<Page>
Exhibit 3.70
STATE OF MAINE
[MAINE LOGO]
DEPARTMENT OF THE SECRETARY OF STATE
I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.
IN TESTIMONY WHEREOF, I have caused
the Great Seal of the State of
Maine to be hereunto affixed. Given
under my hand at Augusta, Maine,
June 17, 2002.
[SEAL] /s/ Dan Gwadosky
--------------------------------------
DAN GWADOSKY
SECRETARY OF STATE
<Page>
Minimum Fee $105. See Section 1403 for proper filing fee.
File No. 19950091 D Pages 2
Fee Paid $ 105.00
DCN 1942001300005 ARTI
----------FILED------------
07/19/1994
/s/ Gary Cooper
-------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
-------------------------
Deputy Secretary of State
1194201/000/00/006.000
[MAINE LOGO]
BUSINESS CORPORATION
STATE OF MAINE
ARTICLES OF INCORPORATION
(Check box only if applicable)
/ / This is a professional, service, corporation
formed, pursuant to 13 MRSA Chapter 22.
Pursuant to 13-A MRSA Section 403, the undersigned, acting as incorporator(s) of
a corporation, adopt(s) the following Articles of Incorporation:
FIRST: The name of the corporation is KTI SPECIALTY, INC.
and its principal business location in Maine is
TWO CITY CENTER, PORTLAND, MAINE 04101
---------------------------------------------------------------------
(physical location - street (not P.O. Box), city, state and zip code)
SECOND: The name of its Clerk, who must be a Maine resident, and the
registered office shall be:
FLOYD M. GENT
----------------------------------------------------------------------
(name)
KTI ENVIRONMENTAL GROUP, INC.
----------------------------------------------------------------------
(physical location - street (not P.O. Box), city, state and zip code)
TWO CITY CENTER, PORTLAND, MAINE 04101
----------------------------------------------------------------------
(mailing address if different from above)
THIRD: ("X" one box only)
/X/ A. 1. The number of directors constituting the initial board of directors
of the corporation is 3 (See Section 703.1.A.)
2. If the initial directors have been selected, the names and
addresses of the persons who are to serve as directors until the
first annual meeting of the shareholders or until their successors
are elected and shall qualify are:
<Table>
<Caption>
NAME ADDRESS
NICHOLAS MENONNA, JR. c/o 7000 BOULEVARD EAST, GUTTENBERG, NJ 07093
MARTIN J. SERGI c/o 7000 BOULEVARD EAST, GUTTENBERG, NJ 07093
MARSHALL S. STERMAN c/o 393 COMMONWEALTH AVENUE, BOSTON, MA 02115
</Table>
3. The board of directors /X/ is / / is not authorized to increase or
decrease the number of directors.
4. If the board is so authorized, the minimum number, if any, shall be
1 directors, (See Section 703.1.A.) and the maximum number, if any,
shall be 7 directors.
/ / B. There shall be no directors initially; the shares of the corporation
will not be sold to more than twenty (20) persons; the business of the
corporation will be managed by the shareholders. (See Section 701.2.)
<Page>
FOURTH: ("X" one box only)
/X/ There shall be only one class of shares (title of class) COMMON
Par value of each share (if none, so state) NONE
Number of shares authorized 1,000
/ / There shall be two or more classes of shares. The information required
by Section 403 concerning each such class is set out in Exhibit ______
attached hereto and made a part hereof.
SUMMARY
The aggregate par value of all authorized shares (of all classes)
HAVING A PAR VALUE is $___________
The total number of authorized shares (of all classes) WITHOUT PAR VALUE is
1,000 shares
FIFTH: ("X" one box only) Meetings of the shareholders /X/ may / / may not
be held outside of the State of Maine.
SIXTH: ("X" if applicable) /X/ There are no preemptive rights.
SEVENTH: Other provisions of these articles, if any, including provisions for
the regulation of the internal affairs of the corporation, are set out
in Exhibit ____ attached hereto and made a part hereof.
INCORPORATORS DATED JULY 13, 1994
/s/ William P. O'Sullivan Street 414 NORTH UNION AVENUE
- ----------------------------------- ----------------------------------
(signature) (residence address)
WILLIAM P. O'SULLIVAN CRANFORD, NJ 07016
- ----------------------------------- ----------------------------------------
(type or print name) (city, state and zip code)
Street
- ----------------------------------- ----------------------------------
(signature) (residence address)
- ----------------------------------- ----------------------------------------
(type or print name) (city, state and zip code)
Street
- ----------------------------------- ----------------------------------
(signature) (residence address)
- ----------------------------------- ----------------------------------------
(type or print name) (city, state and zip code)
FOR CORPORATE INCORPORATORS*
Name of Corporate Incorporator
-------------------------------------------------
By Street
--------------------------------- ----------------------------------
(signature of officer) (principal business location)
- ----------------------------------- ----------------------------------------
(type or print name and capacity) (city, state and zip code)
*ARTICLES ARE TO BE EXECUTED AS FOLLOWS:
If a corporation is an incorporator (Section 402), the name of the corporation
should be typed and signed on its behalf by an officer of the corporation. The
articles of incorporation must be accompanied by a certificate of an appropriate
officer of the corporation certifying that the person executing the articles on
behalf of the corporation was duly authorized to do so.
SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101,
AUGUSTA, ME 04333-0101
ATTN: CORPORATE EXAMINING SECTION
[ILLEGILBE] TEL. (207) 287-4195
<Page>
File No. 19860518 F Pages 1
Fee Paid $ not required
DCN 1942001300004 DOTR
------------FILED---------------
07/19/1994
/s/ Gary Cooper
--------------------------------
Secretary of State
Agent
[KTI ENVIRONMENTAL GROUP, INC LOGO]
7000 BOULEVARD EAST
GUTTENBERG, N.J. 07093
TEL. (201) 854-7777
FAX (201) 854-1771
July 18, 1994
VIA FEDERAL EXPRESS
Secretary of State
Bureau of Corporations
State Office Building
Capital Street, Room 221
August, Maine 04333
Attn: Cindy Rideout
Re: KTI SPECIALTY, INC.
Dear Ladies and Gentleman:
In connection with the filing of the referenced entity of Articles of
Incorporation in Maine, the undersigned, on behalf of itself, and each of KTI
Operations, Inc., Kuhr Technologies, Inc., KTI Management of Maine, Inc. and KTI
Transportation Services, Inc. (each of which are direct or indirect wholly owned
subsidiaries of the undersigned, except that Kuhr Technologies is an 83%
indirectly owned subsidiary of the undersigned) hereby consents to said entity
using the similar name KTI Specialty, Inc. in all aspects of its business and
operations, including without limitation, for the purposes of organizing itself
as a corporation under the laws of the State of Maine.
Very truly yours,
KTI ENVIRONMENTAL GROUP, INC.
By: /s/ Nicholas Menonna, Jr.
-------------------------
Nicholas Menonna, Jr.
President
/ks
KS1.3288
<Page>
Filing Fee $20.00
File No. 19950091 D Pages 1
Fee Paid $ 20.00
DCN 1951371400018 CLRO
-----------FILED------------
05/15/1995
/s/ Gary Cooper
-------------------------
Deputy Secretary of State
A True Copy When Attested
By Signature
-------------------------
Deputy Secretary of State
1195138/000/01/011.000
STATE OF MAINE
CHANGE OF CLERK OR
REGISTERED OFFICE OR BOTH
Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of
the following change(s):
FIRST: The name and registered office of the clerk appearing on the
record in Secretary of State's office
FLOYD M. GENT C/O KTI ENVIRONMENTAL GROUP, INC.
----------------------------------------------------------------
TWO CITY CENTER, PORTLAND, MAINE 04101
----------------------------------------------------------------
SECOND: The name and physical location of the registered office of
the successor (new) clerk, who must be a Maine resident, are:
BRADLEY HUGHES
----------------------------------------------------------------
(name)
KTI, INC., 110 MAIN STREET, SUITE 1308
----------------------------------------------------------------
(street address (not P.O. Box), city, state and zip code)
SACO, MAINE 04072
----------------------------------------------------------------
(mailing address if different from above)
THIRD: Upon a change in clerk this must be completed:
( X ) Such change was authorized by the board of directors
and the power to make such change is not reserved to the
shareholders by the articles or the bylaws.
( ) Such change was authorized by the shareholders.
(Complete the following)
I certify that I have custody of the minutes showing the
above action by the shareholders.
/s/ NICHOLAS MENONNA, JR., SECRETARY
-----------------------------------------
(signature of new clerk, secretary or assistant secretary
Dated: MAY 8, 1995 KTI SPECIALTY, INC.
--------------------------------------
(Name of Corporation)
By /s/ NICHOLAS MENONNA, JR.
--------------------------------------
(signature)
NICHOLAS MENONNA, JR., SECRETARY
--------------------------------------
(type or print name and capacity)
By /s/ MARTIN J. SERGI
--------------------------------------
(signature)
MARTIN J. SERGI, VICE PRESIDENT
--------------------------------------
(type or print name and capacity)
- --------------------------------------------------
This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY, an assistant secretary or other officer the
bylaws designate as second certifying officer OR (3) if no such officers, a
majority of the DIRECTORS or such directors designated by a majority of
directors then in office OR (4) if no directors, the holders, or such of them
designated by the HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES
entitled to vote thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES.
FORM NO. [ILLEGIBLE] SUBMIT COMPLETED FORMS TO: Secretary of State,
Station 101, Augusta, Maine 04333
<Page>
Filing Fee (See Sec. 1401)
File No. 19950091 D Pages 2
Fee Paid $ 35.00
DCN 1961171800005 LNME
-----------FILED------------
04/26/1996
/s/ Gary Cooper
-------------------------
Deputy Secretary of State
A True Copy When Attested
By: Signature
-------------------------
Deputy Secretary of State
1196120/000/01/024.000
STATE OF MAINE
ARTICLES OF AMENDMENT
(AMENDMENT BY SHAREHOLDERS
VOTING AS ONE CLASS)
Pursuant to 13-A MRSA Sections 805 and 807, the undersigned corporation adopts
these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following
amendment as ONE class.
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders (Circle one)
A. OR April 22, 1996.
B. by unanimous written consent on
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
<Table>
<Caption>
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted For Voted Against
---------------------------- --------- -------------
1,000 1,000
</Table>
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set
forth in the amendment itself.
FIFTH: If the amendment changes the number or par values of authorized
shares, the number of shares the corporation has authority to
issue thereafter, is as follows:
<Table>
<Caption>
Class Series (If Any) Number of Shares Par Value (If Any)
----- -------------- ---------------- ------------------
</Table>
The aggregate par value of all such shares (of all classes and
series) HAVING PAR VALUE is $ ____________________________.
The total number of all such shares (of all classes and series)
WITHOUT PAR VALUE is ________________ shares.
SIXTH: Address of the registered office in Maine:
c/o KTI, Inc., 110 Main Street, Suite 1308, Saco, Maine 04072
-----------------------------------------------------------------
(street, city and zip code)
KTI Specialty, Inc.
---------------------------------------
Name of Corporation
By* /s/ Nicholas Menonna Jr.
---------------------------------------
(signature)
Nicholas Menonna Jr. - President
--------------------------------------------
(type or print name and capacity)
By* /s/ Bradley W. Hughes
---------------------------------------
(signature)
Bradley, Hughes - Clerk
--------------------------------------------
(type or print name and capacity)
MUST BE COMPLETED FOR VOTE
OF SHAREHOLDERS
I certify that I have custody of the minutes showing the above action by the
shareholders.
/s/ Bradley W. Hughes
---------------------------------
(signature of clerk)
Bradley Hughes, Clerk
Dated: 4/26/96
- ----------
*In addition to any certification of custody of minutes this document MUST be
signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the
SECRETARY, an assistant secretary or other officer the bylaws designate as
second certifying officer OR (3) if no such officers, a majority of the
DIRECTORS or such directors designated by a majority of directors then in office
OR (4) if no directors, the holders, or such of them designated by the HOLDERS,
OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR
(5) the HOLDERS OF ALL OUTSTANDING SHARES.
NOTE: This form should not be used if any class of shares is entitled to vote as
a separate class for any of the reasons set out in Section 806, or because the
articles so provide. For vote necessary for adoption see Section 805.
FORM NO. MBCA-9 Rev. 88 SUBMIT COMPLETED FORMS TO: Secretary of State,
Station 101, Augusta, Maine 04333.
<Page>
-2-
EXHIBIT A
Article I of the Articles of Incorporation of KTI Specialty, Inc. be
amended to reflect the following:
The name of the Corporation shall be "KTI Specialty Waste Services,
Inc.".
<Page>
Filling Fee $105.00
File No. 19950091 D Pages 2
Fee Paid $ 105
DCN 1983131400028 ANME
-----FILED------------------
04-NOV-98
/s/ Nancy B. Kelleher
-------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
-------------------------
Deputy Secretary of State
1198321/000/00/025.000
[MAINE LOGO]
BUSINESS CORPORATION
STATE OF MAINE
STATEMENT OF INTENTION
TO DO BUSINESS
UNDER AN ASSUMED NAME
KTI Specialty Waste Services, Inc.
----------------------------------
(Name of Corporation)
Pursuant to 13-A MRSA Section 307, the undersigned, a corporation
(incorporated under the laws of the State of Maine), gives notice of its
intention to do business in this State under an assumed name.
FIRST: The corporation intends to transact business under the assumed name
of Capitol City Transfer
COMPLETE THE FOLLOWING IF APPLICABLE
SECOND: If such assumed name is to be used at fewer than all of the
corporation's places of business in this State, the location(s)
where it will be used is (are):
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
THIRD: The address of the registered office of the corporation in the State
of Maine is
c/o KTI Incorporated, 110 Main Street, Suite 1308, Saco, ME 04072
--------------------------------------------------------------------
(street, city, state and zip code)
<Page>
DATED 10/30/98 *By /s/ Bradley W. Hughes
-------------------------------------
(signature)
Bradley Hughes, Clerk
-------------------------------------
(type or print name and capacity)
*By
-------------------------------------
(signature)
-------------------------------------
(type or print name and capacity)
- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96 TEL. (207) 287-4195
<Page>
Filing Fee $105.00
File No. 19950091 D Pages 2
Fee Paid $ 105
DCN 1983131400030 ANME
-----FILED----------------------
04-NOV-98
/s/ Nancy B. Kelleher
--------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
--------------------------
Deputy Secretary of State
1198321/000/00/027.000
[MAINE LOGO]
BUSINESS CORPORATION
STATE OF MAINE
STATEMENT OF INTENTION
TO DO BUSINESS
UNDER AN ASSUMED NAME
KTI Specialty Waste Services, Inc.
---------------------------------
(Name of Corporation)
Pursuant to 13-A MRSA Section 307, the undersigned, a corporation,
(incorporated under the laws of the State of Maine), gives notice of its
intention to do business in this State under an assumed name.
FIRST: The corporation intends to transact business under the assumed name
of RUSSELL STULL COMPANY
COMPLETE THE FOLLOWING IF APPLICABLE
SECOND: If such assumed name is to be used at fewer than all of the
corporation's places of business in this State, the location(s)
where it will be used is (are):
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
THIRD: The address of the registered office of the corporation in the State
of Maine is
c/o KTI Incorporated, 110 Main Street, Suite 1308, Saco, ME 04072
--------------------------------------------------------------------
(street, city, state and zip code)
<Page>
DATED 10/30/98 *By /s/ Bradley W. Hughes
-------------------------------------
(signature)
Bradley Hughes, Clerk
-------------------------------------
(type or print name and capacity)
*By
-------------------------------------
(signature)
-------------------------------------
(type or print name and capacity)
- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96 TEL. (207) 287-4195
<Page>
File No. 19950091 D Pages 2
Fee Paid $ 105
DCN 1983131400033 ANME
------FILED----------------
04-NOV-98
/s/ Nancy B. Kelleher
--------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
--------------------------
Deputy Secretary of State
1198321/000/00/030.000
[MAINE LOGO]
BUSINESS CORPORATION
STATE OF MAINE
STATEMENT OF INTENTION
TO DO BUSINESS
UNDER AN ASSUMED NAME
KTI Specialty Waste Services, Inc.
---------------------------------
(Name of Corporation)
Pursuant to 13-A MRSA Section 307, the undersigned, a corporation, gives
notes of its intention to do business in this State under an assumed name.
FIRST: The corporation intends to transact business under the assumed name
of TWTS, Inc.
COMPLETE THE FOLLOWING IF APPLICABLE
SECOND: If such assumed name is to be used at fewer than all of the
corporation's places of business in this State, the location(s)
where it will be used is (are):
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
THIRD: The address of the registered office of the corporation in the State
of Maine is
c/o KTI Incorporated
110 Main Street, Suite 1308, Saco, ME 04072
--------------------------------------------------------------------
(street, city, state and zip code)
<Page>
DATED 10/30/98 *By /s/ Bradley W. Hughes
-------------------------------------
(signature)
Bradley Hughes, Clerk
-------------------------------------
(type or print name and capacity)
*By
-------------------------------------
(signature)
-------------------------------------
(type or print name and capacity)
- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96 TEL. (207) 287-4195
<Page>
Filing Fee $105.00
File No. 19950091 D Pages 2
Fee Paid $ 105
DCN 1983131400034 ANME
------FILED----------------
04-NOV-98
/s/ Nancy B. Kelleher
--------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
--------------------------
Deputy Secretary of State
1198321/000/00/031.000
[MAINE LOGO]
BUSINESS CORPORATION
STATE OF MAINE
STATEMENT OF INTENTION
TO DO BUSINESS
UNDER AN ASSUMED NAME
KTI Specialty Waste Services, Inc.
---------------------------------
(Name of Corporation)
Pursuant to 13-A MRSA Section 307, the undersigned, a corporation, gives
notice of its intention to do business in this State under an assumed name.
FIRST: The corporation intends to transact business under the assumed name
of Yarmouth Rubbish & Recycling
COMPLETE THE FOLLOWING IF APPLICABLE
SECOND: If such assumed name is to be used at fewer than all of the
corporation's places of business in this State, the location(s)
where it will be used is (are):
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
THIRD: The address of the registered office of the corporation in the State
of Maine is
c/o KTI Incorporated, 110 Main Street, Suite 1308, Saco, ME 04072
--------------------------------------------------------------------
(street, city, state and zip code)
<Page>
DATED 10/30/98 *By /s/ Bradley W. Hughes
-------------------------------------
(signature)
Bradley Hughes, Clerk
-------------------------------------
(type or print name and capacity)
*By
-------------------------------------
(signature)
-------------------------------------
(type or print name and capacity)
- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96 TEL. (207) 287-4195
<Page>
MINIMUM FEE $80 (SEE SECTION 1401 SUB-SECTION 19)
File No. 19950091 D PAGES 6
Fee Paid $ 80
DCN 1983171400008 MERG
------FILED----------------
06-NOV-98
/s/ Nancy B. Kelleher
------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
------------------------
Deputy Secretary of State
1198321/000/03/015.000
BUSINESS CORPORATION
STATE OF MAINE
(MERGER OF DOMESTIC AND FOREIGN CORPORATION)
ARTICLES OF MERGER
KTI Ash Recycling, Inc.
--------------------------------------------------
A corporation organized under the laws of Delaware
INTO
KTI Specialty Waste Services Inc.
-----------------------------------------------
A corporation organized under the laws of Maine
Pursuant to 13-A MRSA, Section 906, the preceding corporations adopt these
Articles of Merger.
FIRST: The laws of the State(s) of DELAWARE, under which the foreign
corporation(s) is (are) organized, permit such merger.
SECOND: The nature of the surviving corporation is KTI Specialty Waste
Services, Inc. and it is to be governed by the laws of the State of
Maine.
THIRD: The plan of merger is set forth in Exhibit 1 attached hereto and
made a part hereof.
FOURTH: As to each participating domestic corporation, the shareholders of
which voted on such plan of merger, the number of shares outstanding
and the number of shares entitled to vote on such plan, and the
number of such shares voted for and against the plan, are as
follows:
<Table>
<Caption>
Name of Number of Shares Number of Shares NUMBER NUMBER
Corporation Outstanding Entitled to Vote Voted For Voted Against
----------- ---------------- ---------------- --------- -------------
KTI Specialty Waste 1,000 1,000 1,000 -0-
Services, Inc.
</Table>
FIFTH: If the shares of any class were entitled to vote as a class, the
designation and number of the outstanding shares of each such class,
and the number of shares of each such class voted for and against
the plan, are as follows:
<Table>
<Caption>
Name of Number of Shares Number of Shares NUMBER NUMBER
Corporation Outstanding Entitled to Vote Voted For Voted Against
----------- ---------------- ---------------- --------- -------------
KTI Specialty Waste 1,000 1,000 1,000 -0-
Services, Inc.
</Table>
(INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE
VOTE OF THE SHAREHOLDERS OF THE SURVIVING CORPORATION,
OMIT IF NOT APPLICABLE.)
SIXTH:
<Table>
<Caption>
Number of Shares Outstanding Number of Shares to Be Issued
Designation Immediately Prior to Effective Or Delivered Pursuant to the
of Class Date of Merger Merger
----------- ------------------------------ -----------------------------
</Table>
<Page>
SEVENTH: The address of the registered office of the surviving corporation in
the State of Maine is*
110 Main Street, Suite 1308, Saco, Maine 04072
--------------------------------------------------------------------
(street, city, state and zip code)
The address of the registered office of the merged corporation in
the State of Maine is*
Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801
--------------------------------------------------------------------
(street, city, state and zip code)
EIGHTH: Effective date of the merger (if other than date of filing of
Articles) is November 17, 1998
(NOTE TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES).
DATED November 4, 1998 KTI Specialty Waste Services, Inc.
-------------------------------------
(participating domestic corporation)
**By /s/ Martin J. Sergi
-------------------------------------
(signature)
Martin J. Sergi, President
-------------------------------------
(type or print name and capacity)
**By /s/ Robert E. Wetzel
-------------------------------------
(signature)
Robert E. Wetzel, Secretary
-------------------------------------
(type or print name and capacity)
MUST BE COMPLETED FOR VOTE OF
SHAREHOLDERS
I certify that I have custody of the minutes showing the above action by the
shareholders.
KTI Specialty Waste Services, Inc.
------------------------------------
(name of corporation)
/s/ Robert E. Wetzel Secretary
------------------------------
(signature of clerk, secretary or asst. secretary)
DATED November 4, 1998 KTI Ash Recycling, Inc.
-------------------------------------
(participating domestic corporation)
**By /s/ Martin J. Sergi
-------------------------------------
(signature)
Martin J. Sergi, President
-------------------------------------
(type or print name and capacity)
**By /s/ Robert E. Wetzel
-------------------------------------
(signature)
Robert E. Wetzel, Secretary
-------------------------------------
(type or print name and capacity)
MUST BE COMPLETED FOR VOTE OF
SHAREHOLDERS
I certify that I have custody of the minutes showing the above action by the
shareholders.
KTI Ash Recycling, Inc.
-------------------------------
(name of corporation)
/s/ Robert E. Wetzel Secretary
------------------------------
(signature of clerk, secretary or asst. secretary)
NOTE: If a foreign corporation is the survivor of this merger, see Section 906.4
and Section 908.3 as to whether Form MBCA-10Ma is required.
*Give address of registered office in Maine. If the corporation does not have a
registered office in Maine, the address given should be the principal or
registered office in the State of incorporation.
- ----------
**This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president and the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96 TEL. (207) 287-4195
<Page>
Plan of Merger
of
KTI Ash Recycling, Inc.
into
KTI Specialty Waste Services, Inc.
Pursuant to 13-A MRSA Section 906, the undersigned corporations hereby
execute the following Certificate of Merger.
ARTICLE ONE
KTI Ash Recycling, Inc., a corporation organized and existing under the
laws of the State of Delaware, shall be merged into KTI Specialty Waste
Services, Inc., a corporation organized and existing under the laws of the State
of Maine, which is hereinafter designated as the surviving corporation.
The address of the surviving corporation's registered office is 110 Main
Street, Suite 1308, Saco, Maine 04072 and the name of its registered agent at
such address is Bradley W. Hughes.
The total authorized capital stock of the surviving corporation shall be
1,000 shares of common stock without par value as follows:
<Table>
<Caption>
Class Series Number of Shares Par Value Per Share
(if any) or statement shares are without par
value
Common None 1,000 Without Par Value
</Table>
ARTICLE TWO
The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by law, the certificates of incorporation
and the by-laws of each corporation.
The name of the surviving corporation is KTI Specialty Waste Services, Inc.
The by-laws of KTI Specialty Waste Services, 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 statues of the State of Maine or by this certificate.
The following amendments shall be made to the Certificate of Incorporation
of KTI Specialty Waste Services, Inc.
<Page>
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 1999.
All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI Specialty
Waste Services, Inc., shall be and will 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 13-A MRSA
Section 906.
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 corporation 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 Ash
Recycling, Inc. shall thenceforth attach to the corporation which shall survive
this merger and may be enforced 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
<Page>
The date of approval by the shareholders of each corporation of the plan of
merger is:
Corporation: KTI Specialty Waste Services, Inc. date of shareholder approval:
November 4, 1998
Corporation: KTI Ash Recycling, Inc. date of shareholder approval:
November 4, 1998
ARTICLE FIVE
The plan of merger was approved by the board of directors of KTI Specialty
Waste Services, Inc., the surviving corporation.
ARTICLE SIX
The effective date of this certificate shall be November 17, 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 4th
day of November, 1998.
KTI Specialty Waste Services, Inc.
By: /s/ Martin J. Sergi
-------------------------------
Martin J. Sergi, President
KTI Ash Recycling, Inc.
By: /s/ Martin J. Sergi
-------------------------------
Martin J. Sergi, President
<Page>
FILING FEE $20.00
FILE NO. 19950091 D PAGES 2
FEE PAID $ 20
DCN 2011441800109 CLRO
----FILED-----------------------------
05/15/2001
/s/ Julie L. Flynn
-------------------------
Deputy Secretary of State
A TRUE COPY WHEN ATTESTED BY SIGNATURE
-------------------------
Deputy Secretary of State
DOMESTIC
BUSINESS CORPORATION
STATE OF MAINE
CHANGE OF CLERK ONLY OR CHANGE
OF CLERK AND REGISTERED OFFICE
KTI Specialty Waste Services, Inc.
----------------------------------------
(Name of Corporation)
Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):
FIRST: The name and registered office of the clerk appearing on the record in
the Secretary of State's Office:
Bradley W. Hughes
----------------------------------------------------------------------
(name)
c/o KTI, Inc. 110 Main Street, Suite 1308, Saco, Maine 04072
----------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and registered office of the successor (new) clerk, who must
be a Maine resident:
Peter B. Webster
----------------------------------------------------------------------
(name)
One Portland Square, Portland, Maine 04101
----------------------------------------------------------------------
(physical location - street (not P.O. Box), city, state and zip code)
----------------------------------------------------------------------
(mailing address if different from above)
THIRD: Upon a change in clerk this must be completed:
/X/ Such change was authorized by the board of directors and
the power to make such change is not reserved to the
shareholders by the articles or the bylaws.
/ / Such change was authorized by the shareholders.
<Page>
DATED May 7, 2001 *By /s/ John W. Casella
-------------------------------------------------
(Signature)
John W. Casella, President
-------------------------------------------------
(type or print name and capacity)
*By /s/ Jerry S. Cifor
-------------------------------------------------
(Signature)
Jerry S. Cifor, Treasurer, 2nd certifying officer
-------------------------------------------------
(type or print name and capacity)
MUST BE COMPLETED FOR VOTE
OF SHAREHOLDERS
I Certify that I have custody of the minutes showing
the above action by the shareholders.
--------------------------------------------------------------
(signature of clerk, secretary or asst. secretary)
THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (SECTION 304.2-A.).
The undersigned hereby accepts the appointment as clerk for the above-named
domestic business corporation.
CLERK DATED May 14, 2001
/s/ Peter B. Webster Peter B. Webster
- ----------------------- -----------------------------
(signature) (type or print name)
- ----------
*This document MUST be signed by
(1) the NEW Clerk OR
(2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
sec., or a 2nd certifying officer OR
(3) if no such officers, then a majority of the DIRECTORS OR
(4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUTSTANDING
SHARES OR
(5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
TEL. (207) 297-4195
FORM NO. MBCA-3 Rev. 7/2000