EX-4.16 Supplemental Indenture



 





SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 5, 2007, among Pro
Disposal, Inc., a Florida corporation and SLD Landfill, Inc., a Delaware corporation (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.



	 	 	 	 	 	 	 
	 	 	PRO DISPOSAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	SLD LANDFILL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	WASTE SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Executive Vice President, General Counsel and Secretary	 	 






	 	 	 	 	 	 	 
	 	 	WASTE SERVICES OF FLORIDA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






Page 2 of 6









 






	 	 	 	 	 	 	 
	 	 	SUN COUNTRY MATERIALS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	LIBERTY WASTE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	TAFT RECYCLING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	SANFORD RECYCLING AND TRANSFER, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	JACKSONVILLE FLORIDA LANDFILL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






Page 3 of 6









 






	 	 	 	 	 	 	 
	 	 	JONES ROAD LANDFILL AND RECYCLING, LTD.	 	 
	 	 	by its General Partner,	 	 
	 	 	JACKSONVILLE FLORIDA LANDFILL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	OMNI WASTE OF OSCEOLA COUNTY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Manager	 	 






	 	 	 	 	 	 	 
	 	 	CACTUS WASTE SYSTEMS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Manager	 	 






	 	 	 	 	 	 	 
	 	 	WASTE SERVICES OF ARIZONA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	WASTE SERVICES LIMITED PARTNER, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Manager	 	 






Page 4 of 6









 






	 	 	 	 	 	 	 
	 	 	WS GENERAL PARTNER, LLC	 	 
	 	 	by its Sole Member,	 	 
	 	 	WASTE SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Executive Vice President, General
Counsel and Secretary	 	 






	 	 	 	 	 	 	 
	 	 	RUFFINO HILLS TRANSFER STATION LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	FORT BEND REGIONAL LANDFILL LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	WSI WASTE SERVICES OF TEXAS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






	 	 	 	 	 	 	 
	 	 	WASTE SERVICES OF ALABAMA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ivan R. Cairns	 	 
	 

	 	 	 	 

Ivan R. Cairns
	 	 
	 

	 	 	 	Vice President and
Secretary	 	 






Page 5 of 6









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph P. O’Donnell	 	 
	 

	 	 	 	 

Name: Joseph P. O’Donnell
	 	 
	 

	 	 	 	Title:   Vice President	 	 







Page 6 of 6