**SUPPLEMENTAL INDENTURE**     SUPPLEMENTAL INDENTURE (this “**Supplemental Indenture**”), dated as of January 5, 2007, among ProDisposal, 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 theIndenture 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 % SeniorSubordinated Notes due 2014 (the “**Notes**”);     **WHEREAS**, the Indenture provides that under certain circumstances each Guaranteeing Subsidiaryshall execute and deliver to the Trustee a supplemental indenture pursuant to which eachGuaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under theNotes 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 anddeliver this Supplemental Indenture;     **NOW, THEREFORE**, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and theTrustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notesas follows:     1.      **Capitalized Terms**. Capitalized terms used herein without definition shall have themeanings assigned to them in the Indenture.     2.      **Agreement To Guarantee**. Each Guaranteeing Subsidiary hereby agrees to provide anunconditional Guarantee on the terms and subject to the conditions set forth in the Note Guaranteeand 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 haveany liability for any obligations of the Company or any Guarantor (including each GuaranteeingSubsidiary) under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture, asapplicable, or for any claim based on, in respect of, or by reason of, such obligations or theircreation. 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 maynot be effective to waive liabilities under the federal securities laws and it is the view of theSEC that such a waiver is against public policy.     4.      **NEW YORK LAW TO GOVERN**. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.     5.      **Counterparts**. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the sameagreement.
 

 
     6.      **Effect of Headings**. The Section headings herein are for convenience only and shallnot affect the construction hereof.     7.      **The Trustee**. The Trustee shall not be responsible in any manner whatsoever for orin respect of the validity or sufficiency of this Supplemental Indenture or for or in respect ofthe recitals contained herein, all of which recitals are made solely by each GuaranteeingSubsidiary and the Company.     **IN WITNESS WHEREOF**, the parties hereto have caused this Supplemental Indenture to be dulyexecuted and attested, all as of the date first above written.         **PRO DISPOSAL, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **SLD LANDFILL, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **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 andSecretary  
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         **SUN COUNTRY MATERIALS, LLC**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **LIBERTY WASTE, LLC**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **TAFT RECYCLING, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **SANFORD RECYCLING AND TRANSFER, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **JACKSONVILLE FLORIDA LANDFILL, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary  
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         **JONES ROAD LANDFILL AND RECYCLING, LTD.**    by its General Partner,    **JACKSONVILLE FLORIDA LANDFILL, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **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 andSecretary           **WASTE SERVICES LIMITED PARTNER, LLC**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Manager  
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         **WS GENERAL PARTNER, LLC**    by its Sole Member,    **WASTE SERVICES, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Executive Vice President, GeneralCounsel and Secretary           **RUFFINO HILLS TRANSFER STATION LP**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **FORT BEND REGIONAL LANDFILL LP**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **WSI WASTE SERVICES OF TEXAS, LP**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary           **WASTE SERVICES OF ALABAMA, INC.**           By: /s/ Ivan R. Cairns       Ivan R. Cairns      Vice President andSecretary  
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         **WELLS FARGO BANK, NATIONAL ASSOCIATION**,    as Trustee           By: /s/ Joseph P. O’Donnell       Name: Joseph P. O’Donnell      Title:   Vice President  
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