOTAL
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</Table>
* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, ALL of the Old Notes represented
by the certificates will be deemed to have been tendered. See
Instruction 2. Old Notes tendered must be in denominations of principal
amount of $1,000 and any integral multiple thereof. See Instruction 1.
- --------------------------------------------------------------------------------
<Table>
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
</Table>
Name of Tendering Institution: _____________________________________________
DTC Book-Entry Account: ____________________________________________________
Transaction Code Number: ___________________________________________________
<Table>
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT
TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
</Table>
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
If Delivered by Book-Entry Transfer, Complete the Following: _______________
DTC Book-Entry Account: _________________________________________________
Transaction Code Number: ________________________________________________
<Table>
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
</Table>
Name: ______________________________________________________________________
Address: ___________________________________________________________________
3
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the Company. The
undersigned further represents that (i) it will acquire the New Notes in the
ordinary course of its business, (ii) it has no arrangements or understandings
with any person to participate in a distribution of the New Notes within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
(iii) it is not an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act.
The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in no-action letters issued to third parties, that the New Notes issued in
exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that: (i) such
New Notes are acquired in the ordinary course of such holder's business;
(ii) such holders are not engaged in, and do not intend to engage in, a
distribution of the New Notes and have no arrangement or understanding with any
person to participate in the distribution of the New Notes; and (iii) such
holders are not affiliates of the Company within the meaning of Rule 405 under
the Securities Act. However, the staff of the Commission has not considered the
Exchange Offer in the context of a request for a no-action letter, and there can
be no assurance that the staff of the Commission would make a similar
determination with respect to the Exchange Offer as in other circumstances.
Any broker-dealer and any holder who has an arrangement or understanding
with any person to participate in the distribution of New Notes may not rely on
the applicable interpretations of the staff of the Commission. Consequently,
these holders must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction. If the undersigned is a broker-dealer, it acknowledges that the
staff of the Commission considers broker-dealers that acquired Old Notes
directly from the Company, but not as a result of market-making activities or
other trading activities, to be making a distribution of the New Notes.
If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes acquired by such broker-dealer as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, personal representatives, executors, administrators, trustees in
bankruptcy and other legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or
4
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incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the New Notes in the name of the undersigned
or, in the case of a book-entry delivery of Old Notes, please credit the
book-entry account indicated above maintained at DTC. Similarly, unless
otherwise indicated under the box entitled "Special Delivery Instructions"
below, please send the New Notes (and, if applicable, substitute certificates
representing Old Notes for any Old Notes not exchanged) to the undersigned at
the address shown above in the box entitled "Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
5
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not tendered and/or New
Notes are TO BE ISSUED in the name of and sent to someone other than the
person(s) whose signature(s) appear(s) on this Letter of Transmittal above, or
if Old Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at DTC other than
the account indicated above.
Issue: New Notes and/or Old Notes to:
<Table>
Name(s): ----------------------------------
(PLEASE TYPE OR PRINT)
- ---------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
----------------------------------
- ---------------------------------------------
(INCLUDING ZIP CODE)
</Table>
(Complete accompanying
Substitute Form W-9)
<Table>
/ / Credit unexchanged Old Notes delivered
by book-entry transfer to the DTC
account set forth below.
- --------------------------------------------
(DTC Account Number, if applicable)
</Table>
- -------------------------------------------
- -------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not tendered and/or New
Notes are TO BE SENT to someone other than the person(s) whose signature(s)
appear(s) on this Letter of Transmittal above or to such person(s) at an address
other than shown in the box entitled "Description of Old Notes" on this Letter
of Transmittal above.
Mail: New Notes and/or Old Notes to:
<Table>
Name(s): ----------------------------------
(PLEASE TYPE OR PRINT)
- ---------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
----------------------------------
- ---------------------------------------------
(INCLUDING ZIP CODE)
</Table>
- -------------------------------------------
IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A FACSIMILE HEREOF, OR AN AGENT'S
MESSAGE (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
6
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
<Table>
Dated: , 2003
---------------------------------------------------------------------------
x: , 2003
--------------------------------------- -----------------------------------
x: , 2003
--------------------------------------- -----------------------------------
(SIGNATURE(S) OF OWNER(S)) (DATE)
</Table>
<Table>
Area Code and Telephone Number: -------------------------------------------------------
</Table>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
If a holder is tendering any Old Notes, this Letter of Transmittal must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If any
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 4.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Table>
Name(s): ------------------------------------------------------------
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(PLEASE TYPE OR PRINT)
Capacity:
------------------------------------------------------------
- -----------------------------------------------------------------------
Address:
------------------------------------------------------------
- -----------------------------------------------------------------------
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(if Required by Instruction 3)
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- -----------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA
CODE) OF FIRM)
- -----------------------------------------------------------------------
(AUTHORIZED SIGNATURES)
- -----------------------------------------------------------------------
(PRINTED NAME)
- -----------------------------------------------------------------------
(TITLE)
</Table>
<Table>
Dated: ------------------------------------------------------------ , 2003
</Table>
- --------------------------------------------------------------------------------
7
<Page>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
REGISTERED 9.75% SENIOR SUBORDINATED NOTES DUE 2013 FOR
OUTSTANDING 9.75% SENIOR SUBORDINATED NOTES DUE 2013
OF CASELLA WASTE SYSTEMS, INC.
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. A holder of Old Notes may tender the same by (i) properly
completing and signing this Letter of Transmittal or a facsimile thereof (all
references in the Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) and delivering the same, together with the
certificate or certificates, if applicable, representing the Old Notes being
tendered and any required signature guarantees and any other documents required
by this Letter of Transmittal, to the Exchange Agent at its address set forth
above on or prior to the Expiration Date, or (ii) complying with the procedure
for book-entry transfer described below, or (iii) complying with the guaranteed
delivery procedures described below. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
The Exchange Agent will make a request to establish an account with respect
to the Old Notes at The Depositary Trust Company, or DTC, for purposes of the
Exchange Offer promptly after the date of the Prospectus. Any financial
institution that is a participant in DTC's system, including Euroclear and
Clearstream, may make book-entry delivery of Old Notes by causing DTC to
transfer such Old Notes into the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program procedures for such transfer. However,
although delivery of Old Notes may be effected through book-entry transfer at
DTC, an Agent's Message (as defined in the next paragraph) in connection with a
book-entry transfer and any other required documents, must, in any case, be
transmitted to and received by the Exchange Agent at the address specified on
the cover page of this Letter of Transmittal on or prior to the Expiration Date
or the guaranteed delivery procedures described below must be compiled with.
A Holder may tender Old Notes that are held through DTC by transmitting its
acceptance through DTC's Automatic Tender Offer Program ("ATOP"), for which the
transaction will be eligible, and DTC will then edit and verify the acceptance
and send an Agent's Message to the Exchange Agent for its acceptance. The term
"Agent's Message" means a message transmitted by DTC to, and received by, the
Exchange Agent and forming part of the book-entry confirmation, which states
that DTC has received an express acknowledgment from the participant tendering
the Old Notes that such participant has received the Letter of Transmittal and
agrees to be bound by the terms of the Letter of Transmittal, and that the
Company may enforce such agreement against such participant. Delivery of an
Agent's Message will also constitute an acknowledgment from the tendering DTC
participant that the representations and warranties set forth in this Letter of
Transmittal are true and correct.
DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE
EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE
PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT
THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.
Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution (as defined in
Instruction 4 below),
8
<Page>
(ii) prior to the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by facsimile
transmission, mail or hand delivery or a properly transmitted Agent's Message in
lieu of Notice of Guaranteed Delivery), setting forth the name and address of
the holder of Old Notes, the certificate number or numbers of such Old Notes and
the principal amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that within three New York Stock Exchange trading
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with the Old Notes tendered or a book-entry confirmation and
any other documents required by this Letter of Transmittal will be deposited by
the Eligible Institution with the Exchange Agent, and
(iii) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the Old Notes tendered or a book-entry
confirmation and all other documents required by this Letter of Transmittal, are
received by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL
OTHER REQUIRED DOCUMENTS, OR BOOK-ENTRY TRANSFER AND TRANSMISSION OF AN AGENT'S
MESSAGE BY A DTC PARTICIPANT, ARE AT THE ELECTION AND RISK OF THE TENDERING
HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION
DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY OR
DTC. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES OR NOMINEES TO EFFECT THE TENDERS FOR SUCH HOLDERS. SEE "THE
EXCHANGE OFFER" SECTION OF THE PROSPECTUS.
2. PARTIAL TENDERS; WITHDRAWALS. If less than all of the Old Notes
evidenced by a submitted certificate are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount of Old Notes tendered in the box
entitled "Description of Old Notes--Principal Amount Tendered." A newly issued
certificate for the Old Notes submitted but not tendered will be sent to such
holder as soon as practicable after the Expiration Date. All Old Notes delivered
to the Exchange Agent will be deemed to have been tendered unless otherwise
clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.
For a withdrawal to be effective:
- the Exchange Agent must receive a written notice, which may be by
telegram, telex, facsimile transmission or letter, of withdrawal at the
address set forth above, or
- for DTC participants, holders must comply with DTC's standard operating
procedures for electronic tenders and the Exchange Agent must receive an
electronic notice of withdrawal from DTC.
Any notice of withdrawal must:
- specify the name of the person who deposited the Old Notes to be
withdrawn,
- identify the Old Notes to be withdrawn, including the certificate number
or numbers and principal amount of the Old Notes to be withdrawn,
- be signed by the person who tendered the Old Notes in the same manner as
the original signature on the Letter of Transmittal, including any
required signature guarantees, and
9
<Page>
- specify the name in which any Old Notes are to be re-registered, if
different from that of the withdrawing holder.
The Exchange Agent will return the properly withdrawn Old Notes without cost
to the holder as soon as practicable following receipt of the notice of
withdrawal. If Old Notes have been tendered pursuant to the procedure for
book-entry transfer, any notice of withdrawal must specify the name and number
of the account at the book-entry transfer facility to be credited with the
withdrawn Old Notes or otherwise comply with the book-entry transfer facility's
procedures. All questions as to the validity, form and eligibility, including
time of receipt, of any notice of withdrawal will be determined by the Company,
in its sole discretion, and such determination will be final and binding on all
parties.
3. TENDER BY HOLDER. Except in limited circumstances, only a DTC
participant listed on a DTC securities position listing may tender Old Notes in
the Exchange Offer. Any beneficial owner of Old Notes who is not the registered
holder and is not a DTC participant and who wishes to tender should arrange with
such registered holder to execute and deliver this Letter of Transmittal on such
beneficial owner's behalf or must, prior to completing and executing this Letter
of Transmittal and delivering his, her or its Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such beneficial owner's
name or obtain a properly completed bond power from the registered holder or
properly endorsed certificates representing such.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder of the Old Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
without alteration, enlargement or any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder
(including any participant in DTC, whose name appears on a security position
listing as the owner of the Old Notes) of the Old Notes specified herein and
tendered hereby, no endorsements of certificates or separate bond powers are
required. If, however, the New Notes are to be issued to a person other than the
registered holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution (as defined below).
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any Old Notes specified therein, such
certificate(s) must be endorsed by such registered holder(s) or accompanied by
separate written instruments of transfer or endorsed in blank by such registered
holder(s) exchange in form satisfactory to the Company and duly executed by the
registered holder, in either case signed exactly as such registered holder(s)
name or names appear(s) on the Old Notes.
If this Letter of Transmittal or any certificates of Old Notes or separate
written instruments of transfer or exchange are signed or endorsed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
Signature on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution unless the Old Notes
tendered pursuant thereto are tendered (i) by a registered holder (including any
participant in DTC, whose name appears on a security position listing as the
owner of the Old Notes) who has not completed the box entitled "Special Payment
10
<Page>
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
or (ii) for the account of an Eligible Institution. In the event that signatures
on this Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantee must be by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (each of the foregoing an "Eligible Institution").
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders of Old
Notes should indicate in the applicable box the name and address to which New
Notes issued pursuant to the Exchange Offer are to be issued or sent, if
different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at DTC as such
holder may designate hereon. If no such instructions are given, such Old Notes
not exchanged will be returned to the name or address of the person signing this
Letter of Transmittal.
6. TAX IDENTIFICATION NUMBER. Federal income tax law generally requires
that a tendering holder whose Old Notes are accepted for exchange must provide
the Company (as payor) with such holder's correct Taxpayer Identification Number
("TIN") on the Substitute Form W-9 below or otherwise establish a basis for
exemption from backup withholding. If such holder is an individual, the TIN is
his or her social security number. If the Company is not provided with the TIN
or an adequate basis for an exemption, such tendering holder may be subject to a
penalty of at least $50 imposed by the Internal Revenue Service. In addition,
the holder of New Notes may be subject to backup withholding on all reportable
payments made after the exchange. The backup withholding rate currently is 28%.
Certain holders are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
Under the federal income tax laws, payments that may be made by the Company
on account of New Notes issued pursuant to the Exchange Offer may be subject to
backup withholding (currently at a 28% rate). To prevent backup withholding,
each tendering holder of Old Notes must provide its correct TIN by completing
the "Substitute Form W-9" set forth below, certifying that the holder is a U.S.
person (including a U.S. resident alien), that the TIN provided is correct (or
that such holder is awaiting a TIN) and that (i) the holder is exempt from
backup withholding, (ii) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result of
a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the tendering holder of Old Notes is a nonresident alien or
foreign entity not subject to backup withholding, such holder must give the
Company a completed Form W-8BEN, Certificate of Foreign Status. These forms may
be obtained from the Exchange Agent. If the Old Notes are in more than one name
or are not in the name of the actual owner, such holder should consult the W-9
Guidelines for information on which TIN to report. If such holder does not have
a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9, write
"applied for" in lieu of its TIN and complete the Certificate of Awaiting
Taxpayer Identification Number. Note: checking this box or writing "applied for"
on the form means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If a holder checks the box
in Part 2 of the Substitute Form W-9 or writes "applied for" on that form,
backup withholding at the applicable rate will nevertheless apply to all
reportable payments made to such holder. If such a holder furnishes its TIN to
the Company within 60 days, however, any amounts so withheld shall be refunded
to such holder. If, however, the holder has not provided the Company with its
TIN within such 60-day period, the Company will remit such previously retained
amounts to the IRS as backup withholding.
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<Page>
Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
7. TRANSFER TAXES. Holders who tender their Old Notes for exchange will
not be obligated to pay any transfer taxes in connection therewith. If, however,
New Notes are to be delivered to, or are to be issued in the name of, any person
other than the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes in connection with the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter of
Transmittal.
8. WAIVER OF CONDITIONS. The Company reserves the right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
9. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
10. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, should be directed to the Exchange
Agent, at the address indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 6)
<Table>
- --------------------------------------------------------------------------------------------------------
PAYOR'S NAME: CASELLA WASTE SYSTEMS, INC.
- --------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND TIN:
DEPARTMENT OF THE DATING BELOW. For individuals, this is ------------------------------
TREASURY INTERNAL your Social Security Number (SSN). For Social Security Number
REVENUE SERVICE sole proprietors or if your account is in OR
more than one name, see the Instructions
PAYOR'S REQUEST FOR in the enclosed Guidelines. For other ------------------------------
TAXPAYER entities, it is your Employer Employer Identification Number
IDENTIFICATION Identification Number (EIN). If you do
NUMBER ("TIN") AND not have a number, see how to get a TIN
CERTIFICATION in the enclosed Guidelines.
------------------------------------------------------------------------------
PART 2--TIN Applied For / /
------------------------------------------------------------------------------
</Table>
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I
am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
<Table>
Signature -------------------------------------------------------- Date ------------------
</Table>
You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax returns and you have not been notified by
the IRS that you are no longer subject to backup withholding.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING MAY APPLY TO ANY
PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------
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<Page>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number by the time of
payment, a percentage (currently 28%) of all reportable cash payments made to me
thereafter will be withheld until I provide a number and such retained amounts
will be remitted to the Internal Revenue Service as backup withholding.
<Table>
Signature: ------------------------------------------------------- Date: ------------------
</Table>
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