<Page>
Exhibit 3.62
STATE OF NEW JERSEY
DEPARTMENT OF TREASURY
FILING CERTIFICATION (CERTIFIED COPY)
KTI ENVIRONMENTAL GROUP, INC.
I, THE TREASURER OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY, THAT THE
ABOVE NAMED BUSINESS DID FILE AND RECORD IN THIS DEPARTMENT THE BELOW LISTED
DOCUMENT(S) AND THAT THE FOREGOING IS A TRUE COPY OF THE
CERTIFICATE OF INCORPORATION AND AMENDMENTS, MERGER NAME CHANGE
AS THE SAME IS TAKEN FROM AND COMPARED WITH THE ORIGINAL(S) FILED IN THIS OFFICE
ON THE DATE SET FORTH ON EACH INSTRUMENT AND NOW REMAINING ON FILE AND OF RECORD
IN MY OFFICE.
IN TESTIMONY WHEREOF, I HAVE
HEREUNTO SET MY HAND AND
AFFIXED MY OFFICIAL SEAL
AT TRENTON, THIS
14TH DAY OF JUNE, 2002
/s/ John E. McCormac
JOHN E. McCORMAC, CPA
STATE TREASURER
[SEAL]
<Page>
CERTIFICATE OF INCORPORATION
OF
Kuhr Technologies, Inc.
THIS IS TO CERTIFY THAT there is hereby organized a corporation under and by
virtue of N. J. S. 14A:1-1 et seq., the "New Jersey Business Corporation Act."
FIRST: The name of the corporation is
Kuhr Technologies, Inc.
SECOND: The address of the corporation's initial registered office is
1 Essex Street, P. O. Box 366, Hackensack, New Jersey 07602. The name of the
registered agent at such address is Myron D. Milch, Esq.
THIRD: The purpose for which this corporation is organized is to engage
in any activity within the purposes for which corporations may be organized
under the "New Jersey Business Corporation Act." N. J. S. 14A:1-1 et seq.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 2,500 shares without par value.
FIFTH: The number of directors constituting the initial Board of
Directors of this corporation is one (1).
The name and address of each person who is to serve as such Director is:
Gerald L. Kuhr, 116 Dock Pond Road, Glen Cove, New York, 11542
<Page>
SIXTH: The name and address of the incorporator is Capitol Information
Service, Inc., 156 West State Street, Trenton, N.J. 08608.
In Witness Whereof, each individual incorporator, being over eighteen years
of age has signed this certificate; or if the incorporator be a corporation has
caused this certificate to be signed by its duly authorized officers this 8th
day of November 1982.
/s/ Deborah A. Jenkins
----------------------------------
Deborah A. Jenkins, Executive Vice President
Capitol Information Service, Inc.
156 West State Street
Trenton, N.J. 08608
FILED FOR: Myron D. Milch, Esq.
1 Essex Street
P. O. Box 366
Hackensack, New Jersey 07602
<Page>
0100180892
FILED
NOV 9, 1982
JANE BURGIO
Secretary of State
<Page>
FILED
MAR 7, 1983
JANE BURGIO
Secretary of State
CERTIFICATE OF MERGER OF KUHR TECHNOLOGIES,
LTD., A NEW YORK CORPORATION INTO KUHR
TECHNOLOGIES, INC., A NEW JERSEY CORPORATION
PURSUANT TO N.J.S.A. 14A:10-4
The undersigned, Charles J. Stern and Gerald L. Kuhr, being,
respectively, the President and Secretary of Kuhr Technologies, Ltd., a domestic
corporation duly organized and existing under and by virtue of the laws of the
State of New York, and Gerald L. Kuhr, being the President and Secretary of Kuhr
Technologies, Inc., a foreign corporation duly organized and existing under and
by virtue of the laws of the State of New Jersey, do hereby certify and set
forth the following:
1. The Plan of Merger is as follows:
(a) The corporation that is merging is Kuhr Technologies,
Ltd., a New York corporation. The corporation into which Kuhr Technologies, Ltd.
is to be merged is Kuhr Technologies, Inc., a New Jersey corporation, which
shall be called the surviving corporation.
(b) Kuhr Technologies, Ltd., the merging corporation, is
authorized to issue 200 shares of [ILLEGIBLE] par value, of which 120 shares
have been issued. [ILLEGIBLE] class of stock is authorized. Kuhr Technologies,
[ILLEGIBLE] surviving corporation, is authorized to issue 2500 [ILLEGIBLE] no
par value common stock, of which 300 shares have [ILLEGIBLE] before this merger.
No other class of stock is authorized.
(c) The terms of the merger are as follows: each share of
common stock in Kuhr Technologies, Ltd., shall be converted into an equal number
of shares of common stock of Kuhr
<Page>
Technologies, Inc.
(d) There are no amendments or changes in the Certificate of
Incorporation of Kuhr Technologies, Inc., the surviving corporation, to be
effected by this merger.
2. With respect to Kuhr Technologies, Ltd., the merging
corporation, the number of shares entitled to vote thereon is 120 shares of
common stock with no par value. None of the shares are entitled to vote
thereon as a class. With respect to Kuhr Technologies, Inc., the surviving
corporation, the number of shares entitled to vote thereon is 300 shares of
common stock with no par value. None of the shares are entitled to vote
thereon as a class.
3. With respect to Kuhr Technologies, Ltd., the merging
corporation, 100 shares of common stock voted in favor of the Plan, and
there were no shares that voted against the Plan. With respect to Kuhr
Technologies, Inc., the surviving corporation, there were 300 shares of
common stock that voted for the Plan, and there were no shares that voted
against the Plan. No shares of either Kuhr Technologies, Ltd., the merging
corporation, or Kuhr Technologies, Inc., the surviving corporation, are
entitled to vote as a class.
4. The merger is to become effective on the date that the
Certificate of Merger is filed with the Secretary of State.
IN WITNESS WHEREOF, the undersigned have executed and sealed this
Certificate this 16 day of December, 1982.
Attest: KUHR TECHNOLOGIES, LTD.
/s/ Gerald L. Kuhr By: /s/ Charles J. Stern
- ------------------------------------- ---------------------------
GERALD L. KUHR CHARLES J. STERN, PRESIDENT
SECRETARY
-2-
<Page>
Attest: KUHR TECHNOLOGIES, INC.
/s/ Gerald L. Kuhr By: /s/ Gerald L. Kuhr
- ---------------------- ---------------------------
GERALD L. KUHR, GERALD L. KUHR, PRESIDENT
SECRETARY
STATE OF NEW JERSEY )
SS:
COUNTY OF BERGEN )
BE IT REMEMBERED, that on DECEMBER 16 1982, before me, the subscriber,
MYRON D. MILCH, ESQUIRE personally appeared Gerald L. Kuhr who, being by me duly
sworn on his oath, deposes and makes proof to my satisfaction, that he is the
Secretary of Kuhr Technologies, Ltd., the Corporation named in the within
Instrument,; that Charles J. Stern is the President of said Corporation; that
the execution, as well as the making of this Instrument, has been duly
authorized by a proper resolution of the Board of Directors of the said
Corporation; that deponent well knows the corporate seal of said Corporation;
and that the seal affixed to said Instrument is the proper corporate seal and
was thereto affixed and said Instrument signed and delivered by said President
as and for the voluntary act and deed of said Corporation, in presence of
deponent, who thereupon subscribed his name thereto as attesting witness.
Sworn to and subscribed before
me, the data aforesaid.
/s/ Myron D. Milch
- ---------------------- ---------------------------
-3-
<Page>
PLAN OF MERGER
Pursuant to Section 902 of the New York State Business Corporation
Law and pursuant to N.J.S.A. 14A:10-1, the Board of Directors of Kuhr
Technologies, Ltd., a New York corporation, hereby adopts the following Plan of
Merger of Kuhr Technologies, Ltd. into Kuhr Technologies, Inc., a New Jersey
corporation:
1. The corporation that is merging is Kuhr Technologies, Ltd., a
New York corporation. The corporation into which Kuhr Technologies, Ltd. is to
be merged is Kuhr Technologies, Inc., a New Jersey corporation, which shall be
called the surviving corporation.
2. Kuhr Technologies, Ltd., the merging corporation, is authorized
to issue 200 shares of stock without par value, of which 120 shares have been
issued. No other class of stock is authorized. Kuhr Technologies, Inc., the
surviving corporation, is authorized to issue 2500 shares of no par value common
stock, of which 300 shares have been issued before this merger. No other class
of stock is authorized.
3. The terms of the merger are as follows: each share of common
stock in Kuhr Technologies, Ltd., shall be converted into an equal number of
shares of common stock of Kuhr Technologies, Inc.
4. There are no amendments or changes in the Certificate of
Incorporation of Kuhr Technologies, Inc., the surviving corporation, to be
effected by this merger.
<Page>
FILED
NOV 28, 1983
JANE BURGIO
Secretary of State
AMENDMENT TO CERTIFICATE OF
INCORPORATION OF KUHR TECHNOLOGIES, INC.
The undersigned, in conformance with the New Jersey Business
Corporation Act, does hereby adopt the following amendments to the Certificate
of Incorporation:
1. The name of the Corporation is Kuhr Technologies, Inc.
2. The following amendments to the Certificate of Incorporation
have been adopted by the Shareholders on November 17, 1983:
(a) Paragraph Fourth is amended in its entirety to read as follows:
The corporation shall have the authority to issue shares as
follows:
(a) Five million common shares without par value;
(b) Three hundred Class A preferred shares with par value
of $.01, convertible by the holder thereof under
certain conditions to common shares at a ratio of one
thousand common shares for each Class A preferred
share, subject to redemption at par value by the
Corporation if the conversion option is not exercised.
The Class A preferred shares shall be non-voting and
shall be entitled to no dividend; and
(c) Three hundred shares of Class B preferred shares with
par value of $.01, convertible by the holder thereof
under conditions to common shares at a ratio of one
thousand common shares for each Class B
<Page>
preferred share, subject to redemption at par value by
the Corporation if the conversion option is not
exercised. The Class B preferred shares shall be
non-voting and shall be entitled to no dividend.
(d) The Class A and Class B preferred shares shall have
liquidation preference over common shares to the extent
of $.01 per share.
(b) Paragraph Second is amended in its entirety to read as follows:
The name and address of the registered agent of the
Corporation is
Matthew Burns, Esq.
40 Journal Square
Jersey City, New Jersey 07306
3. The number of shares entitled to vote on the Amendment is
1,500.
4. All issued and outstanding shares voted in favor of the
Amendment.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of November, 1983.
KUHR TECHNOLOGIES, INC.
ATTEST: By: /s/ Nicholas Menonna, Jr.
---------------------------
/s/ Gerald L. Kuhr NICHOLAS MENONNA, JR.,
- ------------------------------------- Vice President
GERALD L. KUHR, Secretary
<Page>
ACKNOWLEDGEMENT
STATE OF NEW JERSEY)
ss:
COUNTY OF BERGEN )
BE IT REMEMBERED, that on November 17, 1983, before me, the
subscriber, a Notary-Public of New Jersey personally appeared GERALD L. KUHR
who, being by me duly sworn on his oath, deposes and makes proof to my
satisfaction that he is the Secretary of Kuhr Technologies, Inc., the
Corporation named in this Instrument; that NICHOLAS MENONNA, JR. is the Vice
President of the Corporation; that the execution, as well as the making of this
Instrument has been duly authorized by proper resolutions of the Board of
Directors and Shareholders of the Corporation; and that the seal affixed to this
Instrument is the proper corporate seal and was hereto affixed and the
Instrument signed and delivered by the Vice President as and for the voluntary
act and deed of the Corporation, in the presence of the Secretary, who thereupon
subscribe his name thereto as attesting witness.
/s/ Barbara Furnari
---------------------------
BARBARA FURNARI
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Oct. 8, 1985
<Page>
FILED
FEB 28 1984
JANE BURGIO
Secretary of State
CERTIFICATE OF DIVISION
OF COMMON SHARES OF
KUHR TECHNOLOGIES, INC.
The undersigned, in conformance with the New Jersey Business
Corporation Act, does hereby adopt this Certificate of Division of Common
Shares.
1. The name of the Corporation is Kuhr Technologies, Inc.
2. The Board of Directors of the Corporation approved the division
of common shares of the Corporation on February 28, 1984.
3. The division of common shares of the Corporation will not
adversely affect the rights or preferences of the holders of outstanding shares
of any class or series, and will not increase the number of authorized but
unissued shares.
4. The Corporation has 1,500 outstanding shares of common stock.
Under the terms of the division, this common stock will be increased to
1,000,000 shares, or a division of 666.667 shares of each outstanding share of
common stock.
5. No amendment is currently being made to the Certificate of
Incorporation.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27 day of February, 1984.
KUHR TECHNOLOGIES, INC.
ATTEST: /s/ Nicholas Menonna Jr. By: /s/ Gerald L. Kuhr
----------------------------- ---------------------------
Nicholas Menonna, Jr. Gerald L. Kuhr
Secretary President
0100180892
<Page>
FILED
MAR 13 1984
JANE BURGIO
Secretary of State
AMENDMENT TO CERTIFICATE OF
INCORPORATION OF KUHR TECH-
NOLOGIES, INC.
The undersigned, in conformance with the New Jersey Business
Corporation Act, does hereby adopt the following amendment to the Certificate of
Incorporation:
1. The name of the Corporation is Kuhr Technologies, Inc.
2. The following amendment to the Certificate of Incorporation has
been adopted by the Shareholders on March , 1984:
(a) Paragraph Fourth is amended in its entirety to read as follows:
The corporation shall have the authority to issue five million
common shares without par value:
3. The number of shares entitled to vote on the Amendment is
1,000,000.52.
4. All issued and outstanding shares voted in favor of the
Amendment.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
9th day of March, 1984.
0100180892
KUHR TECHNOLOGIES, INC.
By: /s/ Gerald L. Kuhr
---------------------------
ATTEST: Gerald L. Kuhr, President
/s/ Nicholas Menonna Jr.
- -----------------------------
Nicholas Menonna, Jr., Secretary
<Page>
FILED
MAR 13 1984
JANE BURGIO
Secretary of State
ACKNOWLEDGEMENT
STATE OF NEW JERSEY)
ss:
COUNTY OF BERGEN )
BE IT REMEMBERED, that on March 9, 1984, before me, the subscriber,
a Notary-Public of New Jersey, personally appeared Nicholas Menonna, Jr. who,
being by me duly sworn on his oath, deposes and makes proof to my satisfaction
that he is the Secretary of Kuhr Technologies, Inc., the Corporation named in
this Instrument; that Gerald L. Kuhr is the President of the Corporation; that
the execution, as well as the making of this Instrument has been duly authorized
by proper resolutions of the Board of Directors and Shareholders of the
Corporation; and that the seal affixed to this Instrument is the proper
corporate seal and was hereto affixed and the Instrument signed and delivered by
the President as and for the voluntary act and deed of the Corporation, in the
presence of the Secretary, who thereupon subscribe his name thereto as attesting
witness.
/s/ Nicholas Menonna, Jr.
----------------------------------
BARBARA FURNARI
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Oct. 8, 1985
<Page>
AMC
FILED
DEC 22 1997
LONNA R. HOOKS
Secretary of State
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
Kuhr Technologies, Inc.
Pursuant to the provisions of Sections 14A:17-15.1 (3), 14A:9-2 (2) and
14:9-4 (2), Corporations, General, of the New Jersey Statutes, the undersigned
corporation executes the following Certificate of Amendment to its Certificate
of Incorporation:
1. The name of the corporation is Kuhr Technologies, Inc. (the
"Corporation").
2. The following amendment to the Certificate of Incorporation, as
amended, of the Corporation combining the issued shares of the
Corporation was adopted by the Board of Directors of the Corporation
on April 30, 1997 and thereafter duly adopted by the Shareholders of
the Corporation on June 10, 1997
Resolved that Paragraph Fourth (a) of the Certificate of
Incorporation be amended to read in its entirety as follows:
"(a) 333 common shares without par value;"
3. The number of shares entitled to vote upon the amendment was
1,094,580.
4. The number of shares voting for, against and abstaining from voting
for such amendment are as follows:
<Table>
Number of Shares Voting For Amendment: 907,025
Number of Shares Voting Against Amendment: -0-
Number of Shares Abstaining From Voting: 187,555
</Table>
5. The class of the Corporation's stock subject to the combination is
its common shares, no par value. The shares are to be combined on a
one share for each fifteen thousand share basis. No fractional
shares will be issued as a result of the combination. Shareholders
will receive cash in the amount of five cents per old share in lieu
of fractional shares to which they would otherwise be entitled.
6. The amendment to the Certificate of Amendment, as previously
amended, shall become effective at the close of business on the date
of filing.
In witness whereof, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 8th day of December, 1997.
Kuhr Technologies, Inc.
By: /s/ Robert E. Wetzel
---------------------------
Name: Robert E. Wetzel
Title: Senior Vice President
B47614
651935 0100180892
<Page>
MRG
FILED
MAR 13 1998
LONNA R. HOOKS
SECRETARY OF STATE
CERTIFICATE OF MERGER
OF
KTI ENVIRONMENTAL GROUP, INC.
INTO
KUHR TECHNOLOGIES, INC.
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:10-1 and Section 14A:10-4.1,
Corporations, General, of the New Jersey Statutes, the undersigned corporations
hereby execute the following Certificate of Merger.
ARTICLE ONE
KTI ENVIRNMENTAL GROUP, INC., a corporation organized and existing under the
laws of the State of New Jersey shall be merged into KUHR TECHNOLOGIES, INC., a
corporation organized and existing under the laws of the State of New Jersey,
which is hereinafter designated as the surviving corporation, hereby changes
it's name to KTI ENVIRONMENTAL GROUP, INC.
The address of the surviving corporation's registered office is 7000
BOULEVARD EAST, GUTTENBERG, NEW JERSEY 07093 and the name of its registered
agent at such address is ROBERT E. WETZEL.
The total authorized capital stock of the surviving corporation shall be
333 shares, itemized by classes, par value of shares, without par value, and
series, if any, within a class as follows:
<Table>
<Caption>
Par Value Per Share
Series or statement shares are without par
Class (if any) Number of Shares value
Common None 333 Without Par Value
</Table>
S387240
J732748
J732751
(N.J.-2041) 0100180892
<Page>
ARTICLE TWO
The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by the New Jersey Corporation Act:
The name of the surviving corporation shall be changed to KTI Environmental
Group, Inc
The by-laws of KUHR TECHNOLOGIES, INC. shall remain and be the by-laws of
the corporation which shall survive the merger until the same shall be altered
or amended according to the provisions thereof and in the manner permitted by
the statutes of the State of New Jersey, or by this certificate.
The following amendments shall be made to the Certificate of Incorporation
of KUHR TECHNOLOGIES, INC.
The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided by the by-laws of the said
corporation, for the year 1998.
All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KUHR
TECHNOLOGIES, INC., shall be and remain like officers of the corporation which
shall survive the merger until the board of directors of such corporation shall
elect their respective successors.
The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by Section
14A:10-3 Corporations, General, of the New Jersey Statutes.
A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.
The corporation which shall survive the merger shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.
When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporations, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporations which shall survive this merger as they were of
the corporations, parties hereto, and the title to any real or personal
property, whether by deed or otherwise, vested in each of the corporations,
parties hereto, shall not revert or be in any way unimpaired by reason hereof;
provided, however, that all rights of creditors and all liens upon any property
of each of the corporations, parties hereto, shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
time of the said merger, and all debts, liabilities and duties of KTI
ENVIRONMENTAL GROUP, INC. shall thenceforth attach to the corporation which
shall survive this merger and may be enforces against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by it.
If at any time the corporation which shall survive the merger shall consider or
be advised that any further assignment for assurances in law or any things are
necessary or desirable to vest in the said corporation,
(N.J.-2041)
<Page>
according to the terms hereof, the title to any property or rights of KTI
ENVIRONMENTAL GROUP, INC. the Proper Officers and Directors of said KTI
ENVIRONMENTAL GROUP, INC. shall and will execute and make all such proper
assignments and assurances in law and so all things necessary or proper to vest
title in such proper assignments and assurances in law and do all things
necessary or proper to vest title in such property or tights in the corporation
which shall survive the merger and otherwise to carry out the purposes of this
Certificate o Merger.
ARTICLE THREE
As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:
<Table>
<Caption>
Total No. of Shares
Number Designation of each Entitled to Vote
of Shares Class or Series of each such
Entitled to Entitled to Vote as a Class or Series
Name of Corporation Vote Class (if any) (if any)
KUHR TECHNOLOGIES. INC. 333 COMMON 333
KTI ENVIRONMENTAL GROUP, INC 905,000 COMMON 905,000
</Table>
ARTICLE FOUR
As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:
<Table>
<Caption>
Total Total
Shares Shares Shares Shares
Voted Vote Voted Voted
Name of Corporation For Against Class For Against
KUHR TECHNOLOGIES, INC. 333 0 COMMON
KTI ENVIRONMENTAL GROUP, INC. 905,000 0 COMMON
</Table>
The date or dates of approval by the shareholders of each corporation of the
plan of merger is (are):
<Table>
<Caption>
Corporation: KUHR TECHNOLOGIES, INC. date of shareholder approval: MARCH 3, 1998
Corporation: KTI ENVIORNMENTAL GROUP, INC. date of shareholder approval: MARCH 3, 1998
</Table>
(N.J.-2041)
<Page>
ARTICLE FIVE
The plan of merger was approved by the board of directors of KUHR
TECHNOLOGIES, INC., the surviving corporation
ARTICLE SIX
The effective date of this certificate shall be MARCH 19,1998.
IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its PRESIDENT, as of the 3rd
day of MARCH, 1998.
KUHR TECHNOLOGIES, INC.
by /s/ Martin J. Sergi
--------------------------
RSW MARTIN J. SERGI, President
KTI ENVIRONMENTAL GROUP, INC.
by /s/ Martin J. Sergi
--------------------------
RSW MARTIN J. SERGI, President
(N.J.-2041)
<Page>
MRG
FILED
MAY 20 1998
LONNA R. HOOKS
SECRETARY OF STATE
CERTIFICATE OF MERGER
OF
KTI LIMITED PARTNERS, INC.
INTO
KTI ENVIRONMENTAL GROUP, INC.
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:10-1 and Section 14A:10-4.1,
Corporations, General, of the New Jersey Statutes, the undersigned corporations
hereby execute the following Certificate of Merger.
ARTICLE ONE
KTI Limited Partners, Inc., a corporation organized and existing under the laws
of the State of Delaware shall be merged into KTI Environmental Group, Inc., a
corporation organized and existing under the laws of the State of New Jersey,
which is hereinafter designated as the surviving corporation.
The address of the surviving corporation's registered office is 7000
Boulevard East, Guttenberg, New Jersey 07093 and the name of its registered
agent at such address is Robert E. Wetzel.
The total authorized capital stock of the surviving corporation shall be
333 shares, itemized by classes, par value of shares, shares without par value,
and series, if any, within a class as follows:
<Table>
<Caption>
Par Value Per Share
Series or statement shares are without par
Class (if any) Number of Shares value
Common None 333 Without Par Valve
</Table>
0100180892
<Page>
ARTICLE TWO
The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by the New Jersey Corporation Act:
The name of the surviving corporation is KTI Environmental Group, Inc
The by-laws of KTI Environmental Group, Inc. shall remain and be the
by-laws of the corporation which shall survive the merger until the same shall
be altered or amended according to the provisions thereof and in the manner
permitted by the statutes of the State of New Jersey, or by this certificate.
The following amendments shall be made to the Certificate of Incorporation
of KTI Environmental Group, Inc.
The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided by the by-laws of the said
corporation, for the year 1998.
All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI
Environmental Group, Inc., shall be and remain like officers of the corporation
which shall survive the merger until the board of directors of such corporation
shall elect their respective successors.
The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by Section
14A:10-3 Corporations, General, of the New Jersey Statutes.
A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.
The corporation, which shall survive the merger, shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.
When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporations, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporations which shall survive this merger as they were of
the corporations, parties hereto, and the title to any real or personal
property, whether by deed or otherwise, vested in each of the corporations,
parties hereto, shall not revert or be in any way unimpaired by reason hereof;
provided, however, that all rights of creditors and all liens upon any property
of each of the corporations, parties hereto, shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
time of the said merger, and all debts, liabilities and duties of KTI Limited
Partners, Inc. shall thenceforth attach to the corporation which shall survive
this merger and may be enforces against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
If at any time the corporation which shall survive the merger shall consider or
be advised that any further assignment for assurances in law or any things are
necessary or desirable to vest in the said corporation,
(N.J.-2041)
<Page>
according to the terms hereof, the title to any property or rights of KTI
Limited Partners, Inc. the Proper Officers and Directors of said KTI Limited
Partners, Inc. shall and will execute and make all such proper assignments and
assurances in law and so all things necessary or proper to vest title in such
proper assignments and assurances in law and do all things necessary or proper
to vest title in such property or tights in the corporation which shall survive
the merger and otherwise to carry out the purposes of this Certificate of
Merger.
ARTICLE THREE
As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:
<Table>
<Caption>
Total No. of Shares
Number Designation of each Entitled to Vote
of Shares Class or Series of each such
Entitled to Entitled to Vote as a Class or Series
Name of Corporation Vote Class (if any) (if any)
KTI Environmental Group, Inc. 333 COMMON 333
KTI Limited Partners, Inc. 1,000 COMMON 1,000
</Table>
ARTICLE FOUR
As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:
<Table>
<Caption>
Total Total
Shares Shares Shares Shares
Voted Voted Voted Voted
Name of Corporation For Against Class For Against
KTI Environmental Group, Inc. 333 0 Common
KTI Limited Partners, Inc. 1,000 0 Common
</Table>
The date or dates of approval by the shareholders of each corporation of the
plan of merger is (are):
<Table>
Corporation: KTI Limited Partners, Inc. date of shareholder approval: May 29, 1998
Corporation: KTI Environmental Group, Inc. date of shareholder approval: May 29, 1998
</Table>
(N.J.-2041)
<Page>
ARTICLE FIVE
The plan of merger was approved by the board of directors of
KTI Environmental Group, Inc., the surviving corporation
ARTICLE SIX
The effective date of this certificate shall be March 29, 1998.
IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President, as of the
13th day of May, 1998.
KTI Limited Partners, Inc.
by /s/ Martin J. Sergi
----------------------------
Martin J. Sergi, President
KTI Environmental Group, Inc.
by /s/ Martin J. Sergi
----------------------------
Martin J. Sergi, President