SUPPLEMENTAL INDENTURE

Exhibit 4.1

 

SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 12, 2007, among U.S.A. Recycling Holdings L.L.C., U.S.A. Recycling L.L.C. and Freedom Recycling Holdings, LLC, each a Florida limited liability companies (each a “Guaranteeing Subsidiary”), each a subsidiary of Waste Services, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) party to the Indenture on the date hereof and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 30, 2004, providing for the issuance of 91/2% Senior Subordinated Notes due 2014 (the “Notes”);

 

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2. Agreement To Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.

 

3. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of each Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guarantor (including each Guaranteeing Subsidiary) under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

 

4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 

5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company.

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

 

U.S.A. RECYCLING HOLDINGS L.L.C.

 

Ivan R. Cairns
Vice President and Secretary

 

U.S.A. RECYCLING L.L.C.

 

Ivan R. Cairns

Vice President and Secretary

 

FREEDOM RECYCLING HOLDINGS, LLC

 

Ivan R. Cairns

Vice President and Secretary

 

WASTE SERVICES, INC.

 

Ivan R. Cairns

Executive Vice President, General

Counsel and Secretary

 

WASTE SERVICES OF FLORIDA, INC.

 

Ivan R. Cairns

Vice President and Secretary

PRO DISPOSAL, INC.

 

Ivan R. Cairns

Vice President and Secretary

 

SLD LANDFILL, INC.

 

Ivan R. Cairns

Vice President and Secretary

 

SUN COUNTRY MATERIALS, LLC

 

Ivan R. Cairns

Vice President and Secretary

 

LIBERTY WASTE, LLC

 

Ivan R. Cairns

Vice President and Secretary

 

TAFT RECYCLING, INC.

 

Ivan R. Cairns

Vice President and Secretary

SANFORD RECYCLING AND TRANSFER, INC.

 

Ivan R. Cairns

Vice President and Secretary

 

JACKSONVILLE FLORIDA LANDFILL, INC.

 

Ivan R. Cairns

Vice President and Secretary

 

JONES ROAD LANDFILL AND RECYCLING, LTD.

by its General Partner,
JACKSONVILLE FLORIDA LANDFILL, INC.

 

Ivan R. Cairns

Vice President and Secretary

 

OMNI WASTE OF OSCEOLA COUNTY LLC

 

Ivan R. Cairns

Manager

 

WASTE SERVICES OF ARIZONA, INC.

 

Ivan R. Cairns

Vice President and Secretary

WASTE SERVICES LIMITED PARTNER, LLC

 

Ivan R. Cairns

Manager

 

WS GENERAL PARTNER, LLC
by its Sole Member,

WASTE SERVICES, INC.

 

Ivan R. Cairns

Executive Vice President, General

Counsel and Secretary

 

RUFFINO HILLS TRANSFER STATION LP

 

Ivan R. Cairns

Vice President and Secretary

 

FORT BEND REGIONAL LANDFILL LP

 

Ivan R. Cairns

Vice President and Secretary

 

WSI WASTE SERVICES OF TEXAS, LP

 

Ivan R. Cairns

Vice President and Secretary

 

WASTE SERVICES OF ALABAMA, INC.

 

Ivan R. Cairns

Vice President and Secretary

 

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee

 

Name: Joseph P. O’Donnell

Title: Vice President