EX-4.2 Lender Addendum



 





Exhibit 4.2






LENDER ADDENDUM




          THIS LENDER ADDENDUM, dated as of August 14, 2007 (this “Agreement”), by and among
BANK OF AMERICA, N.A. (the “Lender”), WASTE SERVICES (CA) INC., an Ontario corporation
(“WSCA”), WASTE SERVICES, INC., a Delaware corporation (the “Borrower”), LEHMAN
COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative
Agent”), and Canadian Imperial Bank of Commerce, as Canadian agent (in such capacity, the
“Canadian Agent”).




RECITALS:




          WHEREAS, reference is hereby made to the Second Amended and Restated Credit Agreement, dated
as of December 28, 2006 (as amended by the First Amendment, dated as of April 12, 2007, and as it
may be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement’’; the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among WSCA, the Borrower, the lenders party thereto from time to time, the
Administrative Agent, the Canadian Agent, Lehman Brothers Inc., as Arranger, CIBC World Markets
Corp., as Syndication Agent, and Bank of America, N.A., as Documentation Agent; and




          WHEREAS, pursuant to Section 2.4(e) of the Credit Agreement, the Borrower and WSCA may
increase the existing Canadian Revolving Credit Commitments by entering into one or more lender
addenda with the new Canadian Revolving Credit Lenders.




          NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




          The Lender hereby agrees to commit to provide its new Canadian Revolving Credit Commitment as
set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:




          The Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan
Documents, together with copies of the financial statements referred to therein and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this lender addendum (this “Lender Addendum”); (ii) confirms that it is an
existing Lender (as defined in the Credit Agreement); (iii) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Lender (as defined in the Credit
Agreement) or Agent and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iv) appoints and authorizes the Administrative Agent and each other Agent to take such
action as agent on its behalf and to exercise such powers under the Credit Agreement and the other
Loan Documents as are delegated to Administrative Agent and each other Agent, as the case may be,
by the terms thereof, together with such powers as are reasonably incidental thereto; and (v)
agrees that it will perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender (as defined in the
Credit Agreement).




          The Lender hereby agrees to make its new Canadian Revolving Credit Commitment on the following
terms and conditions:





	1.	 	Proposed Commitment Increase. This Lender Addendum represents the Borrower’s request to
increase the Canadian Revolving Credit Commitments as follows (the “Proposed Commitment
Increase”):




 









 












	 	a.	 	Business Day of Proposed Commitment Increase: August 14, 2007






	 	b.	 	Amount of Proposed Commitment Increase: $5,000,000






	2.	 	Credit Agreement Governs. Except as set forth in this Lender Addendum, New Canadian
Revolving Credit Loans shall otherwise be subject to the provisions of the Credit Agreement
and the other Loan Documents.






	3.	 	WSCA’s and Borrower’s Certifications. By its execution of this Lender Addendum, the
undersigned officer, to the best of his or her knowledge, WSCA and the Borrower hereby certify
that:






	 	i.	 	Each of the representations and warranties made by any Loan
Party in or pursuant to the Loan Documents are true and correct in all material
respects on and as of the date hereof as if made on and as of the date hereof,
except for representations and warranties expressly stated to relate to a
specific earlier date, in which case such representations and warranties were
true and correct as of such earlier date;






	 	ii.	 	No event has occurred and is continuing or would result from
the consummation of the Proposed Commitment Increase contemplated hereby that
would constitute a Default or an Event of Default;






	 	iii.	 	The Proposed Commitment Increase is permitted under the Senior
Subordinated Notes Indenture; and






	 	iv.	 	Each of WSCA and the Borrower has performed in all material
respects all agreements and satisfied all conditions which the Credit Agreement
provides shall be performed or satisfied by it on or before the date hereof.






	4.	 	Borrower Covenants. By its execution of this Lender Addendum, Borrower hereby covenants that
it shall (i) deliver or cause to be delivered an executed legal opinion from Canadian counsel
to the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent,
together with all other legal opinions and other documents reasonably requested by the
Administrative Agent in connection with this Lender Addendum, and (ii) pay to the Lender a fee
equal to 0.375% of the aggregate principal amount of such Lender’s new Canadian Revolving
Credit Commitment.






	5.	 	Notice. For purposes of the Credit Agreement, the initial notice address of each new
Canadian Revolving Credit Lender shall be as set forth below its signature below.






	6.	 	Recordation of the New Canadian Revolving Credit Commitments. Upon execution and delivery
hereof, the Administrative Agent will record the new Canadian Revolving Credit Commitment made
by the Lender in the Register.






	7.	 	Amendment, Modification and Waiver. This Lender Addendum may not be amended, modified or
waived except by an instrument or instruments in writing signed and delivered on behalf of
each of the parties hereto.






	8.	 	Entire Agreement. This Lender Addendum, the Credit Agreement and the other Loan Documents
constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and
verbal, among the parties or any of them with respect to the subject matter hereof.




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	9. 	 	GOVERNING LAW. THIS LENDER ADDENDUM AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.
	 
	10.	 	Severability. Any term or provision of this Lender Addendum which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Lender Addendum or affecting the validity or
enforceability of any of the terms or provisions of this Lender Addendum in any other
jurisdiction. If any provision of this Lender Addendum is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as would be enforceable.
	 
	11.	 	Counterparts. This Lender Addendum may be executed in counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same agreement.





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          IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute
and deliver this Lender Addendum as of August 14, 2007.




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Notice Address:


 	 
	 	Attention:
 	 
	 	Telephone:
 	 
	 	 	Facsimile:  	 	 



	 	 	 	 	 
	 
	 	WASTE SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	WASTE SERVICES (CA) INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	Consented to by:




LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent

 	 
	 	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CANADIAN IMPERIAL BANK OF COMMERCE,

as Canadian Agent

 	 
	 	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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SCHEDULE A

TO LENDER ADDENDUM




	 	 	 	 	 
	Name of Lender	 	Amount
	Bank of America, N.A.

	 	 	$	5,000,000
	 

		Total:	$	5,000,000







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