Form 8-K

8-K — CASELLA WASTE SYSTEMS INC

Accession: 0000911177-26-000015

Filed: 2026-04-22

Period: 2026-04-20

CIK: 0000911177

SIC: 4953 (REFUSE SYSTEMS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — cwst-20260420.htm (Primary)

EX-10.1 (cwst-ex101xmasterleaseagre.htm)

EX-10.2 (cwst-ex102xmasterleaseadde.htm)

EX-10.3 (cwst-ex103xinterimagreement.htm)

GRAPHIC (logo_1.jpg)

GRAPHIC (logo_2a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cwst-20260420.htm · Sequence: 1

cwst-20260420

0000911177false00009111772026-04-202026-04-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________

FORM 8-K

__________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2026

__________________________________________

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

__________________________________________

Delaware 000-23211 03-0338873

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

25 Greens Hill Lane,

Rutland, Vermont 05701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (802) 775-0325

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Class A common stock, $0.01 par value per share CWST The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 20, 2026, Casella Waste Systems, Inc. (“Casella”), and certain of its subsidiaries (each a “Subsidiary,” and collectively, the “Subsidiaries,” and together with Casella, the “Co-Lessees”), entered into a Master Lease Agreement No. 68105 and an Addendum to Master Lease Agreement No. 68105 (Co-Lessee) (collectively, the “Master Lease”) with Huntington National Bank (“HNB”) for the purpose of leasing or financing motor vehicles and other equipment from HNB from time to time on terms to be agreed. The Master Lease does not contain any commitment on behalf of HNB or any limit on the amount of motor vehicles and other equipment that can be leased or financed under the Master Lease, and any leases of equipment and motor vehicles and the amount and terms of such leases must be agreed from time by one or more Co-Lessees and HNB and evidenced by the execution and delivery of Lease Schedules (TRAC) and related documents with respect to the lease of the motor vehicles and other equipment to be identified therein. In addition, on April 20, 2026, in connection with the Master Lease, Casella and the other Co-Lessees entered into Interim Agreement No. 1 with HNB (the “Interim Agreement”) pursuant to which HNB may provide from time to time, on an uncommitted basis, financing for progress payments to be made on behalf of Casella and the Co-Lessees to vendors for motor vehicles and other equipment that is anticipated to be placed on a Lease Schedule (TRAC) under the Master Lease upon delivery to and acceptance by a Co-Lessee. The maximum outstanding amount of financing from time to time under the Interim Agreement is $20.0 million. Amounts advanced under the Interim Agreement shall bear interest at a per annum rate of one month term SOFR plus 0.11448%, and unless extended or otherwise agreed, shall be due and payable by the date specified in the applicable advance request, and shall be paid by capitalizing the total amount advanced (including interest) and including such amount in the total lease amount of the applicable Lease Schedule (TRAC) upon execution thereof. Casella’s board of directors approved the Co-Lessees’ entry from time to time into one or more Leases Schedules under the Master Lease (together with lease schedules under Casella’s previously filed Master Equipment Lease Agreement with Banc of America Leasing & Capital LLC dated July 20, 2020, as amended) in an aggregate amount of up to $250.0 million at any time outstanding, which amount corresponds to the applicable permitted indebtedness, finance lease and lien baskets under Casella’s Credit Agreement (defined below).

Huntington National Bank is currently a lender under Casella’s Second Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of September 27, 2024, as amended, by and among Casella, all or substantially all of its subsidiaries, Bank of America, N.A. as administrative agent, and the lenders party thereto.

The obligations of each Co-Lessee under the Master Lease, the Lease Schedules (TRAC), the Interim Agreement and the related documents are guaranteed by each other Co-Lessee and are secured by the grant of certain setoff rights and a security interest in the Co-Lessees’ interests in any equipment leased or financed under the foregoing documents, instruments and agreements, and proceeds thereof, and certain rights or property related thereto.

The documents relating to the Master Lease and Interim Agreement contain customary indemnification and termination provisions. In addition, the Master Lease and Interim Agreement contain customary events of default, including payment defaults, breaches of covenants and/or certain representations and warranties, cross defaults, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The Master Lease and Interim Agreement also contain remedies for such events of default, including termination of the Master Lease, the discontinuation of the use of any leased equipment, the acceleration of the rental payments under the Master Lease and advance payments under the Interim Agreement, and other remedies customary for this type of transaction.

The foregoing description is qualified in its entirety by reference to the Master Lease Agreement No. 68105, Addendum to Master Lease Agreement No. 68105 (Co-Lessee) and the Interim Agreement No. 1, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The discussion of the Master Lease set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No. Exhibit Description

10.1

Master Lease No. 68105 (Co-Lessee) dated April 20, 2026 by and between Huntington National Bank and Casella Waste Systems, Inc.

10.2

Addendum to Master Lease Agreement No. 68105 (Co-Lessee) dated April 20, 2026 by and among Huntington National Bank, Casella Waste Systems, Inc., and the subsidiaries of Casella Waste Systems, Inc. party thereto

10.3

Interim Agreement No. 1 dated April 20, 2026 by and among Huntington National Bank, Casella Waste Systems, Inc. and the subsidiaries of Casella Waste Systems, Inc. party thereto

101.SCH Inline XBRL Taxonomy Extension Schema Document.**

101.LAB Inline XBRL Taxonomy Label Linkbase Document.**

101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.**

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

** Submitted Electronically Herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CASELLA WASTE SYSTEMS, INC.

Date: April 22, 2026 By: /s/ Bradford J. Helgeson

Bradford J. Helgeson

Executive Vice President and Chief Financial Officer

EX-10.1

Filename: cwst-ex101xmasterleaseagre.htm · Sequence: 2

Document

THE HUNTINGTON NATIONAL BANK

MASTER LEASE AGREEMENT

No. 68105

As of: April 20, 2026 (the “Effective Date”)

THIS MASTER LEASE AGREEMENT is made by and between The Huntington National Bank, and its successors or assigns (“Lessor”) and Casella Waste Systems, Inc., a Delaware corporation (“Lessee”).

1. DEFINITIONS. As used herein, the following terms shall have the meanings assigned or referred to them below:

“Acceptance Date” for any Equipment means the “Acceptance Date” provided in the applicable Schedule.

"Affiliate" means any entity controlling, controlled by or under common control with the referent entity. "control" includes (i) the ownership of 25 % or more of the voting stock or other ownership interest of any entity and (ii) the status of a general partner of a partnership or managing member of a limited liability company.

“Assignee” has the meaning ascribed to such term in Section 16 hereof.

“Business Day” shall mean any day other than a Saturday, a Sunday, or other day on which Lessor is required to be closed;

“Co-Lessee” means any subsidiary of the Lessee that has executed and delivered a co-lessee addendum.

“Co-Lessee Addendum” means a Co-Lessee Addendum dated as of the date hereof, as amended, and any other addendum pursuant to which a subsidiary of the Lessee becomes a co-lessee hereunder.

"Collateral" means all of Lessee’s right, title and interest in and to all Equipment, together with (i) all accessions to such Equipment; and (ii) all proceeds of all of the foregoing, including insurance proceeds, in each case, now existing or hereafter arising.

“Discount Rate” means the one (1) year Treasury Constant Maturity rate as published in the Selected Interest Rates table of the Federal Reserve statistical release H.15(519) for the week ending immediately prior to the original Acceptance Date of a Schedule (or if such rate is no longer determined or published, a successor or alternate rate selected by Lessor).

“Equipment” means the items, units, and groups of personal property, licensed materials, and fixtures described in the Schedule(s), together with all accessions thereto; and “item of Equipment” means a “commercial unit” as defined and described in Article 2A of the UCC, and includes each functionally integrated and separately marketable group or unit of Equipment.

“Fair Market Value” means the amount of money to be paid for the Equipment by a fully informed and willing buyer/user (including a lessee in possession) from a fully informed and willing seller assuming: (i) an arm's length transaction with neither party under the compulsion to buy or sell; and (ii) the Equipment is valued on a fully assembled and operational basis (including therein all necessary deinstallation, reinstallation and engineering costs) and is in the condition required by this MLA (as defined below);

“Fair Rental Value” means the amount of money to be paid for the right to lease the Equipment on a periodic basis by a fully informed and willing user from a fully informed and willing Lessor using the assumptions set forth in the definition of Fair Market Value;

"Guarantor" means Casella Waste Systems, Inc., or (if applicable) any other guarantor, surety, or co-lessee of Lessee, or other party liable in any capacity for the payment or performance of any Obligations of Lessee.

“Guaranty” means any guaranty, surety instrument, security, indemnity, "keep-well" agreement or other instrument or arrangement from or with any Guarantor.

“Lease” is defined in Section 2.

“Lease Term” applicable to Equipment leased under any Schedule means the Base Term specified in such Schedule, and any renewal term thereof provided under such Schedule.

“Master Lease Agreement” means this Master Lease Agreement.

“MLA” means this Master Lease Agreement and all Schedules, interim agreements and any other written agreements by and between Lessor and Lessee with respect to this MLA, the Schedule(s) or the Equipment plus any insurance agreements regarding the Equipment, any opinions of counsel, any disclaimers regarding the Equipment, and any guaranties and/or letters of credit relating to Lessee's obligations under this MLA, and any amendments to any of the foregoing;

“Obligations” means and includes all obligations of Lessee owing to Lessor under this Master Lease Agreement, MLA, any Schedule, Lease, or Related Agreement, or of any Guarantor owing to Lessor under any Guaranty of the obligations under the MLA or Related Agreements, now existing or hereafter arising, direct or indirect, joint or several, absolute or contingent, whether for payment or performance, regardless of how the same may arise or by what instrument, agreement, or book account they may be evidenced.

“Person” means any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity or governmental body. Additional capitalized terms are defined in the Schedule or herein.

“Related Agreement” means and includes any Guaranty and any approval letter or progress payment, assignment, security or other agreement or addendum related to this Master Lease Agreement, any Schedule, any Lease or any Collateral to which Lessee or any Guarantor is a is a party.

“Rent” means the “Rent” defined in each Schedule.

“Schedule” shall mean each Acceptance Certificate and TRAC Lease Schedule, in substantially the form attached hereto as Annex A, or another form acceptable to both parties, completed by the lessee and executed by the parties now or hereafter, and all riders, attachments and documents pertaining thereto.

"Stipulated Loss Value" means, as of any particular date, the product obtained by multiplying the “Total Lease Amount” specified in the Schedule by the percentage set forth in the "Schedule of Stipulated Loss Values" attached to the Schedule, specified opposite the Rent installment number (or date) becoming due after the applicable Casualty, Event of Default or other event requiring the calculation of Stipulated Loss Value. If there is no Schedule of Stipulated Loss Values attached to a Schedule, or if the Schedule of Stipulated Loss Values does not otherwise cover an applicable Rent installment number (or date), Stipulated Loss Value on any applicable Rent payment date shall equal the net present value of (a) all unpaid Rent for the remainder of the Lease Term, plus (b) the amount of any purchase obligation, fixed price purchase option, or TRAC Purchase Amount payment or, if there is no such obligation, option or payment, then the Fair Market Value of the Equipment as of the end of the Lease Term, as estimated by Lessor in its sole discretion, all discounted to present value at the Discount Rate.

“TRAC Purchase Amount” for any Equipment is described in the applicable Schedule.

“UCC” means the Uniform Commercial Code in effect in the state specified in Section 18 of this Agreement.

"Vendor" means the manufacturer, distributor, supplier or other seller (whether or not a merchant or dealer) of the Equipment and any sales representative or agent thereof.

2. LEASE, TERM. This Master Lease Agreement is not an agreement or commitment by Lessor or Lessee to enter into any Schedule or for Lessor to provide any financial accommodation to Lessee. Subject to the conditions set forth herein, Lessee agrees to lease from Lessor and Lessor agrees to lease to Lessee the Equipment described in each Schedule. Each Schedule entered into incorporating the terms of this Master Lease Agreement will constitute a separate and independent lease of Equipment from any other such Schedule (“Lease”). The Lease Term of each lease of the Equipment is described in each Schedule and commences upon the Acceptance Date specified in the Schedule and continues until all of Lessee’s obligations under such Schedule are satisfied. By executing and delivering a Schedule hereunder to Lessor, Lessee agrees and acknowledges that upon the applicable “Acceptance Date” all Equipment described in the Schedule has been specifically selected by and delivered to Lessee, that Lessee has had a reasonable opportunity to inspect the Equipment, and that Lessee has unconditionally and irrevocably accepted the Equipment as conforming based solely on Lessee's own information and judgment, and Lessee agrees that after the Acceptance Date, it will not reject or revoke its acceptance of the Equipment for any reason. In the event Lessor orders the Equipment at the direction of Lessee, Lessor shall have no liability to Lessee for any delay or failure by the manufacturer/vendor to deliver any of the Equipment to Lessee or the condition of the Equipment. Notwithstanding anything to the contrary herein, Lessor is not obligated to lease any item of Equipment to Lessee in the event that Lessee has not obtained the appropriate license, permit and certificate as required under federal, state or local environmental laws.

THIS MLA AND EACH SCHEDULE ARE NON-CANCELABLE AND NON-TERMINABLE BY LESSEE, AND LESSEE MAY NOT PREPAY ANY RENTS OR OTHER OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN CONSENT OF LESSOR.

3. NET LEASE, NON-INTERFERENCE. This MLA and each Schedule are net leases, and Lessee's obligation to pay the rents and other amounts due hereunder are absolute, unconditional and independent obligations not subject to abatement, diminution, suspension, deferment, reduction or offset for any reason including without limitation: (1) any claims of Lessee against Lessor, or the manufacturer of the Equipment; (2) any defect in, damage to, or loss or destruction of any unit of Equipment however arising; or (3) any interference with Lessee's use of any unit of Equipment by any third party (including any governmental body). IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT ALL RENTS AND OTHER AMOUNTS PAYABLE BY LESSEE TO LESSOR HEREUNDER SHALL CONTINUE TO BE PROMPTLY AND UNCONDITIONALLY PAID IN ALL EVENTS.

Lessee acknowledges that unless otherwise set forth on the Schedule this MLA constitutes a “finance lease” under Article 2A of the Uniform Commercial Code, Lessee further acknowledges that Lessor's sole obligation to Lessee hereunder is not to interfere with Lessee's quiet enjoyment of the Equipment so long as Lessee is not in default hereunder. To the extent permitted by law, Lessee unconditionally and irrevocably waives any and all rights and remedies against Lessor at law or in equity (including, without limitation, any rights and remedies granted Lessee under Article 2A of the Uniform Commercial Code). In the event any lease transaction covered by this MLA is deemed to be a “secured transaction”, and in connection with any interim financing agreement Lessee enters into with Lessor which will ultimately become a Schedule under this MLA, in order to secure the payment of rent and the performance of all obligations therein, Lessee grants Lessor a first priority security interest in all of the Collateral related to such transactions contemporaneous with Lessee’s entering into such transactions with Lessor.

LESSEE REPRESENTS TO LESSOR THAT LESSEE HAS SELECTED THE TYPE, QUANTITY AND SUPPLIER OF THE EQUIPMENT; AND THAT THE EQUIPMENT IS OF A DESIGN, SIZE, QUALITY AND CAPACITY REQUIRED BY LESSEE, AND IS SUITABLE FOR LESSEE'S PURPOSES. Lessor is not a manufacturer or supplier of the Equipment nor an agent of the manufacturer or supplier of the Equipment, and Lessor does not endorse or promote any item of Equipment. No representations or promises made by any manufacturer, supplier or distributor of the Equipment shall be binding on Lessor. LESSOR MAKES NO WARRANTY OR REPRESENTATION (EITHER EXPRESS OR IMPLIED) TO LESSEE AS TO THE FITNESS FOR A PARTICULAR PURPOSE, QUALITY, DESIGN, CONDITION, CAPACITY, SAFETY, SUITABILITY, MERCHANTABILITY OR PERFORMANCE OF THE EQUIPMENT (INCLUDING ITS CONFORMITY WITH APPLICABLE LAW AND REGULATIONS), TITLE TO THE EQUIPMENT (OTHER THAN NO LIENS ON LESSOR’S INTERESTS), OR ANY OTHER MATTER WHATSOEVER. LESSEE AGREES THAT THE EQUIPMENT IS LEASED “AS IS” AND “WHERE IS” AND THAT ALL RISKS REGARDING THE EQUIPMENT ARE TO BE BORNE SOLELY BY LESSEE INCLUDING, WITHOUT LIMITATION, ANY LOSSES OR DAMAGES DUE TO ACTS OF GOD, STRIKES, GOVERNMENTAL ACTION OR OBSOLESCENCE. LESSOR SHALL NOT BE LIABLE TO LESSEE OR ANY OTHER PARTY FOR ANY CLAIM OR MATTER PERTAINING TO THE EQUIPMENT WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE (DIRECT, INDIRECT OR CONSEQUENTIAL) FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, NONDELIVERY OR LATE DELIVERY OF THE EQUIPMENT, IMPROPER INSTALLATION OR DESIGN OF THE EQUIPMENT, FAILURE OR IMPROPER OPERATION OF THE EQUIPMENT, BREACH OF ANY WARRANTY OR REPRESENTATION MADE BY THE MANUFACTURER OF THE EQUIPMENT, OR ANY INJURY TO PERSONS OR PROPERTY. LESSOR MAKES NO REPRESENTATIONS, WARRANTIES OR PROMISES WITH REGARD TO THE TAX OR ACCOUNTING TREATMENT OF THIS MLA OR ANY LEASE SCHEDULE, OR THE INTERESTS OF LESSOR AND LESSEE AS REGARDS THE EQUIPMENT.

All of Lessee's obligations to Lessor now existing or hereafter arising under this MLA are secured by all the Equipment leased by this MLA (whether owned by Lessee or by Lessor) and the other Collateral, notwithstanding the independence of the individual Schedules or the date of their execution. ALL OF LESSEE’S OBLIGATIONS ARISING FROM THIS MLA, WHETHER PRESENTLY EXISTING OR ARISING IN THE FUTURE, ARE SECURED BY THE EQUIPMENT LEASED UNDER THIS MLA (REGARDLESS OF WHETHER THE LEASED EQUIPMENT IS OWNED BY LESSEE OR LESSOR).

Lessee acknowledges that it will have reviewed and approved all contracts and agreements pertaining to Lessor's acquisition of the Equipment prior to leasing the Equipment, and that Lessee accepts the terms and limitations of any warranties, licenses and/or Manufacturer Requirements (as defined herein) contained therein. To the extent assignable by Lessor, all warranties and licenses made by the manufacturer of the Equipment are hereby assigned to Lessee for the lease term applicable to such Equipment and any applicable purchase by Lessee. At Lessee's sole expense and in Lessee's own name only, Lessor hereby authorizes Lessee to enforce any such warranties or licenses made with respect to the Equipment upon written notice to Lessor; and Lessor is under no obligation to enforce any warranties or license regarding the Equipment. Notwithstanding the foregoing, Lessee shall not commence any legal proceedings to enforce any warranty or license with respect to such Equipment except upon the prior written consent of Lessor (which consent shall not be unreasonably withheld). Lessor makes no representations or warranties as to the existence, sufficiency or enforceability of any warranties or licenses regarding the Equipment; and Lessee's sole remedy for any defect in or nonconformity of the Equipment is against the manufacturer thereof. Lessor and each Assignee agrees to cooperate with Lessee, at Lessee’s sole cost and expense, in making any reasonable claim against such manufacturer or vendor arising from any defect in or lack of conformance of the Equipment.

4. RENT. “Rent” shall be payable to Lessor during the lease term in the amounts and at the times provided in the Schedule. If the due date of any payment under any Schedule shall be a day that is not a Business Day, the due date shall be extended to the next succeeding Business Day; provided, however, that if such next succeeding Business Day occurs in the following calendar month, then the due date shall be the immediately preceding Business Day. All Rent and other amounts payable under a Lease shall be made in immediately available funds at Lessor’s address above or such other place as Lessor shall specify in writing, In addition, if applicable under any Schedule, Lessee shall pay to Lessor interim rent, at the daily equivalent, for the actual number of days from the date of funding to the commencement date, as provided for in each applicable Schedule. If any Rent or other amount payable hereunder is not paid within ten (10) days of its due date, Lessee shall pay an administrative late charge of 5% of the amount not timely paid. Unless otherwise provided herein, payments received under any Lease will be applied to all interest, fees and amounts owing thereunder (other than Rent), and then to Rent payable thereunder.

5. USE, MAINTENANCE, AND LOCATIONOF EQUIPMENT. Lessee shall comply with all laws, regulations and ordinances relating to the possession and use of the Equipment including, without limitation, job safety, health, fire and environmental laws applicable to the Equipment (“Safety Laws”). At Lessee’s expense, Lessee shall (i) use, operate, protect, and maintain the Equipment (a) in good operating order, repair, condition, and appearance, in the same condition as when received, ordinary wear and tear excepted,

(b) consistent with prudent industry practice (but in no event less than the extent to which Lessee maintains other similar equipment in the prudent management of its assets and properties), and (c) in compliance with all applicable insurance policies, laws, ordinances, rules, regulations and manufacturer’s recommended maintenance and repair procedures, and (ii) maintain comprehensive books and records regarding the use, operation, maintenance and repair of the Equipment. The Equipment shall be used only within the 48 contiguous United States, solely for business purposes (and not for any consumer, personal, home, or family purpose), and shall not be abandoned or used for any unlawful purpose. Except for a casualty, Lessee shall not discontinue use of any Equipment except for normal maintenance nor, through modifications, alterations or otherwise, impair the current or residual value, useful life, utility or originally intended function of any Equipment without Lessor s prior consent. Any replacement or substitution of parts, improvements, upgrades, or additions to the Equipment during the Lease Term shall be the property of Lessor and subject to the Schedule, except that if no Event of Default exists, Lessee may at its expense remove improvements or additions provided by Lessee that can be readily removed without impairing the value, function or remaining useful life of the Equipment. If requested by Lessor, Lessee shall cause Equipment to be plainly marked to disclose Lessor s ownership, as reasonably specified by Lessor. Except for property in transit, short-term temporary locations in the ordinary course of business, and any location identified in another Schedule, Lessee shall not change the location or, in the case of over-the-road vehicles, the base of any Equipment specified in its Schedule without prompt notice to the Lessor. Lessor shall have the right to enter any premises where Equipment is located and inspect it (together with related books and records) at any reasonable time with reasonable prior notice.

6. TITLE, PROPERTY, ADDITIONAL SECURITY. (a) Title; Personal Property. Each Lease is and is intended to be a lease of personal property for all purposes. Lessee does not acquire any right, title or interest in or to any Equipment pursuant to any Lease, except the right to use and possess the same under the terms of the applicable Lease. Except as specifically provided in the applicable Schedule, Lessee has no right or option to extend the Lease Term of a Lease or purchase any Equipment. Upon the execution of a Schedule, Lessee assigns all of its rights (but none of its obligations) to Lessor under any purchase orders, invoices or other contracts of sale with respect to the applicable Equipment, and conveys whatever right, title and interest it may now or hereafter have in any applicable Equipment to Lessor. Lessor shall be the sole owner of Equipment free and clear of all liens or encumbrances created by it, other than Lessee s rights under the Lease. Lessee will not create or permit to exist any lien, security interest, charge or encumbrance on any Equipment with greater priority than those in favor of Lessor or any Assignee, as applicable. The Equipment shall remain personal property at all times, notwithstanding the manner in which it may be affixed to realty. Lessee shall obtain and record such instruments and take such steps reasonably requested by Lessor as may be necessary to (i) prevent any creditor, landlord, mortgagee or other entity (other than Lessor) from having any such greater priority lien, charge, security interest or encumbrance on any Equipment and (ii) ensure Lessor’s right of access to and removal of Equipment in accordance with the Lease. It is understood and agreed that, with the consent of Lessor and Lessee, any Schedule may provide that the Equipment be titled in the name of Lessee with Lessor noted as secured party, and may be titled in a different manner.

(b) Additional Security. To secure the punctual payment and performance of Lessee s Obligations under each Lease and as a separate grant of security to secure the payment and performance of all other Obligations owing to Lessor, Lessee grants to Lessor a continuing security interest in the Collateral provided however that if there then exists no Event of Default, upon the payment and performance of all Obligations of Lessee under the applicable Lease (i) Lessor’s security interest in Collateral subject to a Lease shall terminate, and (ii) for purposes of the MLA, the term “Equipment” shall not include any Equipment covered by such Lease. Notwithstanding the grant of a security interest in any Collateral, Lessee shall have no right to sell, lease, rent, dispose, or surrender possession, use, or operation of any Equipment to any third parties without the prior written consent of Lessor, in each case, except to another co-Lessee or subsidiary of Lessee. The foregoing grant of a security interest shall not of itself be a factor in determining whether any Lease creates a lease or security interest in the Equipment under applicable provisions of the UCC.

7. LOSS AND DAMAGE. Lessee assumes all risk of (and shall promptly notify Lessor in writing of any occurrence of) any damage to or loss, theft, confiscation or destruction of any Equipment from any cause whatsoever (a "Casualty") from the date shipped or otherwise made available to Lessee and continuing until it is returned to and accepted by Lessor in the condition required by the Schedule, including Section 8 of this Agreement. If any Equipment suffers a Casualty which Lessor determines is reparable, Lessee shall at its expense promptly place the same in good repair, condition or working order. If any Equipment suffers a Casualty which Lessor determines is beyond repair or materially impairs its residual value (a "'Total Loss"), Lessee shall at Lessee’ s option (unless an Event of Default has occurred and is then continuing, in which case it shall be at Lessor’s option) either (a) promptly replace such Equipment with a similar item reasonably acceptable to Lessor having an equivalent value, utility and remaining useful life of such Equipment, whereupon such replacement items shall constitute Equipment for all purposes on the Schedule, or (b) on the next Rent payment date occurring at least 30 days following such Casualty (or, if none, within 30 days) pay Lessor the Stipulated Loss Value for such Equipment, together with all Rent scheduled for payment on such date, and all accrued interest,

late charges and other amounts then due and owing under the Lease. Upon such payment following a Total Loss, the Lease with respect to the Equipment suffering a Total Loss shall terminate, and Lessor shall transfer to the Lessee all of its right, title and interest in such Equipment, free from all liens and encumbrances created by Lessor, but otherwise on an "AS-IS, WHERE-IS," quitclaim basis. If less than all Equipment under a Lease Schedule suffers a Total Loss, (i) the Stipulated Loss Value with respect to any such item of Equipment shall be calculated by reference to the allocable portion of “Total Lease Amount” provided in the applicable Schedule, Rent or other amount related to such item, as reasonably determined by Lessor, and (ii) the remaining Rent under the Lease shall be proportionately reduced as reasonably calculated by Lessor upon Lessor’s receipt of the payments described above.

8. RETURN. Except as otherwise provided in this MLA and the Schedules, upon any cancellation, termination or expiration of any Lease (after the occurrence of an Event of Default or otherwise), Lessee shall, at its expense, cause the Equipment to be prepared and adequately protected for shipment by an authorized manufacturer s representative and either surrender it to Lessor in place or, if instructed by Lessor, ship the Equipment to Lessor, freight and insurance pre-paid, to a place designated by Lessor within the 48 contiguous United States, in the condition required under Section 5 hereof and under the applicable Schedule, able to be put into immediate service and to perform at manufacturer’s rated levels (if any), together with all related manuals, documents and records, and, if applicable, reassembled by an authorized manufacturer’s representative and immediately qualified for the manufacturer’s (or its authorized servicing representative s) then available service contract or warranty. If requested by Lessor, Lessee shall, at its expense: (i) cause the Equipment to qualify for all applicable licenses or permits necessary for its operation and for its intended purpose, and to comply with all specifications and requirements of applicable federal, state and local laws, regulations and ordinances) (ii) provide safe, suitable storage, acceptable to Lessor, for the Equipment for a period not to exceed thirty (30) days from the date of return and (iii) cooperate with Lessor in attempting to remarket the Equipment, including display and demonstration to prospective parties, and to the extent permitted by applicable law and contractual obligations, allowing Lessor to conduct a private sale on Lessee’s premises. If Lessee does not surrender or return any item of Equipment to Lessor on the date or in the condition required under a Lease, in addition to all other available rights and remedies, at Lessor’s election, such Equipment shall continue to be subject to all the terms and conditions of the Lease, with Rent and other charges continuing to accrue and be payable under the Lease with respect to such Equipment until it is so surrendered or returned to Lessor, except that Rent shall accrue at 1 25 % of the last Rent allocable to such item of Equipment (as reasonably calculated by Lessor) during the Lease Term, payable on demand.

For purposes of the lease renewal, purchase or return options, the determination of the Fair Market Value of any Equipment shall be determined (1) without deducting any costs of dismantling or removing from the location of use (2) on the assumption that the Equipment is in the condition required by the applicable return and maintenance provisions of this MLA and is free and clear of any liens as required by this MLA, and (3) shall be determined by mutual agreement of Lessee and Lessor or, if Lessor and Lessee are not able to agree on such value, by the Appraisal Procedure. “Appraisal Procedure” means the determination of Fair Market Value or Fair Rental Value, as applicable, by an independent appraiser acceptable to Lessor and Lessee, or, if the parties are unable to agree on an acceptable appraiser, by averaging the valuation (disregarding the one which differs the most from the other two) of three independent appraisers, the first appointed by Lessor, the second appointed by Lessee and the third appointed by the first two appraisers.

9. INSURANCE. Lessee, at its own expense, shall keep each item of Equipment insured against all risks for tis replacement value, and in not event less than its Stipulated Loss Value, Lessee, at its own expense, shall keep each item of Equipment insured against all risks for its replacement value, and in no event less than its Stipulated Loss Value, and shall maintain public liability and, with respect to Equipment that is over-the-road vehicles, automotive liability insurance against such risks and for such amounts as Lessor may reasonably require. All such insurance shall (a) be with companies rated "A-" or better by A. M. Best Company, in such form as Lessor shall approve, (b) specify Lessor and Lessee as insureds and provide that it may not be canceled or altered in any way that would affect the interest of Lessor without at least 20 days prior written notice to Lessor (10 days in the case of nonpayment of premium), (c) be primary, without right of contribution from any other insurance carried by Lessor and contain waiver of subrogation and "breach of warranty" provisions satisfactory to Lessor, (d) provide that all amounts payable by reason of loss or damage to Equipment shall be payable to Lessor, unless Lessor otherwise agrees, and (e) contain such other endorsements as Lessor may reasonably require. Lessee shall provide Lessor with evidence satisfactory to Lessor of the required insurance upon the execution of any Schedule and promptly upon any renewal of any required policy.

Notwithstanding the foregoing, Lessee need not maintain all risk property damage insurance ("Property Insurance") for the Equipment, and shall maintain adequate self-insurance for all such risks, if and for so long as (i) no Event of Default exists (ii) such self-insurance is consistent with prudent industry practice for equipment similar to the Equipment (iii) Lessee does not maintain third-party insurance for other similar equipment it may own or lease and (iv) Lessee maintains adequate

reserves for such exposure in accordance with generally accepted accounting principles and prudent industry practice it being understood and agreed that if any item of Equipment is lost, stolen, confiscated, destroyed or damaged beyond repair, Lessee shall, on or before the next Rent payment date occurring at least 30 days following such Casualty (or, if none, within 30 days) , unconditionally pay to Lessor the Stipulated Loss Value and other amounts payable in accordance with this Agreement provided, however, that upon the occurrence of an Event of Default, then Lessee agrees, upon receipt of notice from Lessor, to obtain Property Insurance from a third party insurer complying in all respects with the terms of the preceding paragraph.

10. PAYMENT OF TAXES, FEES AND LESSOR'S EXPENSES. Lessee shall keep the Equipment free and clear of all security interests, liens, encumbrances and claims of any kind; and Lessee shall promptly pay all municipal, state and federal taxes (including unitary taxes, receipts taxes, and apportionment taxes), assessments and/or charges (including any governmental charges to audit Lessor's records regarding this MLA or the Equipment except Lessor's income tax records) which may now or hereafter be imposed regarding the acquisition, ownership, lease, sale, possession, use or transfer of the Equipment; excluding any applicable federal, state taxes imposed on or measured by Lessor's general income except to the extent provided in each Schedule. Lessor shall include the Equipment on Lessor's personal property tax return, unless otherwise indicated by Lessor in writing, and Lessee shall reimburse Lessor, upon demand, for all taxes paid by Lessor with respect thereto. At Lessee's own expense, Lessee shall obtain, prepare and deliver to Lessor: (i) all returns and/or filings required by applicable law pertaining to such governmental taxes, assessments, and/or charges; and (ii) all licenses, certificates, registrations and/or permits required for the ownership, possession and/or use of the Equipment (“Certificates”). Lessee shall maintain and renew all such Certificates, and shall take all steps necessary to avoid the cancellation, suspension and/or revocation of such Certificates, and/or any material adverse amendment thereto.

Lessee shall promptly pay all costs, charges, expenses and obligations of every kind and nature (including reasonable attorneys' fees of outside and in-house counsel) incurred by or on behalf of Lessor regarding the importation, shipment, delivery, possession, use, lease, tax treatment, return, repossession, storage and transfer of any unit of Equipment whenever and however arising, and for any termination and/or amendment of this MLA and for the exercise of any rights or remedies with respect to this MLA. In the event Lessee fails to procure or maintain the insurance required under Section 9 above, or fails to promptly pay any amounts required to be paid by Lessee herein, Lessor shall have the right (but shall not be obligated) to procure such insurance and/or pay such amounts on behalf of Lessee. In such event, Lessee shall promptly reimburse Lessor on demand for the amount thereof. If Lessee fails to pay any amount(s) when due hereunder, such amount(s) shall accrue interest until paid at 18% per annum or the highest rate permitted by law (whichever is lower).

10. [Reserved]

11. LESSEE REPRESENTATIONS AND AGREEMENTS. Lessee represents, warrants and agrees that: (a) Lessee has had for the previous five (5) years (except as previously disclosed to Lessor in writing) the legal name and form of business organization in the state described above; (b) Lessee s chief executive office and notice address, taxpayer identification number and any organizational identification number is as described with its execution of this MLA below; (c) Lessee shall notify Lessor in writing at least thirty (30) days before changing its legal name, state of organization, chief executive office location or organizational identification number; (d) Lessee is duly organized and existing in good standing under the laws of the state of Delaware and all other jurisdictions where legally required in order to carry on its business, shall maintain its good standing in all such jurisdictions (unless the failure to be in good standing would not reasonably be expected to result in a material adverse effect on Lessee), and shall conduct its businesses and manage its properties in compliance in all material respects with all applicable laws, rules or regulations binding, in any jurisdiction, on Lessee including, without limitation, all anti-money laundering laws and regulations; (e) the execution, delivery and performance of this MLA, each Schedule, Lease and Related Agreement to which it is a party has been duly authorized by Lessee, each of which are and will be binding on and enforceable against Lessee in accordance with their terms, and do not and will not contravene any other material instrument or agreement binding on Lessee; and (f) there is no pending litigation, tax or environmental claim, proceeding, written dispute or regulatory or enforcement action (and Lessee shall promptly notify Lessor of any of the same that may hereafter arise) that would reasonably be expected to materially adversely affect any Equipment or Lessee’s financial condition or materially impair its ability to perform its Obligations.

12. FINANCIAL AND OTHER DATA. (a) During any Lease Term, Lessee shall (i) maintain books and records in accordance with generally accepted account principles consistently applied (“GAAP”) and prudent business practice; (ii) promptly provide Lessor, within 120 days after the close of each fiscal year, and upon Lessor’s request, within 45 days of the end of the first three fiscal quarters of Casella Waste Systems, Inc.’s fiscal year, a copy of financial statements for Casella Waste Systems, Inc. requested by Lessor, in each case prepared in accordance with GAAP (in the case of quarterly financial statements, except for the absence of footnotes and subject to year-end adjustments), and (in the case of annual statements) audited by independent certified public accountants and (in the case of quarterly statements) certified by the chief financial officer of Casella Waster Systems, Inc., provided, however, that for so long as

Casella Waste Systems, Inc. is legally and timely filing annual and quarterly financial reports on Forms 10-K and 10-Q with the Securities and Exchange Commission which are readily available to the public, the filing of such reports shall satisfy the foregoing financial statement reporting requirements for such entity; and (iii) furnish Lessor all other financial information and reports and such other information as Lessor may reasonably request concerning Lessee, and Guarantor and their respective affairs, or the Equipment or its condition, location, use or operation.

(b) Lessee represents and warrants that all information and financial statements at any time furnished by or on behalf of Lessee or any Guarantor fairly present in all material respects as of their respective dates, results of operations and the consolidated financial condition of Lessee, unless otherwise disclosed. Subject to Section 12(c) and applicable law, credit and other information regarding Lessee, any Guarantor or their Affiliates, any Lease or Equipment may be disclosed by Lessor to its Affiliates, agents and potential Assignees, notwithstanding anything contained in any agreement that may purport to limit or prohibit such disclosure.

(c) Lessee agrees to maintain the confidentiality of all Information (as defined below), except that Information may be disclosed: (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood and agreed that such disclosures shall be limited those who reasonably need to know the information for the purposes of administering and enforcing Lessor’s rights with respect to this MLA, any Lease or Related Agreement and that the persons or entities to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent requested by any regulatory authority; (iii) to the extent required by any requirement of law, regulation, order, or directive of any governmental entity, or by any subpoena or similar legal process; (iv) to any other party to this MLA; (v) in connection with the exercise of any remedies hereunder or under this MLA, any Lease or Related Agreement or any suit, action or proceeding relating to this MLA, any Lease or Related Agreement or the enforcement of rights hereunder or thereunder; (vi) subject to an agreement containing provisions substantially the same as those of this subsection, to any assignee of, or any prospective assignee of, any of its rights or obligations under this MLA, any Lease or Related Agreement; (vii) on a confidential basis, to any rating agency in connection with rating Lessee or its Affiliates; (viii) with the written consent of Lessee, any Guarantor, or to the extent such Information (x) becomes publicly available other than as a result of a breach of this subsection or (y) becomes available to Lessor on a non-confidential basis from a source other than Lessee or any Guarantor. For the purposes of this Section, “Information” means all information received from Lessee, any Guarantor or any of their Affiliates relating to Lessee, any Guarantor or any of their Affiliates or its or their respective business, other than any such information that is available] to Lessor on a non-confidential basis prior to disclosure by the disclosing party; provided that, in the case of information received from Lessee, any Guarantor or any of their Affiliates after the date hereof (a) all financial statements and other financial information shall be considered confidential and (b) any other information that is clearly identified at the time of delivery as confidential shall be considered confidential. Any person or entity required to maintain the confidentiality of Information as provided in this subsection shall be considered to have complied with its obligation to do so if such person or entity has exercised the same degree of care to maintain the confidentiality of such Information as such person or entity would accord to its own confidential information

13. INDEMNITIES. Lessee’s indemnity and reimbursement obligations set forth below shall survive the cancellation, termination, or expiration of any Schedule, Lease or the MLA

(a) General Indemnity. Notwithstanding the existence of any insurance in favor of Lessor, Lessee shall promptly defend, indemnify and save Lessor harmless from and against all claims, liabilities, losses and expenses whatsoever, including court costs and reasonable attorneys' fees and expenses (together, “Attorneys’ Fees”), in any way relating to or arising out of the Equipment or any Lease at any time, or the ordering, acquisition, rejection, installation, possession, maintenance, use, ownership, condition, destruction or return of the Equipment, including any claims based in negligence, strict liability in tort, environmental liability or infringement. The foregoing collectively called the “Indemnity Claims.” Lessee agrees to give Lessor prompt written notice of any Indemnity Claims described in this Section 12. Notwithstanding the foregoing, Lessee shall not be obligated to indemnify Lessor for any Indemnity Claim to the extent actually and proximately caused by the gross negligence or willful misconduct of Lessor.

(b) Lessee shall pay or reimburse Lessor, and indemnify, defend and hold Lessor harmless from, on an after-tax basis, all taxes, assessments, fees and other governmental charges paid or required to be paid by Lessor or Lessee in any way arising out of or related to the Equipment or any Lease before or during the Lease Term or after the Lease Term following an Event of Default, including foreign, federal, state, county and municipal fees, taxes and assessments, and property, value-added, sales, use, gross receipts, excise, stamp and documentary taxes, and all related penalties, fines, additions to tax and interest charges (“Impositions”), excluding only federal and state taxes based on Lessor's net income. Lessee shall timely pay any Imposition for which Lessee is primarily responsible under law and any other Imposition not payable or not paid by Lessor, but Lessee shall have no obligation to pay any Imposition being contested in good faith and by appropriate legal proceedings, the nonpayment of which does not, in the opinion of Lessor, result in a material risk of adverse effect on the title, property, use, disposition or other rights of Lessor with respect to the Equipment. Upon Lessor's request, Lessee shall furnish proof of its payment of any Imposition. Notwithstanding the foregoing, Lessee shall not be liable for any penalties or interests, or any Impositions, to the extent the same arise as a result of Lessor’s gross negligence or willful misconduct.

(c) Tax Indemnities. This MLA has been entered into on the basis that Lessor shall be entitled to such deductions, credits and other tax benefits as are provided by federal, state and local income tax law to an owner of the Equipment (the “Tax Benefits”) including, without limitation: (1) modified accelerated cost recovery deductions on each item of Equipment under Section 168 of the Code (as defined below) in an amount determined commencing with the taxable year in which the commencement date of the applicable Schedule occurs, using the maximum allowable depreciation method available under Section 168 of the Code, using a recovery period (as defined in Section 168 of the Code) reasonably determined by Lessor, and using an initial adjusted basis which is equal to Lessor's cost of such item; (2) amortization of the expenses paid by Lessor in connection with this MLA on a straight-line basis over the term of the applicable Schedule; and (3) that Lessor's federal taxable income will be subject to the maximum rate on corporations in effect under the Code as of the commencement date of the applicable Schedule.

If on any one or more occasions (1) Lessor shall not have or shall lose the right to claim all or any part of the Tax Benefits, (2) there shall be reduced, disallowed, recalculated or recaptured all or any part of the Tax Benefits, or (3) all or any part of the Tax Benefits is reduced by a change in law or regulation (each of the events described in subparagraphs 1, 2 or 3 of this paragraph will be referred to as a “Tax Loss”), then, upon 30 days written notice by Lessor to Lessee that a Tax Loss has occurred, Lessee shall pay Lessor an amount which, in the reasonable opinion of Lessor and after the deduction of all taxes required to be paid by Lessor with respect to the receipt of such amount, will provide Lessor with the same after-tax net economic yield which was originally anticipated by Lessor as of the commencement date of the applicable Schedule.

A Tax Loss shall occur upon the earliest of: (1) the happening of any event (such as disposition or change in use of an item of Equipment) which may cause such Tax Loss; (2) Lessor's payment to the applicable taxing authority of the tax increase resulting from such Tax Loss; or (3) the adjustment of Lessor's tax return to reflect such Tax Loss.

Lessor shall not be entitled to payment under this Section 13 for any Tax Loss caused by one or more of the following events: (1) a disqualifying sale or disposition of an item of Equipment by Lessor prior to any default by Lessee; (2) Lessor's failure to timely or properly claim the Tax Benefits in Lessor's tax return; (3) a disqualifying change in the nature of Lessor's business or liquidation thereof; (4) a foreclosure by any person holding through Lessor a security interest on an item of Equipment which foreclosure results solely from an act of Lessor; or (5) Lessor's failure to have sufficient taxable income or tax liability to utilize the Tax Benefits.

“Code” shall mean the Internal Revenue Code of 1986, as amended. For the purposes of this Section 13, the term “Lessor” shall include any affiliate group (within the meaning of section 1504 of the Code) of which Lessor is a member for any year in which a consolidated income tax return is filed for such affiliated group. Lessee's obligations under this Section 13 shall survive the expiration, cancellation or termination of this MLA.

14. DEFAULT. Each of the following (a "Default") shall, with the giving of any notice or passage of any time period specified, constitute an “Event of Default” hereunder and under all Leases: (1) Lessee fails to pay any Rent or other amount owing under any Lease within ten (10) days of its due date; (2) Lessee fails to maintain insurance as required herein, or sells, leases, subleases, assigns, conveys, or suffers to exist any lien, charge, security interest or encumbrance of greater priority than those in favor of Lessor on any Equipment, without Lessor’s prior consent, or any Equipment is subjected to levy, seizure or attachment; (3 ) Lessee fails to perform or comply with any other material covenant or obligation under any Lease or Related Agreement and such failure continues for 30 days after written notice thereof by Lessor to Lessee (4) any representation, warranty or other written statement made to Lessor by Lessee in connection with this MLA, any Schedule, Lease, Related Agreement or other Obligation, or by any Guarantor pursuant to any Guaranty in connection herewith (including any representation concerning financial statements) proves to have been incorrect in any material respect when made; (5) Lessee (w) with the exception of intra-company transactions involving only Lessee and/or one of more of its Affiliates (and provided that the surviving entity, if applicable, is the Lessee, a co-lessee or a Guarantor, or the surviving entity executes a co-lessee addendum consummates any merger or consolidation with or sells or transfers all or any substantial portion of its assets to or enters into any partnership or joint venture other than in the ordinary course of business with any entity (x) dies (if a natural person), dissolves, liquidates or ceases or suspends the conduct of business, or ceases to maintain its existence (unless the Lessee liquidates into or transfers any remaining assets to an Affiliate and such Affiliate is or becomes a co-lessee hereunder), (y) if Lessee is a privately held entity, suffers any transaction or series of transactions as a result of which Lessee is not directly or indirectly owned or controlled by Casella Waste Systems, Inc., or (z) if Lessee is a publicly held entity, there shall be a change in the ownership of Lessee’s stock or other equivalent ownership interest such that Lessee is no longer subject to the reporting requirements of, or no longer has a class of equity securities registered under, the Securities Act of 1933 or the Securities Exchange Act of 1934; (6) Lessee undertakes any general assignment for the benefit of creditors or commences any voluntary case or proceeding for relief under the federal bankruptcy code, or any other law for the relief of debtors, or takes any action to authorize or implement any of the foregoing; (7) the filing of any petition

or application against Lessee under any law for the relief of debtors, including proceedings under the federal bankruptcy code, or for the subjection of property of Lessee to the control of any court, receiver or agency for the benefit of creditors if such petition or application is consented to by Lessee or is otherwise not dismissed within 60 days from the date of filing; (8 ) any material default occurs and continues past any applicable grace or cure period under any other Guaranty, lease, credit or other agreement or instrument to which Lessee and Lessor or any Affiliate of Lessor are now or hereafter party; (9) any material default occurs and continues past any applicable grace or cure period under any other debt obligation under any agreement, Guaranty or instrument to which Lessee is a party and under which there is outstanding, owing or committed an aggregate amount greater than $ 30, 000, 000; (10) any attempted repudiation, breach or default of any Guaranty of the Obligations which continues past any applicable grace or cure period; or (11) the occurrence of any event described in clauses (4) through (9) above with reference to any Guarantor. Lessee shall promptly notify Lessor in writing of any Default or Event of Default.

15. REMEDIES. (a) Upon the occurrence of an Event of Default, Lessor may, in its discretion, exercise any one or more of the following remedies with respect to any or all Leases or Equipment: (1) cause Lessee to promptly discontinue use of or disable any Equipment, or to assemble and return any Equipment or other Collateral in accordance with the terms of the applicable Lease; (2) remedy such Event of Default or proceed by court action, either at law or in equity, to enforce performance of the applicable provisions of any Lease; (3) with or without court order, enter upon the premises where Equipment is located and repossess and remove the same, all without liability for damage to such premises or by reason such entry or repossession, except for Lessor’s negligence, gross negligence or willful misconduct; (4) dispose of any Equipment in a public or private transaction, or hold, use, operate or keep idle the Equipment, free and clear of any rights or interests of Lessee therein; (5) recover damages permissible under the UCC for the breach of any Lease, including the payment of all Rent and other amounts payable thereunder (discounted at the Discount Rate with respect to any accelerated future amounts), and all costs and expenses incurred by Lessor in exercising its remedies or enforcing its rights thereunder (including all Attorneys’ Fees); (6) by written notice to Lessee, cancel any Lease and, as liquidated damages for the loss of Lessor’s bargain and not as a penalty, declare immediately due and payable an amount equal to the Stipulated Loss Value applicable to such Leases which Lessee acknowledges to be reasonable liquidated damages in light of the anticipated harm to Lessor that might be caused by an Event of Default and the facts and circumstances existing as of the Acceptance Date of each Lease (7) without notice to Lessee, apply or set-off against any Obligations all security deposits, advance payments, proceeds of letters of credit, certificates of deposit (whether or not matured), securities or other additional collateral held by Lessor or otherwise credited by or due from Lessor to Lessee, in each case, designated by Lessee as additional collateral for the Obligations or (8) pursue all other remedies provided under the UCC or other applicable law. Upon the commencement of any voluntary case under the federal bankruptcy code concerning the Lessee, the remedy provided in clause 6 above shall be automatically exercised without the requirement of prior written notice to Lessee or of any other act or declaration by Lessor, and the liquidated damages described therein shall be immediately due and payable. Lessee shall pay interest equal to the lesser of (a) 12% per annum, or (b) the highest rate permitted by applicable law (“Default Rate") on (i) any amount other than Rent owing under any Lease and not paid when duel (ii) Rent not paid within thirty (30) days of its due date, and (iii) any amount required to be paid upon cancellation of any Lease under this Section 15. Any payments received by Lessor after an Event of Default, including proceeds of any disposition of Equipment, shall be applied in the following order: (A) to all of Lessor’s costs (including Attorneys’ Fees), charges and expenses incurred in taking, removing, holding, repairing and selling or leasing the Equipment or other Collateral or enforcing the provisions hereof; (B) to the extent not previously paid by Lessee, to pay Lessor for any damages then remaining unpaid hereunder; (C) to reimburse Lessee for any sums previously paid by Lessee as damages hereunder; and (D) the balance, if any, shall be retained by Lessor.

(b) No remedy referred to in this Section 15 shall be exclusive, each shall be cumulative (but not duplicative of recovery of any Obligation) and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity, and all such remedies shall survive the cancellation of any Lease. Lessor’s exercise or partial exercise of, or failure to exercise, any remedy shall not restrict Lessor from further exercise of that remedy or any other available remedy. No extension of time for payment or performance of any Obligation shall operate to release, discharge, modify, change or affect the original liability of Lessee for any Obligations, either in whole or in part. Lessor may proceed against any Collateral or Guarantor, or may proceed contemporaneously or in the first instance against Lessee, in such order and at such times following an Event of Default as Lessor determines in its sole discretion. In any action to repossess any Equipment or other Collateral, Lessee waives any bonds and any surety or security required by any applicable laws as an incident to such repossession. Notices of Lessor’s intention to accelerate, acceleration, nonpayment, presentment, protest, dishonor, or any other notice whatsoever (other than notices of Default specifically required of Lessor pursuant to Section 14 above) are waived by Lessee and any Guarantor. Any notice given by Lessor of any disposition of Collateral or other intended action of Lessor which is given in accordance with this MLA at least ten (10) Business Days prior to such action, shall constitute fair and reasonable notice of such action.

16. ASSIGNMENT. This MLA shall inure to the benefit of, and shall be binding upon, the successors and assigns of the parties hereto (whether by operation of law or by agreement) except as provided for herein. Any or all of Lessor's rights and obligations under this MLA (or any part thereof) and/or any or all of Lessor's rights and interest in the Equipment (or any part thereof), may be sold, assigned or pledged to one or more third parties (each, an “Assignee”) without notice to or the consent of Lessee, subject however, to the rights of Lessee and its Affiliates to use and possess the Equipment for so long as no Event of Default has occurred and is continuing. Lessee agrees that any Assignee may enforce its rights independent of the rights of Lessor or any other Assignee under this MLA and the applicable Schedule. Lessee acknowledges that any such sale, assignment, or pledge of any or all of Lessor's rights and/or obligations hereunder and/or rights and interests in the Equipment shall not be deemed to materially change Lessee's duties or obligations hereunder nor increase the burdens or risks imposed on Lessee for purposes of Article 2A of the Uniform Commercial Code. No breach or default by Lessor hereunder shall excuse the full and timely performance by Lessee of its obligations under this MLA or any Schedule to Assignee of Lessor. Lessee agrees to execute a written acknowledgment of the matters set forth herein in favor of (and to the reasonable satisfaction of such successor or assignee) upon request. LESSEE SHALL NOT ASSIGN, TRANSFER, OR PLEDGE ANY RIGHT, INTEREST OR OBLIGATION UNDER THIS MLA (OR ANY PART THEREOF) OR ANY RIGHT OR INTEREST IN THE EQUIPMENT (OR ANY PART THEREOF), EXCEPT AMONG LESSEE AND ONE OR MORE SUBSIDIARIES, AND IN CONNECTION WITH LESSEE’S AND ITS SUBSIDIARIES’ GRANT OF A LIEN ON ALL OR SUBSTANTIALLY ALL OF ITS RESPECTIVE PERSONAL PROPERTY ASSETS, NOR PERMIT THE EQUIPMENT (OR ANY SCHEDULE) TO BE SUBLEASED OR USED BY ANY PARTY OTHER THAN LESSEE, ANY CO-LESSEE THEREOF AND THEIR RESPECTIVE EMPLOYEES. ANY SUCH ASSIGNMENT, TRANSFER, PLEDGE, OR USE SHALL BE DEEMED A DEFAULT HEREUNDER. TO THE EXTENT THIS MLA OR ANY SCHEDULE IS ASSIGNABLE OR ASSUMABLE BY OPERATION OF LAW WITHOUT THE CONSENT OF LESSOR, IT IS AGREED THAT THIS MLA AND ALL SCHEDULES MUST BE ASSIGNED AND ASSUMED TOGETHER IN THEIR ENTIRETY. At Lessor's sole discretion (and without notice to or consent of Lessee), Lessor may sell a participation in this MLA and any Schedule and may distribute information regarding Lessee and this MLA to potential participants, subject to the confidentiality provisions herein.

17. [RESERVED]

18. GOVERNING LAW AND CONSTRUCTION. This MLA, each Lease, and each Schedule shall be construed without regard to any presumption or rule requiring construction against the party causing this MLA to be drafted. If more than one Lessee is named in this MLA (or any Schedule), the liability of such Lessees shall be joint and several. If any provision of this MLA or the application thereof to any party is held invalid or unenforceable for any reason, the other provisions of this MLA and their application shall be unaffected thereby, and shall remain in full force and effect. No delay on the part of Lessor in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; and no single or partial exercise of any right, power or remedy by Lessor hereunder shall preclude any further exercise thereof (or the exercise of any other right, power, or remedy). Any cause of action by Lessee against Lessor relating to this MLA shall be brought within one (1) year after any such cause of action first arises, and Lessee hereby waives the benefit of any longer period provided by statute. The validity, interpretation and enforcement of this MLA shall be governed by the laws of the State of Delaware (irrespective of its choice of laws rules). The parties agree that this MLA and each Schedule are deemed to be executed, effective and performed in the State of Delaware by virtue of Lessor executing and accepting this MLA and each Schedule in such state and all rental payments being paid to Lessor in such state. All claims and other matters relating to this MLA and the Equipment (as between Lessor and Lessee) shall be heard in any state or federal court located in Wilmington, Delaware; and the parties hereby consent to the personal jurisdiction of such courts. Nothing in this Section 18 shall affect or impair Lessor's right to serve legal process in any manner or Lessor's right to bring any action or proceeding against Lessee or the Equipment in the courts of any other jurisdiction.

19. NOTICES; MISCELLANEOUS. The giving of all notices required herein shall be sufficient if made in writing and delivered personally or by reputable courrier, sent via facsimile (transmission confirmed), emailed (receipt confirmed) or mailed to the party involved at the address set forth below (or at such other address as each party may provide in writing. Time is of the essence in the payment and performance of all of Lessee’s Obligations under this MLA, any Schedule or Related Agreement. This MLA, and each Schedule or Related Agreement may be executed in one or more counterparts, each of which shall constitute one and the same agreement. All demands, notices, requests, consents, waivers, and other communications concerning this MLA and any Schedule or Related Agreement shall be in writing and shall be deemed to have been duly given when received, personally delivered or three business days after being deposited in the mail, first class postage prepaid or the business day after delivery to an express carrier, charges prepaid, addressed to each party at the address provided herein, postage prepaid, or at such other address as may hereafter be furnished in writing by such party to the other.

20. MISCELLANEOUS. Subject to the limitations herein, this MLA shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. This MLA and each Schedule may be executed in any number of counterparts, which together shall constitute a single instrument. Only one counterpart of each Schedule shall be marked “Lessor's Original” and all other counterparts shall be marked “Duplicate”. A security interest in any Schedule may be created through transfer and possession only of the counterpart marked “Lessor's Original”. Section and paragraph headings in this MLA and the Schedules are for convenience only and have no independent meaning. The terms of this MLA shall be severable and if any term thereof is declared unconscionable, invalid, illegal or void, in whole or in part, the decision so holding shall not be construed as impairing the other terms of this MLA and this MLA shall continue in full force and effect as if such invalid, illegal, void or unconscionable term were not originally included herein. All indemnity and reimbursement obligations of Lessee under this MLA and all rights, benefits and protections provided to Lessor by warranty disclaimers shall survive the cancellation, expiration or termination of this MLA. Except as otherwise agreed between Lessee and Lessor in writing, Lessee shall reimburse Lessor upon demand for costs and expenses incurred by Lessor in connection with the execution and delivery of this MLA, any Schedule or Related Agreement. Lessee shall reimburse Lessor on demand for all costs (including Attorney’s Fees) incurred by Lessor in connection with Lessee’s exercise of any purchase or extension option under any Lease, or any amendment or waiver of the terms of this MLA or any Schedule or Related Agreement requested by Lessee.

At Lessor’s request, Lessee shall execute, deliver, file and record such financing statements and other documents as Lessor deems necessary to protect Lessor’s interest in the Equipment and to effectuate the purposes of any Schedule or Related Agreement, and necessary to protect Lessor’s interest in the Equipment and to effectuate the purposes of any Schedule or Related Agreement, and Lessee authorizes, and irrevocably appoints, Lessor as its agent and attorney-in-fact, with right of substitution and coupled with an interest, to (i) execute, deliver, file and record any such item, and to take such action for Lessee and in Lessee’s name, place and stead, (ii) make minor corrections to manifest errors in factual data in any Schedule and any addenda, attachments, exhibits, and riders thereto, and (iii) after the occurrence of an Event of Default, enforce claims relating to the Equipment against insurers, Vendors or other persons, and to make adjust, compromise, settle and receive payment under such claims, but without any obligations to do so.

Federal law requires all financial institutions to obtain, verify, and record information identifies each entity that obtains a loan or other financial accommodation. The first time Lessee requests a financial accommodation from Lessor, the Lessor may ask for Lessee’s (or any Guarantor’s) legal name, address, tax ID numbers and other identifying information. Lessee shall promptly provide copies of business licenses or other documents evidencing the existence and good standing of Lessee or any Guarantor requested by Lessor.

21. JURY WAIVER. ALL PARTIES TO THIS MLA WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS MLA. IN NO EVENT SHALL LESSOR HAVE ANY LIABILITY TO LESSEE FOR INCIDENTAL, GENERAL CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. Any cause of action by Lessee against Lessor relating to this MLA shall be brought within one (1) year after any such cause of action first arises, and Lessee hereby waives the benefit of any longer period provided by statute.

22. AMENDMENT. Regardless of any prior, present or future oral agreement or course of dealing, no term or condition of this MLA may be amended, modified, waived, discharged, cancelled or terminated except by a written instrument signed by Lessor and Lessee.

Dated and accepted as of April 20, 2026.

Lessee: Casella Waste Systems, Inc.

Lessor: The Huntington National Bank

By: /s/ Bradford J. Helgeson

By: /s/ Kathy Simmons

Printed Name: Bradford J. Helgeson

Printed Name: Kathy Simmons

Title: Executive Vice President & Chief Financial Officer

Title: Authorized Signer

Principal Address: 25 Greens Hill Lane

Rutland, VT 05701

Principal Address: 525 Vine Street 14th Floor

Cincinnati OH 45202

U. S. PATRIOT ACT DISCLOSURE NOTICE: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you is that: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

ANNEX A

ACCEPTANCE CERTIFICATE AND

TRAC LEASE SCHEDULE NO. ____

TO MASTER LEASE AGREEMENT NO. 68105 DATED ______ (as amended from time to time, “MLA”)

BY AND BETWEEN THE HUNTINGTON NATIONAL BANK (“LESSOR”)

AND THE UNDERSIGNED LESSEE (“LESSEE”)

A. EQUIPMENT ACCEPTANCE. Casella Waste Systems, Inc., or the undersigned Co-Lessee (the “Lessee”) confirms that the Equipment, further described below, has been delivered to Lessee; that the Equipment is of the size, design, capacity and manufacture selected solely by Lessee and meets the provisions of any purchase agreements pursuant to which Lessor has acquired the Equipment; and Lessee irrevocably accepts said Equipment “AS-IS, WHERE-IS” for all purposes of the MLA as of ____________ (“Acceptance Date”) and that Lessee waives any right it may have to revoke its acceptance of the Equipment. Capitalized terms not defined herein shall have the meanings set forth in the MLA.

Manufacturer

Description

Serial No.

Location

Cost

Total Equipment Cost:

$_________

Financed Sales/Use Tax:

$_________

Total Lease Amount:

$_________

B.TITLE TO EQUIPMENT; QUIET POSSESSION. Lessee agrees that Lessor is the lawful owner of the Equipment and that good and marketable title to the Equipment shall remain with Lessor at all times. Lessee at its sole expense will protect and defend Lessor’s good and marketable title to the Equipment against all claims and demands whatsoever except for liens created directly by Lessor This Schedule is intended to be a lease transaction. Lessee shall have no right, title or interest in any of the Equipment except the right to peacefully and quietly hold and use the Equipment in accordance with the terms of the MLA during the Base Term and any renewal thereof unless and until an event of default shall occur.

Notwithstanding the foregoing, at the request of Lessee, the parties hereby agree that for Lessee’s administrative convenience for titling, tickets, fees and the like, Lessee shall be shown on the title as owner, and Lessor shall be shown therein as lien holder. Lessee acknowledges that Lessor remains the real and actual owner of the Equipment and only holds title in trust and for the benefit of Lessor. To reiterate, this is a true lease and shall remain so notwithstanding titling Lessee as owner for convenience, and neither Lessee nor any other party may construe this Lease as other than a true lease under the MLA.

C. LESSEE’S ASSURANCES. Lessee irrevocably and unconditionally: (a) reaffirms all of the terms and conditions of the MLA and agrees that the MLA remains in full force and effect; (b) agrees that the Equipment is and will be used at all times solely for commercial purposes, and not for personal, family or household purposes; and (c) incorporates all of the terms and conditions of the MLA as if fully set forth in this Schedule.

D. TERM. The term of this Acceptance Certificate and TRAC Lease Schedule (“Schedule”) commences on ____________ ("Commencement Date") and expires on ____________ which period is defined as “Base Term”. Lessee or Lessor may terminate this Schedule effective at the expiration of the Base Term or any renewal term, by giving the other party 90 days prior written notice. If notice of termination is not given at least 90 days prior to such expiration, then the Base Term shall be automatically extended for an additional period of three months on the same terms provided for during the Base Term. The last date of the Base Term and any extension is the “Termination Date” with respect to this Schedule. No notice of termination may be revoked without prior written consent of the other party.

E. RENT. As rent for the Equipment described in this Schedule, Lessee shall pay Lessor ____________ consecutive rent payments of $____________ (“Rent”). The first Rent payment shall be due on ____________ and the remaining Rent payments shall be due on the same day of every ____________ thereafter during the Base Term of this Schedule (and any renewal term). Prorated

daily rent shall be paid for any period and portion of cost funded between the Acceptance Date and Commencement Date of this Schedule.

F. PERSONAL PROPERTY TAX/EQUIPMENT LOCATION/INSPECTION/NOTICES. This Schedule is considered a tax lease for personal property tax ("PPT") purposes. Lessor is considered the owner of the leased Equipment for PPT purposes and will report the leased Equipment on Lessor’s PPT returns, if applicable. Lessee should report the Equipment in Lessee’s PPT returns to the taxing authority as being leased equipment not owned by Lessee. Pursuant to the MLA, Lessee is responsible for reimbursing Lessor for all PPT assessed on the Equipment. Lessor will bill Lessee for PPT and applicable sales tax allocable to the Equipment. Except as provided in the MLA or Related Documents, the Equipment shall be located (or based, for movable Equipment such as vehicles) as indicated above and shall not be moved without the prior written consent of Lessor. Lessee shall promptly notify Lessor of all details arising out of any change in the general geographic location in which any item of Equipment is used or in the specific location at which it is kept when not in use, any alleged encumbrances thereon or any accident allegedly resulting from the use or operation thereof. Lessee agrees to comply with Department of Transportation Regulation 396.17 “Periodic Inspection,” at its own cost and expense.

G. TAX INDEMNITY. As established in the MLA, Lessor, as the owner of the Equipment, shall be entitled to such deductions, credits and other benefits as are provided by the Internal Revenue Code of 1986, as amended (hereinafter called the “Code”), to an owner of property. Lessee agrees that neither it nor any corporation controlled by it, directly or indirectly, will at any time take any action or file any returns or other documents inconsistent with the foregoing and that each of such corporations will file such returns, take such action and execute such documents as may be reasonable and necessary to facilitate accomplishment of the intent thereof. Upon request, Lessee agrees to copy and make available for inspection and copying by Lessor such records as will enable Lessor to determine whether it is entitled to the benefit of any amortization or depreciation deduction or tax credit which may be available from time to time with respect to the Equipment. If, under any circumstances or for any reason whatsoever, except for acts of Lessor, (i) Lessor shall become liable for additional tax as a result of Lessee having added an attachment or made an alteration to the Equipment which would increase the productivity or capability of the Equipment so as to violate the provisions of Rev. Proc. 75-21, 1975-1 C.B. 715, as modified by Rev. Proc 79-48, 1979-2 C.B 529 (and as either or both may hereafter be modified or superseded); (ii) the statutory full-year marginal Federal tax rate for corporations with a December 31 tax year-end is greater than the highest corporate tax rate in effect as of the Commencement Date of this Schedule; or (iii) Lessor shall not have or shall lose the right to claim, or there shall be disallowed or recaptured or any portion of the Federal tax depreciation deductions with respect to any item of Equipment based on depreciation of Lessor’s full cost of such item of Equipment and computed on the basis of a method of depreciation provided by the Code as Lessor in its complete discretion may select, then Lessee agrees to pay Lessor upon demand an amount which, after deduction of all taxes required to be paid by Lessor in respect of the receipt thereof under the laws of any federal, state or local government or taxing authority of the United States or of any taxing authority of any foreign country, shall be equal to (1) an amount equal to the additional income taxes which would be paid or payable by Lessor in consequence of the failure to obtain the benefit of a depreciation deduction calculated under the assumption that Lessor’s income is taxed at the highest applicable rate (without regard to the actual taxes paid by Lessor), and (2) any interest and/or penalty which may be assessed in connection with any of the foregoing. The provisions of this Section shall survive the expiration or earlier termination of this Schedule or the MLA.

H. VEHICLES. Lessee hereby agrees to furnish Lessor with the paid receipt copy of all Federal Form 2290s filed for any such vehicle(s) leased from Lessor as proof of payment of federal highway use tax.

I. TERMINAL RENTAL ADJUSTMENT CLAUSE. Lessee represents, warrants, covenants and certifies, under penalty of perjury, that (a) it intends that more than 50% of the use of each item of Equipment will be in a trade or business of Lessee and Co-Lessee; (b) it has been advised that Lessor and not Lessee will be treated as owner of the Equipment for Federal income tax purposes, and thus, agrees to not take any action inconsistent with such treatment; and (c) this Schedule constitutes a "Qualified Motor Vehicle Agreement" as defined in Section 210 of the Tax Equity and Fiscal Responsibility Act of 1982 and Section 7701(h) of the Code.

Lessor and Lessee agree that this Terminal Rental Adjustment Clause provision in this Schedule shall be construed in accordance with the provisions of Section 210 of the Tax Equity Fiscal Responsibility Act of 1982, Public Law 97-248. In the event of any law, Internal Revenue Service regulation, procedure, or ruling of determination determining that the presence of this clause in this Schedule will prevent Lessor from obtaining any of the tax benefits as contemplated herein, Lessor and Lessee agree that this Terminal Rental Adjustment Clause shall be null and void. Lessee agrees that the tax indemnity provisions of this Schedule shall remain in full force and effect.

Purchase Option: Provided no event of default has occurred and then remains uncured, and upon Lessee having provided Lessor with written notice not more than 360 days or less than 90 days prior to expiration of the Base Term, Lessee may irrevocably elect to purchase (the “Purchase Option”) all of Lessor’s right, title and interest in and to all, but not less than all, of the Equipment under this Schedule for a purchase price equal to ____% of the original cost of such Equipment (the "TRAC Purchase Amount") plus all Rent, late charges

and other amounts then due and owing hereunder together with any taxes and other charges related to the sale of the Equipment to Lessee. The TRAC Purchase Amount shall be paid by Lessee to Lessor on or before the Termination Date.

Terminal Rental Adjustment Option: If Lessee chooses not to exercise the Purchase Option, Lessee shall so notify Lessor in writing not more than 360 days or less than 90 days prior to expiration of the Base Term. Thereafter Lessor shall procure bids for the sale of the Equipment on or as of the Termination Date, and shall sell all Equipment for the bid price to the highest responsible cash bidder(s) acceptable to Lessor on an “AS-IS, WHERE-IS”, quitclaim basis (the “Third Party Sale”). Third Party purchasers shall only take possession on or after the Termination Date. Net proceeds from the sale shall be calculated net of any sales or other taxes, fees, and any costs and expenses incurred or payable by Lessor (including, without limitation, cost of putting the Equipment in a condition to be sold, sales commissions, legal fees, expenses of repossession and all other expenses of sale) (the “Net Proceeds”). If from the Third Party Sale, Lessor has received less than the TRAC Purchase Amount then, on the Termination Date, Lessee shall pay Lessor, in addition to all other amounts then due and owing under this Schedule, as a terminal rental adjustment to the final Rent payment under this Schedule, the difference between the Net Proceeds and the TRAC Purchase Amount. If from the Third Party Sale, Lessor has received more than the TRAC Purchase Amount then, on the Termination Date, Lessor shall pay Lessee, as a terminal rental adjustment to the final Rent payment under this Schedule, the difference between the Net Proceeds and the TRAC Purchase Amount.

Any sale or transfer of the Equipment pursuant to this Terminal Rental Adjustment Clause shall be of all of Lessor’s right, title and interest, if any, in and to the Equipment, and shall be “AS-IS, WHERE-IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, and Lessee shall indemnify and hold harmless Lessor from and against all claims and costs arising from the sale or transfer, or from the subsequent use or possession of the Equipment

J. CONDITION ON RETURN. The return provisions in Section 8 of the MLA are incorporated herein by reference.

Lessee hereby acknowledges that any such designated return location is reasonably convenient to Lessee.

K. REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants that: (a) Lessee is a corporation, partnership, limited liability company or proprietorship duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business and is in good standing under the laws of each other state in which the Equipment is or will be located; (b) Lessee has full power, authority and legal right to sign, deliver and perform the MLA, this Schedule and all related documents and such actions have been duly authorized by all necessary corporate, partnership, limited liability membership, or proprietorship action; and (c) the MLA, this Schedule and each related document has been duly signed and delivered by Lessee and each such document constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms.

L. Attached as Exhibit A is a schedule of the Stipulated Loss Value specifying, opposite the Rent installment number (or date), becoming due after an applicable Casualty, Event of Default or other event requiring the calculation of Stipulated Loss Value.

M. INCORPORATION BY REFERENCE. The MLA executed by Lessee is incorporated herein in its entirety, and Lessee hereby reaffirms all of the terms, conditions, representations and warranties contained in the MLA. This Schedule constitutes a separate and independent lease of property from any other schedule. If any provisions of this Schedule conflict with any provisions of the MLA, the provisions of this Schedule shall prevail. Lessee agrees that there are no oral or written agreements with Lessor regarding the Equipment other than the MLA.

Lessee: ________________

Lessor: The Huntington National Bank

By: _____________________________________________ By: _______________________________

Print Name: __________________________________ Print Name: ________________________

Title: _______________________________________ Title: ______________________________

Date: _______________________________________ Date: ______________________________

U. S. PATRIOT ACT DISCLOSURE NOTICE: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

LESSEE’S CERTIFICATION TO TRAC

RE: Schedule No. 101-00______-____, dated as of ______ (the “Lease”) to the Master Lease Agreement, dated as of ______, by and between ________________ (“Lessee”) and The Huntington National Bank (“Lessor”).

In connection with the above referenced Lease, Lessee herby further certifies under the penalties of perjury, that:

1.Lessee intends to use the Equipment more than fifty percent (50%) of the time in Lessee’s and its Affiliates’ trade or business;

2.Lessee has been advised that Lessee will not be treated as the owner of the Equipment leased to Lessee under the Lease for Federal Income tax purposes; and

3.This Certificate is attached to, and incorporated in and made a part of, the Lease.

All capitalized terms used herein and not defined herein shall have the meanings set forth or referred to in the Lease.

IN WITNESS WHEREOF, Lessee has caused this Certification to be executed this ____ day of ____________, 20___.

LESSEE: ________________

By: ________________________________

Name: ______________________________

Title: _______________________________

EXHIBIT A

STIPULATED LOSS VALUE

[TO BE INSERTED]

EX-10.2

Filename: cwst-ex102xmasterleaseadde.htm · Sequence: 3

Document

Addendum to Master Lease Agreement No. 68105

Huntington National Bank (Co-Lessee)

This Addendum (this “Addendum”) is an addendum to that certain Master Lease Agreement No. 68105 dated as of April 20, 2026 (the “Agreement”) by and between The Huntington National Bank (“Lessor”) and Casella Waste Systems, Inc. (“Lessee”), who have determined that it is to their mutual benefit to make certain amendments to the Agreement and each of the Leases and Related Agreements in connection therewith (collectively, the “Lease Documents”). The parties hereto desire that each of the entities executing this Addendum as a Co-Lessee below (together with the Lessee, each a “Co-Lessee” and collectively the “Co-Lessees”) be and become a party to the Agreement and that each may enter into one or more Schedules under the Agreement upon the terms and conditions provided herein. All capitalized terms used herein without definition shall have the respective meaning assigned or referred to them in the Agreement. Accordingly, for good and valuable consideration, intending to be legally bound and pursuant to the terms and conditions of the Agreement, it is hereby agreed as follows:

1. Addition of Co-Lessees. Lessor and Co-Lessees agree that each Co-Lessee is and shall be deemed to be a signatory party to the Agreement effective as of the date thereof, and that: (i) each Co-Lessee may enter into one or more leases of Equipment under the Agreement by executing and delivering to Lessor a Schedule and other Lease Documents with respect thereto; (ii) each Schedule evidences a lease of the applicable Equipment to the applicable Co-Lessee, notwithstanding the designation of other entities as Co-Lesees; and (iii) notwithstanding any single Co-Lessee entering into a Schedule, upon such execution and delivery by any one Co-Lessee, each Co-Lessee shall have all rights to use the Equipment and each shall be jointly and severally obligated with each other Co-Lessee for the payment or performance of any Obligations owing to Lessor under or in respect of each Schedule and the other Lease Documents (the “Lease Obligations”), and all Lease Documents shall constitute the joint and several obligation of each and every Co-Lessee, jointly and severally with any Guarantor that may be liable, directly or indirectly, for the payment or performance of any Lease Obligation. Notwithstanding any provision herein or in the Agreement to the contrary, no Co-Lessee shall have any interest in the Equipment subject to a Schedule, other than the Co-Lessee executing such Schedule. Each and every Co-Lessee may have access to and permitted use of any and all item(s) of Equipment described in any Schedule, regardless of whether such Schedule has been executed by any particular Co-Lessee.

2. Nature of Obligations. Each Co-Lessee’s Lease Obligations owing to Lessor are absolute and unconditional, and shall not be affected, reduced, diminished, released or discharged for any reason (other than the payment and performance of the Lease Obligations in full), including without limitation: (i) any illegality, unenforceability, or invalidity of any Lease Document or Lease Obligations; (ii) any termination, discharge, cancellation, amendment, or modification of the terms of any Lease Document, or any consent, extension, indulgence, compromise, settlement, or complete or partial release of any Co-Lessee or Guarantor with respect to any Lease Obligation; (iii) any exercise or non-exercise of any right, remedy, power, or privilege with respect to any Lease Obligation or any Collateral under any Lease Document; (iv) any voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution or similar proceeding with respect to any Co-Lessee or Guarantor; (v) any defect in title to or condition of any item of Equipment or any Collateral; (vi) any failure of Lessor to create or properly perfect any lien, mortgage, pledge or security interest in any Collateral, any release, subordination, surrender, exchange, deterioration, waste, loss or impairment of such Collateral or Lessor’s interest therein, or any failure of Lessor to exercise reasonable care in the preservation, protection, sale or other treatment of such Collateral; (vii) any merger or consolidation of any Co-Lessee into or with any other entity, or any reorganization of or change in the composition of the shareholders, partners or members of any Co-Lessee; or any termination of or other change in the relationship between any Co-Lessees; (viii) any other action or inaction on the part of Lessor, whether or not such action or inaction prejudices any Co-Lessee or increases the likelihood that any Co-Lessee will be required to pay or perform any Lease Obligation pursuant to the terms of the Lease Documents; and (ix) any other condition or circumstance which might otherwise constitute a legal or equitable discharge, release, defense, or limitation arising out of any laws of the United States of America or any state thereof.

3. Waivers. Each Co-Lessee hereby waives: (a) any right to require Lessor to file suit or proceed to obtain or assert any claim or exhaust remedies against any other Co-Lessee or its assets, or any Collateral or any Guarantor, either before or as a condition to enforcing any of Lessor’s rights and remedies against such Co-Lessee under the Lease Documents, to join any Co-Lessee or Guarantor in any action seeking to enforce the Lease Documents, to marshal assets or allocate the use or benefits of any item of Equipment or any Collateral, or to resort to any other means of obtaining payment or performance of any Lease Obligation; (b) any notice of the execution, delivery or acceptance by Lessor, any Co-Lessee or any other party of any Lease Documents, notice of the amount of credit extended by Lessor to any Co-Lessee at any time, notice of defaults or other non-performance by any Co-Lessee; notice of the acceptance of the Lease Documents by Lessor; notice of Lessor’s demand and presentation for payment upon any Co-Lessee or Guarantor; notice of any other action or inaction on the part of Lessor in connection with the Lease Documents or any Lease Obligation; (c) until all Lease Obligations have been paid or performed in full, any right which such Co-Lessee may have against any other Co-Lessee as the result of the performance by such Co-Lessee of its joint and several obligations under the Lease Documents after the occurrence and during the continuation of an Event of Default, including, but not limited to, contractual, statutory and common law rights of subrogation, reimbursement, indemnification, set-off or contribution; and (d) any defenses which Co-Lessee may have or assert against the enforcement of the Lease Documents or any Lease Obligation based upon suretyship principles or any impairment of Collateral.

4. Representations and Warranties. Each Co-Lessee hereby represents and warrants that it has the form of organization, chief executive office and any organizational identification number indicated below with its execution of this Addendum, and hereby reaffirms all of the representations, warranties and covenants contained in the Agreement concerning such Co-Lessee. Each Co-Lessee further represents and warrants to Lessor that: (a) it has received, or will receive, substantial benefit from the agreements and transactions giving rise to the Lease Obligations, and has received, or will receive, reasonably equivalent value for its undertakings under the Lease Documents; (b) it is not entering into the Lease Documents in reliance on the value or the availability of any of the Collateral or on the basis that any party will be liable to perform any Lease Obligation or that Lessor will look to any other party to perform any Lease Obligation; (c) Lessor has not made any representation, warranty or statement to such Co-Lessee in order to induce it to join and enter into the Lease Documents; (d) such Co-Lessee has adequate means to obtain continuing and sufficient information concerning the financial and business condition of the other Co-Lessees and any

Master Lease Addendum – Co-Lessee

Page 1 of 5

Guarantors in respect of the Lease Obligations; and (e) each and every Co-Lessee may have access to and permitted use of any and all item(s) of Equipment described in any Schedule, regardless of whether such Schedule has been executed by any particular Co-Lessee.

This Addendum shall be deemed a “Related Agreement” as defined in the Agreement, and is subject to all of the terms and provisions applicable to Related Agreements provided in the Agreement. It is expressly agreed by the parties that this Addendum is supplemental to the Agreement and made a part thereof, and that all the terms, conditions and provisions thereof, unless specifically modified herein, shall remain in full force and effect. In the event of any conflict, inconsistency or incongruity between the provisions of this Addendum and any of the provisions of any Lease Document, the provisions of this Addendum shall in all respects govern and control.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed as of April , 2026.

Co-Lessee: Casella Waste Systems, Inc.,

a Delaware corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Executive Vice President and Chief Financial Officer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 2327496

Address: 25 Greens Hill Lane

Rutland, VT 05701

Lessor: The Huntington National Bank

By: /s/ Kathy Simmons

Print Name: Kathy Simmons

Title: Authorized Signer

Co-Lessee: Willimantic Waste Paper Co., Inc.,

a Connecticut corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXXX

Org. ID # 0049984

Address: 121 Chronicle Road

Willimantic, CT 06226

Co-Lessee: Casella Mid-Atlantic, LLC,

a limited liability company, organized under the laws of Delaware with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 7284202

Address: 25 Greens Hill Lane

Rutland, VT 05701

Master Lease Addendum – Co-Lessee

Page 2 of 5

Co-Lessee: Oxford Transfer Station, LLC,

a limited liability company, organized under the laws of Delaware, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 3653351

Address: 200 Leicester Street

Oxford, MA 01537

Co-Lessee: New England Waste Services of N.Y., Inc.,

a New York corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 2047871

Address: 286 Sand Road

Schuyler Fallas, NY 12962

Co-Lessee: Casella Recycling, LLC,

a limited liability company, organized under the laws of Maine, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 20063190DC

Address: 14/24 Bunkerhill Industrial Park

Charlestown, MA 02129

Co-Lessee: Casella Major Account Services, LLC,

a limited liability company, organized under the laws of Vermont, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 0019724

Address: 50 Belden Road

Rutland, VT 05701

Co-Lessee: Casella Waste Management of Pennsylvania, Inc.,

a Pennsylvania corporation, with an organizational identification number

and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 002734222

Address: 19 Ness Lane

Kane, PA 16735

Co-Lessee: Waste Industries of Delaware, Inc. ,

a Delaware corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 4896543

Address: 25 Greens Hill Lane

Rutland, VT 05701

Master Lease Addendum – Co-Lessee

Page 3 of 5

Co-Lessee: Pink Trash Company, LLC,

a limited liability company, organized under the laws of Delaware, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 7545339

Address: 25 Greens Hill Lane

Rutland, VT 05701

Co-Lessee: Waste Industries of Maryland, LLC,

a limited liability company, organized under the laws of Delaware, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 4619185

Address: 25 Greens Hill Lane

Rutland, VT 05701

Co-Lessee: Panichi Holding Corp.,

a New York corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 1878575

Address: 25 Greens Hill Lane

Rutland, VT 05701

Co-Lessee: Valley 82 Holding Corp.,

a New York corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 1498845

Address: 25 Greens Hill Lane

Rutland, VT 05701

Co-Lessee: Casella Waste Management of N.Y., Inc.,

a New York corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 2047872

Address: 58 Clifton Park Road, Suite 200

Clifton Park, NY 12065

Co-Lessee: Casella Waste Management, Inc.,

a Vermont corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 0079205

Address: 25 Greens Hill Lane

Rutland, VT 05701

Master Lease Addendum – Co-Lessee

Page 4 of 5

Co-Lessee: All Cycle Waste, Inc.,

a Vermont corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 0112077

Address: 25 Greens Hill Lane

Rutland, VT 05701

Co-Lessee: Casella Waste Management of Massachusetts, Inc.,

a Massachusetts corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 000679930

Address: 15 Hardscrabble Road

Auburn, MA 01501

Co-Lessee: Pine Tree Waste, Inc.,

a Maine corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 19980957D

Address: 31 Freedom Park

Hermon, ME 04401

Co-Lessee: Waste-Stream, Inc.,

a New York corporation, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 188584

Address: 472 West Parishville Road

Parishville, NY 13676

Co-Lessee: Whitetail Disposal, LLC,

a limited liability company organized under the laws of Pennsylvania, with an organizational identification number and a chief executive office at the address set forth below

By: /s/ Bradford J. Helgeson

Print Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Taxpayer ID # : XX-XXXXXXX

Org. ID # 0003841261

Address: 25 Greens Hill Lane

Rutland, VT 05701

Master Lease Addendum – Co-Lessee

Page 5 of 5

EX-10.3

Filename: cwst-ex103xinterimagreement.htm · Sequence: 4

Document

INTERIM AGREEMENT NO. 1

April 20, 2026

The Huntington National Bank, a national banking association (“Lessor”) and Casella Waste Systems, Inc., a Delaware corporation (individually and collectively with its subsidiaries party thereto, “Lessee”) executed that certain Master Lease Agreement No. 68105 dated of even date herewith (“MLA”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the MLA. Defined terms on Exhibit D are incorporated herein by reference.

From time to time, prior to the commencement of a lease schedule (“Lease Schedule”) under the MLA, Lessor may finance, at the request of Lessee, certain equipment (“Equipment”) from various vendors/manufacturers (each a “Vendor” or collectively, “Vendors”) which shall be leased to the Lessee by Lessor pursuant to the MLA. In no event shall the outstanding amounts disbursed hereunder exceed Twenty Million U.S. Dollars ($20,000,000.00) (the “Maximum Lease Commitment Amount”). Payments for the Equipment may be partial or full payments as required by the Vendor, and as approved by Lessor. A general description of the Equipment to be purchased is set forth below. To request a disbursement hereunder, Lessee shall complete Interim Draw Request(s) on the form attached hereto as Exhibit A (which shall include an Equipment description) and provide it to Lessor with each draw request made hereunder. If there is more than one lessee hereunder, then any authorized signer for any Lessee or Co-Lessee (as defined in the MLA) is authorized to execute such Interim Draw Request(s) on behalf of all applicable Co-Lessees. For the avoidance of doubt, this Interim Agreement (“Agreement”) constitutes a financing relationship between the Lessee and Lessor being entered into in connection with the MLA, including the granting of a security interest provided for therein and applicable to this Agreement. As such, Lessee shall be the owner of all Equipment financed under this Agreement until such time as a Lease Schedule is entered into as contemplated herein. At such time, the terms and conditions contained in the Lease Schedule shall control including the provisions governing Equipment ownership and the rights and obligations associated therewith.

General Description: equipment purchased for use in the business of the Lessee and Co-Lessees to be further specified in one or more Interim Draw Requests.

Lessor and Lessee acknowledge and agree that Equipment purchased as described above and in each Interim Draw Request may, with the agreement of Lessor and Lessee, be placed on one or more Lease Schedules substantially in the form of the attached Exhibit B (or such other form agreed by Lessor and Lessee) with a lease term of 72 months (or such other term as may be agreed by Lessor and Lessee and set forth on a Lease Schedule) and other terms and conditions to be agreed by the parties and described in such Lease Schedule. Notwithstanding anything to the contrary contained herein or in the MLA, at any time prior to the date on which such a Lease Schedule has been executed and delivered by Lessee (or any co-lessee) and Lessor with respect to any Equipment financed hereunder, Lessee may, without notice, prepay in whole or in part any amount advanced by Lessor to or for the benefit of Lessee hereunder without premium or penalty.

Prior to Lessee's acceptance of the Equipment, Lessor agrees (at its sole discretion) to advance funds to a Vendor or to reimburse Lessee for the acquisition of Equipment at the written request of the Lessee subject to the following:

1.There shall be no Event of Default under the MLA.

2.Except as otherwise provided in this Agreement, Lessee shall comply with all applicable terms, conditions, covenants and requirements, including without limitation, insurance requirements, set forth in the MLA with respect to the Equipment. This Agreement is non-cancelable and non-terminable by Lessee and Lessee may not prepay any rents or other obligations hereunder without the written consent of Lessor. Any advance, including the Equipment for which any advance is being made, must be approved by Lessor, in its sole discretion, including by Lessor’s Credit and Asset Management teams.

3.If requested by Lessor, Lessee and the Vendors have executed Lessor's Confirming Purchase Order (or a substitute purchase agreement reasonably satisfactory to Lessor).

4.If requested by Lessor, Lessor shall have received a lien subordination agreement from any creditor of Lessee, in substantially the form attached hereto as Exhibit E, or such other form reasonably acceptable to Lessor.

4. VARIABLE INTEREST RATE.

(a) Lessee shall be charged interest on each Advance on a per diem basis (“Interim Interest”). The interest rate shall change on the same day of each calendar month as the day payments are due hereunder. This Interim Agreement expresses an initial interest rate and an initial index value to four places to the right of the decimal point. This expression is done solely for convenience. The reference sources for the index used by Lessor, as stated in this Interim Agreement, may actually quote the index on any given day to as many as 4 places to the right of the decimal point. Therefore, the actual index value used to calculate the interest rate on and the amount of interest due will be to 4 places to the right of the decimal point.

(b) As of each day of determination, the outstanding amount due hereunder shall bear interest at a rate per annum equal to Term SOFR for such Interest Period plus 0.11448% percentage points (the “Margin”), for the actual number of days elapsed.

(c) Maximum Rate. Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid under this Interim Agreement shall not exceed the maximum rate of non-usurious interest permitted by applicable Laws (the “Maximum Rate”). If the Lessor shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans made hereunder or, if it exceeds such unpaid principal, refunded to the Lessee. In determining whether the interest contracted for, charged, or received by the Lessor exceeds the Maximum Rate, the Lessor may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

(d) [Reserved.]

(e) Lessee understands and agrees that, to the extent the prime rate or another applicable Benchmark Replacement is used to calculate interest on Loans hereunder, the actual interest payable under this Agreement shall be calculated using the applicable nominal interest rate but applied against a “bank year” of 360 days. In other words, interest payable under this Agreement may use the applicable interest rate applied to the actual number of days elapsed in the applicable interest accrual period calculated over or using a 360 day year. Lessee acknowledges this has the practical effect of minimally increasing the nominal interest rate. Lessee will pay Lessor at Lessor's address shown above or at such other place as Lessor may designate in writing.

(f) The Lessor does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation, administration, submission, calculation or selection of, or any other matter related to, the Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Lessor may select information sources or services in its reasonable discretion to ascertain the Benchmark (or any component definition thereof or rates referenced in the definition thereof) pursuant to the terms of this Agreement, and shall have no liability to the Lessee or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error by, or any calculation of any such rate (or component thereof) provided by, any such information source or service.

(g) Increased Costs.

(1)Increased Costs Generally. If any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lessor, (ii) subject the Lessor to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) impose on the Lessor any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by the Lessor, and the result of any of the foregoing (i) through (iii) above shall be to increase the cost to the Lessor of making or maintaining any Loan or of maintaining its obligation to make any Loan, or to reduce the amount of any sum received or receivable by the Lessor hereunder (whether of principal, interest or any other amount) then, upon request of the Lessor, the Lessee will pay to the Lessor such additional amount or amounts as will compensate the Lessor for such additional costs incurred or reduction suffered.

(2)Capital Requirements. If the Lessor determines that any Change in Law affecting the Lessor or its lending office or its holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lessor’s capital or on the capital of the Lessor’s holding company, if any, as a consequence of this Agreement, the Commitment of the Lessor to make Loans or the Loans made by the Lessor, to a level below that which the Lessor or its holding company could have achieved but for such Change in Law (taking into consideration the Lessor’s policies and the policies of the Lessor’s holding company with respect to capital adequacy and liquidity), then from time to time the Lessee will pay to the Lessor such additional amount or amounts as will compensate the Lessor or the Lessor’s holding company for any such reduction suffered.

(3)Certificates for Reimbursement; Delay in Requests. A certificate of the Lessor setting forth the amount or amounts necessary to compensate the Lessor or its holding company as specified in (a) or (b) above and delivered to the Lessee shall be conclusive absent manifest error. The Lessee shall pay the Lessor the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of the Lessor to demand compensation pursuant hereto shall not constitute a waiver of the Lessor’s right to demand such compensation; provided that the Lessee shall not be required to compensate the Lessor pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that the Lessor notifies the Lessee of the Change in Law giving rise to such increased costs or reductions and of the Lessor’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(h) Compensation for Losses. Upon demand of the Lessor from time to time, the Lessee shall promptly compensate the Lessor for and hold the Lessor harmless from any loss, cost or expense incurred by it as a result of (a) any payment or prepayment of any Loan accruing interest at Term SOFR on a day other than the last day of an Interest Period (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) or (b) any failure by the Lessee (for a reason other than the failure of the Lessor to make a Loan) to prepay or borrow any Loan accruing interest at Term SOFR on the date or in the amount notified by the Lessee, including any loss or expense arising from the liquidation or reemployment of funds.

(i)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Lease Document:

(1) Benchmark Transition Event. Following the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Lease Document on such date as may be determined by the Lessor, without any amendment to this Agreement or any other Lease Document or further action or consent of the Lessee.

(2) Benchmark Replacement Conforming Changes. In connection with the adoption or implementation of a Benchmark Replacement, the Lessor will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Lease Document, any such

amendments implementing such Conforming Changes will become effective upon written notice to the Lessee without any further action or consent of any other party to this Agreement.

(3) Notices; Standards for Decisions and Determinations. The Lessor will promptly notify the Lessee of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Any determination, decision or election that may be made by the Lessor pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its reasonable discretion and without consent from any other party hereto.

(j) Inability to Determine Rates. Subject to the Benchmark Replacement section herein, if the Lessor shall determine that (a) Term SOFR for any Interest Period cannot be determined pursuant to the definition thereof or (b) for any reason Term SOFR for any Interest Period does not adequately and fairly reflect the cost to the Lessor of making or maintaining the Loans during such Interest Period, then the Lessor shall promptly give notice thereof to the Lessee. In any such event, the accrual of interest based upon Term SOFR shall be suspended until the Lessor shall notify Lessee that the circumstances causing such suspension no longer exist, and beginning on the date of such suspension, interest shall accrue hereunder at a rate per annum equal to Replacement SOFR plus the Margin or, if the Lessor shall determine that SOFR is subject to any of the circumstances set forth in the foregoing clause (a) or (b) or otherwise cannot be ascertained, the Prime Rate plus a margin (which may be positive or negative) determined by Lessor to preserve Lessor’s anticipated yield hereunder.

If Lessor or an assignee requests compensation under the foregoing provisions, or if the Lessee or its affiliate must pay any Indemnified Taxes or additional amounts to Lessor or assignee, such Person shall use its reasonable best efforts to eliminate or reduce amounts payable by Lessee or its affiliates.

5. PAYMENT OF INTERIM INTEREST. Interim Interest on the amount of each Advance paid by Lessor to Vendor for Equipment to be placed on a Lease Schedule shall be calculated beginning on the date of such Advance, and ending on the date of commencement of the Lease Schedule on which said Equipment is placed, and the total Interim Interest calculated for such Advance shall be due and payable on such date and in lieu of cash payment shall be added to the total capitalized cost of the Lease Schedule (and included in the Total Lease Amount).

6. [Reserved.]

7. If the Lessee has not accepted all of the Equipment identified in a Draw Request to be leased under the applicable Lease Schedule with the Lease Schedule having commenced on or before the Outside Date specified in such Draw Request (the “Interim Term”), Lessor has the right to (a) extend the applicable Interim Term (if approved in its sole and absolute discretion) by providing Lessee a completed interim extension addendum in the form of Exhibit C attached hereto, (b) cancel this Agreement and require the Lessee to immediately reimburse Lessor for all payments made by Lessor to acquire the Equipment to be leased under a Lease Schedule plus pay all amounts due and payable hereunder in good funds, or (c) require the Lessee to immediately reimburse Lessor for all payments made by Lessor to acquire such non-accepted item(s) of Equipment plus pay any amounts due allocable thereto in good funds (the foregoing collectively the “Reimbursement Payment”). In addition, if an Event of Default has occurred and is continuing, Lessor has the right to cancel this Agreement and require the Lessee to immediately reimburse Lessor for all Reimbursement Payments. Upon Lessor's receipt of the Reimbursement Payment, Lessor shall assign to Lessee (without recourse or warranties of any kind) and release its security interest in all of its right, title, and interest in such Equipment. If the Lessee fails to promptly pay Lessor the Reimbursement Payments, Lessor may declare the Lessee in default of this Agreement and the MLA. The Lessee agrees that its obligations hereunder are absolute and unconditional, and not subject to any defense, counterclaim, offset or reduction for any reason whatsoever. In the event the Lessee fails to promptly pay the Reimbursement Payment amount upon written demand, the amount of the Reimbursement Payment shall bear interest until paid at a rate of 2.0% above the otherwise applicable interest rate.

8. Lessee shall pay to Lessor, in addition to any applicable interest hereunder, an Overlimit Fee for each month in which there are outstandings under an Advance hereunder beyond the applicable Interim Term. The Overlimit Fee shall

equal 1% of the outstandings hereunder and shall be due each month until all Equipment funded by such Advance is accepted under an applicable Lease Schedule or until Lessee has paid the Reimbursement Payment to Lessor.

8. [Reserved]

9. The Lessee unconditionally agrees to indemnify and hold Lessor harmless from any and all costs, expenses, claims, fees, or damages (including reasonable attorneys’ fees) incurred by Lessor in connection with its acquisition of the Equipment on behalf of the Lessee hereunder, however arising, absent Lessor’s gross negligence and willful misconduct; and the Lessee agrees it remains solely responsible for the delivery, shipment, installation, construction, insuring and testing of the Equipment at its own risk and expense. The Lessee agrees to reimburse Lessor for all out of pocket costs, fees, and expenses incurred by Lessor (including reasonable attorney’s fees) in connection with this Agreement and enforcement of any of its provisions. To the extent not inconsistent with this Agreement, all the provisions of the Master Lease Agreement are incorporated herein by reference.

10. Each time Lessee submits an Interim Draw Request hereunder, Lessee confirms (i) that the Equipment subject to said draw has been delivered to Lessee (or, if Lessee has requested Lessor to make arrangements to pay for the Equipment before being delivered to and inspected by Lessee, Lessee acknowledges that Lessor is only willing to do so at Lessee’s sole risk and as such the parties agree that Lessee’s obligations under the MLA and this Interim Agreement, are absolute unconditional, and cannot be cancelled); (ii) that the Equipment subject to said draw are of the size, design, capacity and manufacture selected solely by Lessee and the provisions of any purchase agreements pursuant to which the Equipment has been or will be acquired are acceptable to Lessee. Lessee waives any right it may have to revoke its acceptance of the Equipment; (iii) that Lessee promises to pay to the order of Lessor in lawful currency of the United States of America and in immediately available funds, the Maximum Lease Commitment Amount, or so much thereof as shall have been advanced by Lessor pursuant to the terms hereof, together with interest, as provided herein; and (iv) that to secure the Obligations under this Agreement and the MLA, this Agreement creates a security agreement and Lessee hereby grants, conveys, pledges and creates to Lessor liens and continuing security interests (“Lessor Liens”) in, to and on all of Lessee’s right, title, and interest in and to (but none of Lessee’s obligations with respect to) the Equipment and, without limiting the definition of Equipment herein, all accessions thereto, and proceeds thereof. At the direction of Lessor, Lessee shall assist Lessor with any requested lien subordination agreement in substantially the form of Exhibit E or another lien subordination agreement reasonably acceptable to Lessor. Lessor shall and is hereby authorized to file one or more UCC financing statements, liens on certificates of title, and such other lien instruments as Lessor deems appropriate, in a form reasonably satisfactory to Lessor to perfect against the Equipment. Lessee shall pay the cost of filing the same in all public offices wherever filing is deemed by Lessor to be reasonably necessary or desirable. At the request of Lessor, Lessee will authorize and cause to be executed any and all documents which Lessor shall reasonably require in order to effect any of the foregoing or other purposes set forth herein, in the MLA or related documents. At the request of Lessee, Lessor will authorize and cause to be executed any and all UCC termination statements and other documents which Lessee shall reasonably require in order to effect any of the foregoing or other purposes set forth herein, in the MLA or related documents.

No provision of this Agreement may be waived, modified or supplemented except upon the prior written consent of the Lessor and Lessee. This Agreement may be executed in any number of counterparts, which together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, facsimile or any other electronic format (e.g. PDF) shall be effective as delivery of a manually executed counterpart of this Agreement.

ATTORNEYS’ FEES; EXPENSES. Lessee agrees to pay Lessor all reasonable attorneys’ fees and costs incurred by Lessor in the enforcement or collection of this Agreement. This includes, subject to any limits under applicable law, court costs, reasonable attorneys’ fees and legal expenses, whether or not there was lawsuit, including reasonable attorneys’ fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals and all such other amounts as permitted by law.

JURY WAIVER. LESSOR AND LESSEE HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER LESSOR OR LESSEE AGAINST THE OTHER.

GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO (WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS) EXCEPT TO THE EXTENT ANY LAW, RULE OR REGULATION OF THE FEDERAL GOVERNMENT OF THE UNITED STATES OF AMERICA MAY BE APPLICABLE HERETO, IN WHICH EVENT SUCH FEDERAL LAW, RULE OR REGULATION SHALL GOVERN AND CONTROL. THIS AGREEMENT HAS BEEN ACCEPTED BY LESSOR IN THE STATE OF OHIO.

Executed by and between Lessor and Lessee as of the date first written above.

The Huntington National Bank Casella Waste Systems, Inc.

By: /s/ Kathy Simmons By: /s/ Bradford J. Helgeson

Printed Name: Kathy Simmons Printed Name: Bradford J. Helgeson

Title: Authorized Signer Title: Executive Vice President and Chief Financial Officer

CO-LESSEES: All Cycle Waste, Inc., Casella Major Account Services, LLC, Casella Mid-Atlantic, LLC, Casella Recycling, LLC, Casella Waste Management, Inc., Casella Waste Management of Massachusetts, Inc., Casella Waste Management of N.Y., Inc., Casella Waste Management of Pennsylvania, Inc., New England Waste Services of N.Y., Inc., Oxford Transfer Station, LLC, Panichi Holding Corp., Pine Tree Waste, Inc., Pink Trash Company, LLC, Valley 82 Holding Corp., Waste Industries of Delaware, Inc., Waste Industries of Maryland, LLC, Waste Stream, Inc., Whitetail Disposal, LLC, and Willimantic Waste Paper Co., Inc.

By: /s/ Bradford J. Helgeson

Printed Name: Bradford J. Helgeson

Title: Vice President and Treasurer

Dated as of the date first written above

U. S. PATRIOT ACT DISCLOSURE NOTICE: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

EXHIBIT A

INTERIM DRAW REQUEST,

EQUIPMENT DESCRIPTION

CONTRACT NUMBER ______-______

CERTIFICATE NUMBER ___

A.Interim Draw Request

This Interim Draw Request (“Request”) is being entered into in connection with that certain Master Lease Agreement No. 68105 dated on or about ________________ (“Master Lease”) between The Huntington National Bank as Lessor (“Lessor”) and Casella Waste Systems, Inc. as Lessee (“Lessee”) and Interim Agreement No. _________ (the “Interim Agreement”) thereto. Capitalized terms not defined herein shall have the meanings set forth in the Master Lease. This Request is made a part of and incorporated by reference into the Interim Agreement and is hereby made part of the MLA.

You are hereby authorized to disburse interim funds as follows:

Amount: $______________________________

Outside Date:____________________________

Funds should be sent via: (complete one; wire transfer is the preferred method of payment)

Wire Transfer: Bank Name: ______________________________

ABA #: __________________________________

Beneficiary: _______________________________

Account #: _______________________________

Reference Info#: ___________________________

Check: Payee: ___________________________________

Address (*No P.O. Box): ____________________

City, State, Zip: ___________________________

Credit Account: Account Name: ____________________________

Account No.: ______________________________

A copy of the invoice(s) supporting this disbursement is/are attached.

B.Equipment Description and Acceptance

Lessee confirms (i) that the Equipment, further described below, on the attached invoice(s), and/or on a Schedule to this Certificate, has been delivered to Lessee (or, if Lessee has requested Lessor to make arrangements to pay for the Equipment before it is delivered to and inspected by Lessee, Lessee acknowledges that Lessor is only

willing to do so at Lessee’s sole risk and as such the parties agree that as of the date hereof, Lessee’s obligations under the MLA, including the Interim Agreement, are absolute, unconditional, and cannot be cancelled); (ii) that the Equipment is of the size, design, capacity and manufacture selected solely by Lessee and the provisions of any purchase agreements pursuant to which the Equipment has been or will be acquired are acceptable to Lessee; and (iii) that Lessee, upon execution of a Schedule with respect to said Equipment, irrevocably accepts said Equipment “AS-IS, WHERE-IS” for all purposes of the MLA, including the Interim Agreement, as of the date thereof. Lessee waives any right it may have to revoke its acceptance of the Equipment.

Manufacturer

Description

Year

New/Used

Serial No

Location

Cost

Total Equipment Cost:

Financed Sales/Use Tax:

Total Lease Amount:

The Lessee unconditionally agrees to indemnify and hold Lessor harmless from any and all costs, expenses, claims, fees, or damages (including reasonable attorney’s fees) incurred by Lessor in connection with its acquisition of the Equipment on behalf of the Lessee hereunder, however arising, absent gross negligence and willful misconduct; and the Lessee agrees it remains solely responsible for the delivery, shipment, installation, construction, insuring and testing of the Equipment at its own risk and expense. The Lessee agrees to reimburse Lessor for all taxes, costs and fees and expense incurred by Lessor (including reasonable attorneys' fees) in the connection with the Master Lease Agreement and this Agreement and enforcement of any of its provisions. Delivery of an executed counterpart of a signature page of this Request by telecopy, facsimile or any other electronic format (e.g. PDF) shall be effective as delivery of a manually executed counterpart of this Request.

ACKNOWLEDGED AND AGREED this ___ day of _______________ , 20___.

LESSEE: ________________

By: ___________________________________

Title: __________________________________

Date: __________________________________

EXHIBIT B

ACCEPTANCE CERTIFICATE AND

TRAC LEASE SCHEDULE NO. ____

TO MASTER LEASE AGREEMENT NO. 68105 DATED ______ (as amended from time to time, “MLA”)

BY AND BETWEEN THE HUNTINGTON NATIONAL BANK ("LESSOR")

AND THE UNDERSIGNED LESSEE ("LESSEE")

Manufacturer

Description

Serial No.

Location

Cost

Total Equipment Cost:

$_________

Financed Sales/Use Tax:

$_________

Total Lease Amount:

$_________

D. TERM. The term of this Acceptance Certificate and TRAC Lease Schedule (“Schedule”) commences on __________ ("Commencement Date") and expires on __________ which period is defined as “Base Term”. Lessee or Lessor may terminate this Schedule effective at the expiration of the Base Term or any renewal term, by giving the other party 90 days prior written notice. If notice of termination is not given at least 90 days prior to such expiration, then the Base Term shall be automatically extended for an additional period of three months on the same terms provided for during the Base Term. The last date of the Base Term and any extension is the “Termination Date” with respect to this Schedule. No notice of termination may be revoked without prior written consent of the other party.

Lessor and Lessee agree that this Terminal Rental Adjustment Clause shall be null and void. Lessee agrees that the tax indemnity provisions of this Schedule shall remain in full force and effect.

Purchase Option: Provided no event of default has occurred and then remains uncured, and upon Lessee having provided Lessor with written notice not more than 360 days or less than 90 days prior to expiration of the Base Term, Lessee may irrevocably elect to purchase (the “Purchase Option”) all of Lessor’s right, title and interest in and to all, but not less than all, of the Equipment under this Schedule for a purchase price equal to _____% of the original cost of such Equipment (the "TRAC Purchase Amount") plus all Rent, late charges and other amounts then due and owing hereunder together with any taxes and other charges related to the sale of the Equipment to Lessee. The TRAC Purchase Amount shall be paid by Lessee to Lessor on or before the Termination Date.

J. CONDITION ON RETURN. The return provisions in Section 8 of the MLA are incorporated herein by reference.

Lessee hereby acknowledges that any such designated return location is reasonably convenient to Lessee.

LESSEE: _____________________

LESSOR: The Huntington National Bank

By: _______________________________ By: _______________________________

Print Name: ________________________ Print Name: ________________________

Title: _____________________________ Title: _____________________________

Date: _____________________________ Date: _____________________________

U. S. PATRIOT ACT DISCLOSURE NOTICE: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

LESSEE’S CERTIFICATION TO TRAC

In connection with the above referenced Lease, Lessee herby further certifies under the penalties of perjury, that:

1.Lessee intends to use the Equipment more than fifty percent (50%) of the time in Lessee’s and its Affiliates’ trade or business;

2.Lessee has been advised that Lessee will not be treated as the owner of the Equipment leased to Lessee under the Lease for Federal Income tax purposes; and

3.This Certificate is attached to, and incorporated in and made a part of, the Lease.

All capitalized terms used herein and not defined herein shall have the meanings set forth or referred to in the Lease.

IN WITNESS WHEREOF, Lessee has caused this Certification to be executed this ____ day of ____________, 20___.

LESSEE: _____________________

By: ___________________________________

Name: _________________________________

Title: __________________________________

EXHIBIT A

STIPULATED LOSS VALUE

[TO BE INSERTED]

EXHIBIT C

INTERIM EXTENSION ADDENDUM

This Interim Extension Addendum (“Addendum”) is being entered into in connection with that certain Interim Agreement No. _________ dated on or about ______________ (“Interim Agreement”) between The Huntington National Bank as Lessor (“Lessor”) and Casella Waste Systems, Inc. as Lessee (“Lessee”). Capitalized terms not defined herein shall have the meanings set forth in the Interim Agreement.

Subject to all terms and conditions of the Interim Agreement, the Interim Term is hereby extended by up to an additional ___ days so that the Interim Term shall end on [___________, 20__].

The Huntington National Bank

By: ___________________________________

Title: _________________________________

Date: _________________________________

Casella Waste Systems, Inc.

By: ___________________________________

Title: _________________________________

Date: _________________________________

EXHIBIT D

ADDITIONAL DEFINITIONS

“Benchmark” means, initially, the Term SOFR Reference Rate; provided, that if a replacement of the Benchmark has occurred pursuant to the Benchmark Replacement provisions, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate.

“Benchmark Replacement” means, with respect to any Benchmark, the first alternative set forth in the order below that can be determined by the Lender for the applicable Benchmark Transition Event:

(a)Replacement SOFR; or

(b)the sum of (i) the alternate benchmark rate and (ii) the adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Lessor as the replacement for such Benchmark giving due consideration to (x) any selection or recommendation by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention for determining an alternate benchmark rate or adjustment (or method for calculating or determining such adjustment) for the replacement of the then-current Benchmark for Dollar-denominated credit facilities.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and all related documentation.

“Benchmark Transition Event” means (a) the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (i) such administrator has ceased or will cease on a specified date to provide such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark or (ii) such Benchmark is not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks or (b) the Lessor determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Lessor, to make, maintain or fund Loans whose interest is determined by reference to the then-current Benchmark or to determine or charge interest rates based upon the then-current Benchmark.

“Business Day” means any day other than a Saturday, a Sunday, or other day on which the Lessor is authorized or required by Law to be closed.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Code” means the Internal Revenue Code of 1986, as amended and including any successor U.S. federal income tax statutes.

“Co-Lessee” means a co-lessee designated as such in this Agreement or an addendum hereto.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or other notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that the Lessor decides may be appropriate to reflect the adoption and implementation of any such rate and to permit the administration thereof by the Lessor in such manner as the Lessor shall reasonably select.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Dollar” and “$” mean lawful money of the United States.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Lessor or required to be withheld or deducted from payment to the Lessor, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of the Lessor being organized under the laws of, or having its principal office or its lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lessor with respect to an applicable interest in a loan or lease commitment pursuant to a Law in effect on the date on which (i) the Lessor acquires such interest in the Loan or loan or lease Commitment or (ii) the Lessor changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to the Lessor’s assignor immediately before the Lessor became a party hereto or to the Lessor immediately before it changed its lending office; (c) any U.S. federal withholding Taxes imposed pursuant to FATCA; and (d) any Taxes payable in connection with the MLA (and not directly payable as a result of Advances under the Interim Agreement).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such sections of the Code.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Floor” means a rate of interest equal to 0.00 %.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative

powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Lessee or Co-Lessee under any Lease Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

Interest Period” means a period of one (1) month; provided, that any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day. The initial Interest Period shall commence on the date of execution of this Agreement.

“Interim Term” means the period between the date of this Agreement and the Outside Date

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders of, and agreements with, any Governmental Authority.

“Loan” or “Loans” means each draw by Lessee or Co-Lessee under this Agreement.

“Lease Documents” means, collectively, this Agreement and all documentation related hereto.

“Other Connection Taxes” means Taxes imposed as a result of a present or former connection between the Lessor and the jurisdiction imposing such Tax (other than connections arising from the Lessor having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Lease Document, or sold or assigned an interest in any Lease or Lease Documents).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Lease Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outside Date” with respect to any Loan, the “Outside Date” has the meaning ascribed to such term in the applicable Draw Request, or Interim Extension Addendum, as applicable.

“Prime Rate” means the rate of interest publicly announced from time to time by the Lessor as its “prime rate”, which rate may not be the lowest or most favorable rate then being charged commercial Lessees or others by the Lessor. Any change in the Prime Rate announced by the Lessor shall take effect at the opening of business on the day specified in the public announcement of such change. Notwithstanding the foregoing, if the Prime Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and the other Lease Documents.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Replacement SOFR” means SOFR, with the accrual methodology and other conventions for such rate being established by the Lessor in its reasonable discretion; provided, further, that if Replacement SOFR shall

be less than the Floor, then Replacement SOFR shall be deemed to be the Floor for the purposes of this Agreement and the other Lease Documents.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means, with respect to any Interest Period, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate has not been published by the Term SOFR Administrator and a Benchmark Replacement date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day; provided, further, that if Term SOFR as so determined (including pursuant to the foregoing proviso) shall be less than the Floor, then Term SOFR shall be deemed to be the Floor for the purposes of this Agreement and the other Lease Documents. The current Term SOFR rate is [____]% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lessor in its reasonable discretion).

“Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“United States” and “U.S.” mean the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

EXHIBIT E

FORM OF SUBORDINATION AGREEMENT

[Existing Creditor Name and Address]

RE: Casella Waste Systems, Inc.; Subordination of Security Interest

Dear [ ]:

The Huntington National Bank (“Lessor”) has entered or will enter into one or more equipment lease or secured financing arrangements with Casella Waste Systems, Inc. and certain of its subsidiaries (collectively, “Customer”), relating to certain equipment or other personal property more fully described on Annex A attached to this letter (together, the “Collateral”) and in connection with that lease or financing, Lessor may acquire title to and be the owner of the Collateral. Furthermore, in connection therewith, Lessor has filed or will file one or more UCC-1 financing statements (together, “Lessor UCC-1(s)”) and may be listed as lienholder on certificates of title covering the Collateral, together with (i) all accessions to such Collateral, and (ii) proceeds of all of the foregoing, including insurance proceeds, in each case, whether now existing or hereafter arising (together with the Collateral, the “Lessor Property”). Our UCC search results or inquiry of Customer indicate that [_______________] (“Creditor”) may have one or more liens or security interests covering some or all of the Lessor Property. We require, as a condition to extending the above-mentioned lease or secured financing to Customer that Creditor provide this letter agreement.

Accordingly, by signing where indicated below and returning a copy of this letter agreement to us, Creditor: (a) acknowledges and consents to Lessor’s ownership of the Collateral; and (b) acknowledges and agrees that, to the extent that any lien or security interest now existing or hereafter arising in favor of Creditor may be prior to the lien or interest of Lessor in the Lessor Property, and notwithstanding the time or order of filing of UCC-1 financing statements or any purchase money or other priority claim of Creditor, any lien or security interest of Creditor in the Lessor Property is and shall be subject and subordinate in all respects to the ownership interest or security interest of Lessor in such Lessor Property, and Creditor shall not, at any time that Lessor has a security interest in such Lessor Property arising from the equipment lease or secured financing arrangements provided to Customer by Lessor described in this letter, assert any security interest in any of the Lessor Property having parity with or priority over, the interest of Lessor therein. In furtherance thereof, Creditor agrees that: (i) it will not take any action to bar, restrain or otherwise prevent Lessor from inspecting, removing or taking possession of all or any portion of the Lessor Property; and (ii) if Creditor obtains possession of any Lessor Property, Creditor shall promptly notify Lessor and turn over such Lessor Property within a commercially reasonable timeframe upon Lessor’s reasonable written request therefor.

Notwithstanding anything herein to the contrary, this letter shall not constitute a release of any security interest in, or right of offset against, any deposit account or securities account maintained with Creditor or any affiliate of Creditor and this letter shall in no way constitute an account control agreement with respect to any such deposit account or securities account.

This letter agreement shall remain in full force and effect notwithstanding that Lessor or Creditor modifies or amends, by agreement or otherwise, any of their respective agreements with Customer; provided that this letter agreement shall not, unless amended by the parties hereto, increase or amend the Collateral or the Lessor Property. This letter agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Customer, Lessor and Creditor. Nothing contained in this Agreement is intended to affect or limit any security interest or other interest that Creditor may have in the Lessor Property as it relates to parties other than Lessor and its permitted successors and assigns.

Feel free to contact the undersigned with any questions at [Insert HNB Email and Phone Contact]

Sincerely,

The Huntington National Bank

By: ___________________________

Name: _________________________

Title: __________________________

Acknowledged and Agreed to:

[Creditor]

By: ___________________________

Printed Name: ___________________

Title: __________________________

Date: ___________________________

Phone: __________________________

GRAPHIC

Filename: logo_1.jpg · Sequence: 8

Binary file (6039 bytes)

Download logo_1.jpg

GRAPHIC

Filename: logo_2a.jpg · Sequence: 9

Binary file (6039 bytes)

Download logo_2a.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 11

v3.26.1

Cover Page Document

Apr. 20, 2026

Cover [Abstract]

Title of 12(b) Security

Class A common stock, $0.01 par value per share

Entity Address, Address Line One

25 Greens Hill Lane,

Entity Central Index Key

0000911177

Amendment Flag

false

Written Communications

false

Entity Emerging Growth Company

false

Document Type

8-K

Entity Incorporation, State or Country Code

Entity File Number

000-23211

Entity Tax Identification Number

03-0338873

Entity Address, Postal Zip Code

05701

Document Period End Date

Apr. 20, 2026

Entity Registrant Name

Casella Waste Systems, Inc.

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

City Area Code

802

Local Phone Number

775-0325

Entity Address, City or Town

Rutland,

Entity Address, State or Province

Trading Symbol

CWST

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration