Item 1.01 Entry into a Material Definative Agreement.



On June 1, 2022, Casella Waste Systems, Inc. (the "Company") completed a
financing transaction pursuant to which the Company incurred indebtedness in the
principal amount of $35.0 million. The transaction involved the issuance by
Vermont Economic Development Authority (the "Issuer") of $35.0 million principal
amount (the "Series 2022A-1 Bonds") of the aggregate $60.0 million of the
Issuer's Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc.
Project) Series 2022 (the "Bonds"). The Series 2022A-1 Bonds were issued
pursuant to the Indenture, dated as of June 1, 2022, and entered into on June 1,
2022 (the "Indenture"), between the Issuer and U.S. Bank Trust Company, National
Association, as trustee (the "Trustee"). The proceeds of the Series 2022A-1
Bonds were loaned to the Company pursuant to a Loan Agreement, dated as of June
1, 2022, and entered into on June 1, 2022 (the "Loan Agreement"), between the
Issuer and the Company, to finance and/or reimburse certain costs of certain
capital projects in the State of Vermont and to pay certain costs of issuance of
the Series 2022 A-1 Bonds. The Loan Agreement requires the Company to pay
amounts from time to time owing with respect to the Bonds. Additional Bonds (as
defined in the Indenture) in an aggregate principal amount which, together with
the Series 2022A-1 Bonds, does not exceed $60.0 million may be issued under the
Indenture and the proceeds thereof loaned to the Company, subject to the terms
and conditions of the Indenture and the Loan Agreement, market conditions and
other factors.

The Series 2022A-1 Bonds were issued on June 1, 2022 and will mature, subject to
earlier optional or mandatory tender, on June 1, 2052. The Series 2022A-1 Bonds
bear interest at the initial term interest rate of 5.000% per annum until the
end of the initial interest rate period ending on May 31, 2027. After the end of
the initial term interest rate period, the Series 2022A-1 Bonds may be converted
to a variable (daily or weekly) interest rate period or to a new term interest
rate period.

On June 1, 2027, and any other conversion date and on certain other dates
specified in the Indenture, each holder of the Series 2022A-1 Bonds is required
to tender the Bonds held by it for purchase and the Bonds are required to be
purchased. BofA Securities, Inc., as remarketing agent for the Bonds (the
"Remarketing Agent"), is required (except as otherwise provided in the
Remarketing Agreement between the Company and the Remarketing Agent) to use its
best efforts to remarket any Bonds tendered for purchase. Funds for the payment
of the purchase price of any Bonds so purchased will be paid from the proceeds
of any such resale or, to the extent such funds are insufficient, from the
proceeds of a letter of credit, if the Bonds bear interest at a variable
interest rate and are supported by a letter of credit at such time, or from
payments made by the Company pursuant to the Loan Agreement or by the guarantors
named in the Guaranty (as hereinafter defined).

The Loan Agreement contains standard representations, covenants and events of
default for transactions of this type. Events of default under the Loan
Agreement include a failure to make any loan payment or purchase price payment
when due and the failure to observe and perform other covenants, conditions, or
agreements under the Loan Agreement or related note that continues for a period
of 60 days after notice. The Company's indebtedness under the Loan Agreement may
be accelerated upon the occurrence of an event of default. Additionally, while
any Bonds are in a term interest rate period and are not supported by a letter
of credit, (i) a change of control would require the Company to offer to
repurchase the Bonds and (ii) the obligations under the Bonds can be accelerated
if (a) the Company's obligations under its senior credit facility have been
accelerated or (b) if such obligations have been discharged, the Company's
obligations under any indebtedness in the principal amount of $30.0 million or
more have been accelerated.

The Series 2022A-1 Bonds (as long as they are in a term interest rate period)
are guaranteed by substantially all of the subsidiaries of the Company pursuant
to a Guaranty Agreement, dated as of June 1, 2022, and entered into on June 1,
2022, jointly and severally by and among all or substantially all of the
Company's subsidiaries as guarantors and the Trustee (the "Guaranty"). Pursuant
to the Guaranty, each guarantor will guarantee to the Trustee for the benefit of
the owners and beneficial owners of the Series 2022A-1 Bonds the full and prompt
payment of (i) the principal of and redemption premium, if any, on the Series
2022A-1 Bonds when and as the same become due; (ii) the interest on the Series
2022A-1 Bonds when and as the same becomes due; (iii) the purchase price of
Series 2022A-1 Bonds tendered or deemed tendered for purchase pursuant to the
Indenture; and (iv) all loan payments and purchase price payments due or to
become due from the Company under the Loan Agreement (collectively, the
"Guaranteed Obligations"). The obligations of each guarantor under the Guaranty
will (subject to the release provisions contained therein or the conversion of
the Series 2022A-1 Bonds to a variable interest rate period) remain in full
force and effect until the entire principal payment of, redemption premium, if
any, and interest on or purchase price of the Series 2022A-1 Bonds have been
paid or provided for according to the terms of the Indenture and all other
Guaranteed Obligations have been paid and satisfied in full.

The Series 2022A-1 Bonds were issued as tax-exempt bonds. If the Company or the
Issuer do not comply with certain of their respective covenants under the
Indenture, the Loan Agreement or the tax compliance agreement, as applicable, or
if certain representations or warranties made by the Company in the Loan
Agreement or in certain related certificates are false, then the interest on the
Bonds may become includable in gross income for federal income tax purposes
retroactively to the date of original issuance of the Bonds. If the Bonds are
declared to be taxable or the Loan Agreement is determined to be invalid, the
Indenture provides that the Bonds are subject to mandatory redemption within 60
days thereafter at a redemption price equal to 100% of the principal amount
thereof, without premium, plus accrued interest to the date of redemption.
                                       2
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A copy of the Loan Agreement is filed as Exhibit 4.1 to this Current Report on
Form 8-K and is incorporated herein by reference as if fully set forth herein.
The description of the Loan Agreement set forth above is qualified in its
entirety by reference to the full text of the Loan Agreement filed herewith. A
copy of the Guaranty is filed as Exhibit 4.2 to this Current Report on Form 8-K
and is incorporated herein by reference as if fully set forth herein. The
description of the Guaranty set forth above is qualified in its entirety by
reference to the full text of the Guaranty filed herewith.

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 Loan Agreement and the Guaranty 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 No.          Exhibit Description

      4.1              Loan Agreement, dated as of June 1, 2022, between

Vermont Economic Development


                       Authority and Casella Waste Systems, Inc.

      4.2              Guaranty Agreement, dated as of June 1, 2022, by and

between the guarantors


                       named therein and U.S. Bank Trust Company, National

Association, as trustee



    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.

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