EX-4.5



 Exhibit 4.5 
  

 
 CASELLA WASTE SYSTEMS, INC.

 as Issuer, 

the GUARANTORS named herein, as Guarantors 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 
  

 
 SUPPLEMENTAL
INDENTURE 
 DATED AS OF DECEMBER 23, 2013 
  

 
 7 3⁄4 % Senior Subordinated Notes due 2019 







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

RECITALS 
 WHEREAS, the Company,
the initial Guarantors and the Trustee entered into an Indenture, dated as of February 7, 2011 (as amended, the “Indenture”), pursuant to which the Company has issued $328,035,000 in principal amount of 7 3/4 % Senior
Subordinated Notes due 2019 (the “Notes”); and 
 WHEREAS, Section 9.01 of the Indenture provides that the Company, the
Guarantors and the Trustee may supplement the Indenture in order to comply with Section 4.16 thereof, without the consent of the Holders of the Notes; and 

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable
constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly
done and performed; 
 NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the
Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

ARTICLE 1 
 Section 1.01.
This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the
Guarantors and the Trustee. 
 ARTICLE 2 

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







 ARTICLE 3 

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

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

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

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







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

			
	COMPANY:
	
	CASELLA WASTE SYSTEMS, INC.
		
	By:	 	 /s/ John W. Casella

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

		 	Name: John W. Casella
		 	Title: Vice President


 
	
	
	 ALL CYCLE WASTE, INC.

	 ATLANTIC COAST FIBERS, INC.

	 B. AND C. SANITATION CORPORATION

	 BLOW BROS.

	 BRISTOL WASTE MANAGEMENT, INC.

	 C.V. LANDFILL, INC.

	 CASELLA MAJOR ACCOUNT SERVICES, LLC

	 CASELLA RECYCLING, LLC

	 CASELLA RENEWABLE SYSTEMS, LLC

	 CASELLA TRANSPORTATION, INC.

	 CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.

	 CASELLA WASTE MANAGEMENT OF N.Y., INC.

	 CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.

	 CASELLA WASTE SERVICES OF ONTARIO LLC

	 CHEMUNG LANDFILL LLC

	 COLEBROOK LANDFILL LLC

	 CWM ALL WASTE LLC

	 FOREST ACQUISITIONS, INC.



 
			
		
	By:	 	 /s/ John W. Casella

		 	Name: John W. Casella
		 	Title: President and Secretary


 Signature Page to Supplemental Indenture 







 
	
	 GRASSLANDS INC.

	 GROUNDCO LLC

	 HAKES C&D DISPOSAL, INC.

	 HARDWICK LANDFILL, INC.

	 HIRAM HOLLOW REGENERATION CORP.

	 KTI BIO FUELS, INC.

	 KTI ENVIRONMENTAL GROUP, INC.

	 KTI NEW JERSEY FIBERS, INC.

	 KTI OPERATIONS, INC.

	 KTI SPECIALTY WASTE SERVICES, INC.

	 KTI, INC.

	 MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP

	 NEW ENGLAND WASTE SERVICES OF ME, INC.

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

	 NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

	 NEW ENGLAND WASTE SERVICES, INC.

	 NEWBURY WASTE MANAGEMENT, INC.

	 NEWSME LANDFILL OPERATIONS LLC

	 NEWS OF WORCESTER LLC

	 NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.

	 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

	 OXFORD TRANSFER STATION, LLC

	 PINE TREE WASTE, INC.

	 SCHULTZ LANDFILL, INC.

	 SOUTHBRIDGE RECYCLING & DISPOSAL PARK, INC.

	 SUNDERLAND WASTE MANAGEMENT, INC.

	 THE HYLAND FACILITY ASSOCIATES

	 U.S. FIBER, LLC

	 WASTE-STREAM INC.

	 WINTERS BROTHERS, INC.



 
			
		
	By:	 	 /s/ John W. Casella

		 	Name: John W. Casella
		 	Title: President and Secretary


 Signature Page to Supplemental Indenture 







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

	Name:	 	Arthur L. Blakeslee
	Title:	 	Vice President


 Signature Page to Supplemental Indenture