EX-4.2 Supplemental Indenture






Exhibit 4.2




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 8, 2008, among
Capital Environmental Holdings Company, a Nova Scotia unlimited liability company, Waste Services
(CA) Inc., an Ontario corporation and Ram-Pak Compaction Systems Ltd., a Canadian 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, dated
as of April 30, 2004 and amended by a supplemental indenture dated as of October 6, 2008
(collectively, the “Indenture”), providing for the issuance of 91/2% Senior Subordinated Notes due
2014 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
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, the 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 such 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 the 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.



	 	 	 	 	 
	 	CAPITAL ENVIRONMENTAL HOLDINGS COMPANY

 	 
	 	By:  	/s/ Ivan R. Cairns
 	 
	 	 	Ivan R. Cairns 	 
	 	 	President and Secretary 	 
	 
	 	WASTE SERVICES (CA) INC.

 	 
	 	By:  	/s/ Ivan R. Cairns
 	 
	 	 	Ivan R. Cairns 	 
	 	 	Vice President and Secretary 	 
	 
	 	RAM-PAK COMPACTION SYSTEMS LTD.

 	 
	 	By:  	/s/ Ivan R. Cairns
 	 
	 	 	Ivan R. Cairns 	 
	 	 	Vice President and Secretary 	 



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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee

 	 
	 	By:  	/s/ Julie Salovitch-Miller
 	 
	 	 	Name:  	Julie Salovitch-Miller 	 
	 	 	Title:  	Vice President 	 



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