Plaintiff's complaint

1. Paragraph 1 is an introduction and does not require an admission or deniaL. To the extent that this introductory paragraph alleges violations by Defendant, New Ventures Associates, LLC ("Defendant" or "New Ventues") of the Preliminary Injunction (the "2006 Order"), Defendant hereby denies said allegations and calls upon Plaintiff to prove same.

2. Paragraph 2 identifies remedies sought by Plaintiff. Defendant denies that it is in violation of the injunctive Orders. Defendant denies the Commonwealth is entitled to attorneys' fees.

PARTIES

3. Defendant admits the allegations contained in Paragraph 3.

4. Defendant admits that the Attorney General is the chief legal officer and calls upon Plaintiff to prove that she can bring this action under M.G.L., c. 12, §§3 and lID.

5. Defendant states that MassDEP's statutory authority speaks for itself and that this paragraph does not require an admission or deniaL.

6. Defendant admits the statements regarding its corporate capacity. Defendant states that it purchased the unlined landfill in 2000 and has been in the process of attempting to close the landfill since 2003 and has been prevented from closure by the Commonwealth and the City of Newburort.

FACTS AND STATEMENT OF THE CONTEMPT
Procedural History

7. Defendant admits that the Commonwealth prepared a complaint against Defendant New Ventues alleging violations of law in connection with its closure of the Crow Lane Landfill (the "Landfill") in February 2006 that was served sometime later.

8. Defendant admits that the 2006 Order was entered into by agreement of Plaintiff and Defendant and amended by agreement. Defendant states that the 2006 Order speaks for itself and that the Commonwealth's characterizations ofthe Preliminar Injunction does not require an admission or deniaL.

9. Defendant admits that a Supplemental Order was entered in September 2007 that speaks
for itself.

10. Paragraph 10 describes the Order and does not require an admission or deniaL.

Relevant Requirements Of The Order And Supplemental Order

11. Defendant states that Paragraph 1 (d) and Appendix A of the 2006 Order speak for themselves regarding requirements for operating the Landfill gas pretreatment system at the Facility and do not require an admission or deniaL. Defendant admits that the objective of the Landfill gas pretreatment system is to treat hydrogen sulfide and other landfill gas emissions prior to discharge.

12. Defendant states that Paragraph I(d) and Appendix A, Section D of the 2006 Order speak for themselves as to the requirements for operating the pretreatment system and do not require an admission or deniaL. Defendant admits that performance standards are contained in said Appendix A regarding hydrogen sulfide removaL.

13. Defendant states that Paragraph 1 (d) and Appendix A of the 2006 Order speak for themselves regarding the operation of the pretreatment system and that this paragraph does not require an admission or deniaL. Defendant denies that the system can or must operate on a continuous basis as it also requires down time for maintenance and exigent circumstances.

14. Defendant states that Paragraph 1 (d) and Appendix A, Section 1 ofthe 2006 Order speak for themselves regarding the requirement for Defendant to submit data and information to the Deparment regarding hydrogen gas emissions and therefore does not require an admission or denial of same.

15. Defendant states that Paragraph I(d) and Appendix A, Section C of the 2006 Order speak for themselves regarding the requirement for a project engineer to observe and monitor certain activities periodically and make reports and therefore does not require an admission or denial of same.

16. Defendant states that Paragraph 11 of the 2006 Order speaks for itself regarding the number of pretreatment vessels on site. Defendant denies that there is a requirement that the pretreatment vessels remain in place and completely intact at the site on a continuous basis because it does not take into account maintenance or disposaL.

17. Defendant states that Paragraph 1 (1) and Appendix A, Section H of the Order speaks for
themselves regarding the requirement for Defendant to staff the Facility on a continuous basis and therefore this Paragraph does not require an admission or deniaL. Defendant also states that Paragraph 1 (1) and Appendix A speak for themselves regarding Defendant's requirement to respond to odor complaints from the neighborhood and therefore does not require an admission or deniaL.

18. Defendant states that Paragraph 1 (1) and Appendix A, Section F of the 2006 Order speak for themselves regarding the requirement for Defendant to operate a meteorological station at the Landfill and therefore this paragraph does not require an admission or deniaL.

19. Defendant states that Paragraph I(u) of the 2006 Order speaks for itself regarding management of leachate at the Facility and does not require an admission or deniaL.

20. Defendant states that Paragraph 1 (v) of the 2006 Order speaks for itself with regard to the
requirement to maintain the leachate control system and that no admission or denial is required. Defendant denies that the leachate control plans required New Ventures to maintain the leachate tans at 75% of their capacity and calls upon Plaintiffs to prove same.

21. Defendant states that Paragraphs IG) and 1 (v) and Appendix B of the 2006 Order speak for themselves with regard to the requirement to maintain tars over the C&D material and to maintain the one (1') foot of clay-like soil over the Phase IA area, and therefore do not require an admission or deniaL. Defendant denies that both tarps and one foot of cover are required on the Landfill Phase lA area.

22. Defendant states that Paragraph 13 of the Order speaks for itself and denies that the 2006
Order is applicable because according to the Department's decisions denying force majeure claims, the Landfill cannot be closed in accordance with the 2006 Injunction and is no longer operative. Defendant fuher states that the Department drafted a new agreement for closure completion to reflect that the 2006 Order is no longer operative.

23. Defendant admits that the DEP ordered New Ventures to shut down the placement of C&D material at the Landfill in June 2007 and that the shutdown is stil in effect. Defendant denies that it was or is in violation of the 2006 Order.

24. Defendant denies the allegations contained in Paragraph 24 based upon the above.

25. Defendant denies the allegations contained in Paragraph 25 based upon the above.

New Ventures' Recent Violations of the Order and Supplemental Order and the August 26,2008 Notice of Violations

26. Defendant admits that the Commonwealth and New Ventues negotiated an agreement that, if executed, would settle the underlying action as stated in its answer to Paragraph 22. Defendant states that the agreement has not been executed by either pary and therefore any characterizations of said proposed agreement are irrelevant. Defendant admits that it will not execute a new agreement that requires Defendant to close the Landfill in a specified time unless and until the City of Newburort allows the Landfill to be closed.

27. Defendant denies that the Landfill is creating a public health threat despite alleged odor complaints or of alleged violations.

28. Defendant admits that MassDEP sent a letter on August 26, 2008 that speaks for itself.
Defendant states that it responded to said letter and that there is no public health threat caused by the alleged violations. Defendant admits that when a new agreement is executed, there will be compliance requirements.

29. Defendant canot admit nor deny how many inspections were performed by MassDEP
personneL. Defendant states the Landfill gas pretreatment system is compliant unless it is down for maintenance purposes.

30. Defendant can neither admit nor deny the number oflandfill inspections performed by MassDEP personnel and calls upon Plaintiff to prove same. Defendant states that the enclosed flare is only shutdown for puroses of maintenance or exigent circumstances and is presently operating.

31. Defendant can neither admit nor deny the allegations contained in this paragraph and calls upon Plaintiff to prove same. Defendant denies that there is a public health threat associated with the alleged violations.

32. Defendant can neither admit nor deny the number of inspections performed by MassDEP
personnel referenced and calls upon Plaintiff to prove same. Defendant states that the Landfill gas pretreatment system has been operating to prevent any threats to public health or safety and denies that there are any public health threats associated with the alleged violations.

33. Defendant can neither admit nor deny the number of investigations performed by MassDEP regarding the odor complaints, denies that it does not respond to odor complaints and calls upon Plaintiff to prove the same.

34. Defendant denies the allegations contained in ths paragraph and calls upon Plaintiff to prove same. Defendant denies that there are any public health threats associated with the alleged violations.

35. Defendant states that it is not required to perform weekly status reports when the Landfill is not operating and since the Injunction is no longer in effect.

36. Defendant denies the allegations contained in Paragraph 36.

37. Defendant denies the allegations contained in Paragraph 37.

38. Defendant denies that it is required to maintain tarps on the property when it is covered with clay-like soil materials.

39. Defendant can neither admit nor deny that the inspections took place by any MassDEP
personnel on the dates included in said paragraph and calls upon Plaintiff to prove same.
Defendant states that the meteorological station at the Landfill has been maintained.

40. Defendant can neither admit nor deny the allegations contained in this paragraph that
Landfill inspections took place on the dates identified and calls upon Plaintiff to prove same. Defendant states that the digital flow meter which is par of the Landfill gas pretreatment system has been repaired and is operating. Defendant fuher denies that there are public health threats associated with the alleged violations and denies that the 2006 Order is stil in effect.

41. Defendant can neither admit nor deny that Landfill inspections took place on the dates
contained in this paragraph and calls upon Plaintiff to prove same. Defendant denies that it has failed to maintain the berm or temporary storm water controls.

Current Contempt

42. Defendant denies the allegations contained in Paragraph 42.

43. Defendant can neither admit nor deny that inspections took place by MassDEP personnel
on the dates included in this paragraph and calls upon Plaintiff to prove same. Defendant states that the pretreatment system is operating. Defendant denies that it is required by the regulations to maintain airtight treatment vessels. Defendant states that treatment vessels are not required at all C&D landfills.

44. Defendant can neither admit nor deny that Landfill inspections by MassDEP personnel took place on the dates identified in this paragraph and calls upon Plaintiff to prove same. Defendant states that the pretreatment system is operating correctly. Defendant states that there are no public health impacts from the alleged violations.

45. Defendant can neither admit nor deny a review by MassDEP personnel took place on the
dates included in this paragraph. Defendant denies that it has ignored or failed to respond to odor complaints.

46. Defendant denies the allegations contained in Paragraph 46 and denies that there are any
public health impacts from the treatment and discharge.

47. Defendant denies that it is required to submit weekly status reports when the Landfill has not accepted C&D materials for eighteen (18) months.

48. Defendant denies the allegations contained in Paragraph 48.

49. Defendant denies that it is required to pump the leachate tans when they are at 75% capacity and calls upon Plaintiff to prove same.

50. Defendant denies that foul smelling leachate has migrated across the Landfill and into stormwater collection basins and calls upon Plaintiff to prove same.

51. Defendant denies that it has violated the leachate pumping provision since the Preliminary Injunction is not in effect.

52. Defendant can neither admit nor deny that inspections took place on the dates contained in this paragraph and calls upon Plaintiff to prove same. Defendant denies that it is required to place tarps on the areas in question.

53. Defendant can neither admit nor deny that investigations by MassDEP personnel took place on the dates referenced in this paragraph and calls upon Plaintiff to prove same. Defendant denies that it is not collecting meteorological data at the LandfiL.

54. Defendant denies that the digital flow meter is not operating.

55. Defendant denies the allegations contained in Paragraph 55.

56. Defendant denies the allegations contained in Paragraph 56.

COUNT I
Violation of the Order and Supplemental Order

57. Paragraph 57 is a summary paragraph that does not require an admission or deniaL. Defendant hereby incorporates by reference its responses, answers and statements contained in Paragraphs 1-56, above.

58. Defendant denies the allegations contained in Paragraph 58.

59. Defendant denies the allegations contained in Paragraph 59.
60. Defendant denies the allegations contained in Paragraph 60.
61. Defendant denies the allegations contained in Paragraph 61.
62. Defendant denies the allegations contained in Paragraph 62.
63. Defendant denies the allegations contained in Paragraph 63.
64. Defendant denies the allegations contained in Paragraph 64.
65. Defendant denies the allegations contained in Paragraph 65.
66. Defendant denies the allegations contained in Paragraph 66.
67. Defendant denies the allegations contained in Paragraph 67.
68. Defendant denies the allegations contained in Paragraph 68.
69. Defendant denies the allegations contained in Paragraph 69.
70. Defendant denies the allegations contained in Paragraph 70.
71. Defendant denies the allegations contained in Paragraph 71.
72. Defendant denies the allegations contained in Paragraph 72.

Relief Sought

73. Defendant requests that the Court deny all requests for relief sought by the Plaintiff.

AFFIRMATIVE DEFENSES

First Affrmative Defense

Plaintiff fails to state a cause of action for which relief can be granted.

Second Affirmative Defense

The Preliminary Injunction cited by the Plaintiff expired at the time when the Plaintiff denied Defendant's request for the application of its force majeure clause in 2007 in order to close the Facility under the 2006 Preliminary Injunction. Once the force majeure was denied by the Department and the time periods for closure passed without completion, the Injunction ceased to be legally applicable.

Third Affirmative Defense

In the absence of the Preliminary Injunction, New Ventues is not under any affirmative obligation to perform the tasks identified throughout the Complaint. In the absence of a legal
agreement or otherwse applicable Preliminary Injunction, the violations cited of the Preliminary
Injunction are without foundation.

Fourth Affirmative Defense

Defendant operates the Landfill gas treatment system in accordance with appropriate standards.
Fifth Affirmative Defense

The 2006 Order was based upon a closure completion by the middle of 2007 with loam and seeding completed prior to the end of calendar year 2007. Plaintiff s actions have prevented
Defendant from complying with the 2006 Order, including its demand for additional analysis of
the berm.

Sixth Affrmative Defense

Plaintiffs actions have resulted in Defendant's alleged noncompliance.

Seventh Affirmative Defense

There is no demonstrated clear violation of a valid 2006 Order.

Eighth Affrmative Defense

As a matter of equity, Plaintiffs actions have not promoted closure and have increased Defendant's costs without allowing revenue producing material at the LandfilL.

PRAYER FOR RELIEF

The Plaintiffs complaint should be denied because its actions in refusing to allow the closure of the Landfill has frstrated the purose and intention of the Injunction and prevents Defendant from performing the functions asserted to in the Complaint.

Respectfully Submitted
New Ventures Associates, LLC
By Its Attorney,
Richard A. Nylen, Jr., Esq.
(BBO# 375280)
Lynch, DeSimone & Nylen, LLP
12 Post Office Square, Suite 600
Boston, MA 02109
(617) 348-4500

Dated: December 19, 2008