Exhibit 10.2
 Execution Version
 
 CREDIT AGREEMENT
 among
 WASTE SERVICES, INC.,
as US Borrower,
 WASTE SERVICES (CA) INC.,
as Canadian Borrower
 The Several Lenders
from Time to Time Party Hereto,
 BARCLAYS CAPITAL
and BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Joint Lead Bookrunners,
 BANK OF AMERICA, N.A.,
as Syndication Agent,
 BOSIC INC.,
SUNTRUST BANK
and THE BANK OF NOVA SCOTIA,
as Co-Documentation Agents,
 THE BANK OF NOVA SCOTIA,
as Canadian Agent and Canadian Collateral Agent,
 and
 BARCLAYS BANK PLC,
as Administrative Agent
 Dated as of October 8, 2008




---



##### 



PageSECTION 1. DEFINITIONS
    
    
    11.1 Defined Terms
    
    
    11.2 Other Definitional Provisions
    
    
    31SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
    
    
    312.1 Term Loan Commitments
    
    
    312.2 Procedure for Borrowing of Term Loans
    
    
    312.3 Repayment of Term Loans
    
    
    322.4 Revolving Credit Commitments
    
    
    332.5 Procedure for Revolving Credit Borrowing
    
    
    342.6 Swing Line Commitments
    
    
    352.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans
    
    
    362.8 Bankers Acceptances
    
    
    382.9 Repayment of Loans; Evidence of Debt
    
    
    412.10
Commitment Fees, etc.
    
    
    422.11 Termination or Reduction of Revolving Credit Commitments
    
    
    422.12 Optional Prepayments
    
    
    432.13 Mandatory Prepayments and Commitment Reductions
    
    
    432.14 Conversion and Continuation Options
    
    
    452.15 Minimum Amounts and Maximum Number of Eurodollar Tranches; Bankers
Acceptances
    
    
    462.16 Interest Rates and Payment Dates
    
    
    462.17 Computation of Interest and Fees
    
    
    482.18 Inability to Determine Interest Rate
    
    
    482.19 Pro Rata Treatment and Payments
    
    
    502.20 Requirements of Law
    
    
    522.21 Taxes
    
    
    532.22 Indemnity
    
    
    562.23 Illegality
    
    
    562.24 Change of Lending Office
    
    
    572.25 Replacement of Lenders under Certain Circumstances
    
    
    572.26 Incremental Term Loan Facilities
    
    
    57SECTION 3. LETTERS OF CREDIT
    
    
    593.1 L/C Commitment
    
    
    593.2 Procedure for Issuance of Letter of Credit
    
    
    603.3 Fees and Other Charges
    
    
    613.4 L/C Participations
    
    
    613.5 Reimbursement Obligation of the Borrowers
    
    
    633.6 Obligations Absolute
    
    
    63
 i




---



##### 



Page3.7 Letter of Credit Payments
    
    
    643.8 Applications
    
    
    64SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    644.1 Financial Condition
    
    
    644.2 No Change
    
    
    654.3 Corporate Existence; Compliance with Law
    
    
    654.4 Corporate Power; Authorization; Enforceable Obligations
    
    
    654.5 No Legal Bar
    
    
    664.6 No Material Litigation
    
    
    664.7 No Default
    
    
    664.8 Ownership of Property; Liens
    
    
    664.9 Intellectual Property
    
    
    664.10 Taxes
    
    
    674.11 Federal Regulations
    
    
    674.12 Labor Matters
    
    
    674.13 Pensions and Benefit Plans
    
    
    674.14 Investment Company Act; Other Regulations
    
    
    684.15 Subsidiaries
    
    
    684.16 Use of Proceeds
    
    
    694.17 Environmental Matters
    
    
    694.18
Accuracy of Information, etc.
    
    
    704.19 Security Documents
    
    
    704.20 Solvency
    
    
    714.21 Senior Indebtedness
    
    
    714.22 Regulation H
    
    
    714.23 Insurance
    
    
    724.24 Real Estate
    
    
    72SECTION 5. CONDITIONS PRECEDENT
    
    
    725.1 Conditions to Initial Extension of Credit
    
    
    725.2 Conditions to Each Extension of Credit
    
    
    78SECTION 6. AFFIRMATIVE COVENANTS
    
    
    786.1 Financial Statements
    
    
    796.2 Certificates; Other Information
    
    
    796.3 Payment of Obligations
    
    
    816.4 Conduct
of Business and Maintenance of Existence, etc.
    
    
    816.5 Maintenance of Property; Insurance
    
    
    826.6 Inspection of Property; Books and Records; Discussions
    
    
    826.7 Notices
    
    
    826.8 Environmental Laws
    
    
    836.9 Interest Rate Protection
    
    
    836.10
Additional Collateral, etc.
    
    
    83
 ii




---



##### 



Page6.11 Use of Proceeds
    
    
    866.12 Pension and Benefits Plans
    
    
    866.13 Further Assurances
    
    
    886.14 Maintenance of Ratings
    
    
    886.15 Quebec Subsidiary
    
    
    886.16 Post Closing Obligations
    
    
    88SECTION 7. NEGATIVE COVENANTS
    
    
    897.1 Financial Condition Covenants
    
    
    897.2 Limitation on Indebtedness
    
    
    907.3 Limitation on Liens
    
    
    927.4 Limitation on Fundamental Changes
    
    
    937.5 Limitation on Disposition of Property
    
    
    947.6 Limitation on Restricted Payments
    
    
    947.7 Limitation on Capital Expenditures
    
    
    957.8 Limitation on Investments
    
    
    957.9 Limitation on Optional Payments and Modifications of Debt Instruments
and Other Agreements
    
    
    977.10 Limitation on Transactions with Affiliates
    
    
    987.11 Limitation on Sales and Leasebacks
    
    
    987.12 Limitation on Changes in Fiscal Periods
    
    
    987.13 Limitation on Negative Pledge Clauses
    
    
    987.14 Limitation on Restrictions on Subsidiary Distributions
    
    
    987.15 Limitation on Lines of Business
    
    
    997.16 Limitation on Hedge Agreements
    
    
    997.17 Limitation on Performance Bonds
    
    
    99SECTION 8. EVENTS OF DEFAULT
    
    
    99SECTION 9. THE AGENTS; THE ARRANGERS
    
    
    1039.1 Appointment
    
    
    1039.2 Delegation of Duties
    
    
    1049.3 Exculpatory Provisions
    
    
    1049.4 Reliance by Agents
    
    
    1049.5 Notice of Default
    
    
    1059.6 Non-Reliance on the Arrangers, the Agents and Other Lenders
    
    
    1059.7 Indemnification
    
    
    1069.8 Arrangers and Agents in their Individual Capacities
    
    
    1069.9 Successor Agents
    
    
    1069.10 Authorization to Release Liens and Guarantees
    
    
    1079.11 The Arrangers; the Syndication Agent; the Co-Documentation Agents
    
    
    1079.12 Withholding Tax
    
    
    107
 iii




---



##### 



PageSECTION 10. MISCELLANEOUS
    
    
    10810.1 Amendments and Waivers
    
    
    10810.2 Notices
    
    
    11110.3 No Waiver; Cumulative Remedies
    
    
    11210.4 Survival of Representations and Warranties
    
    
    11210.5 Payment of Expenses
    
    
    11210.6 Successors and Assigns; Participations and Assignments
    
    
    11310.7 Adjustments; Set-off
    
    
    11710.8 Counterparts
    
    
    11810.9 Severability
    
    
    11810.10 Integration
    
    
    11810.11 GOVERNING LAW
    
    
    11810.12 Submission To Jurisdiction; Waivers
    
    
    11810.13 Acknowledgments
    
    
    11910.14 Confidentiality
    
    
    11910.15 Release of Collateral and Guarantee Obligations
    
    
    12010.16 Accounting Changes
    
    
    12110.17 Delivery of Lender Addenda
    
    
    12110.18 WAIVERS OF JURY TRIAL
    
    
    12110.19 Subordination of Intercompany Indebtedness
    
    
    12110.20 Judgment Currency
    
    
    122
 iv




---



##### 



ANNEX:A
    
    Pricing GridB
    
    Existing Letters of CreditSCHEDULES:4.4
    
    Consents, Authorizations, Filings and Notices4.6
    
    Material Litigation4.10
    
    Taxes4.15(a)
    
    Subsidiaries4.15(b)
    
    Agreements Related to Capital Stock4.17
    
    Environmental Matters4.19(a)
    
    Filing Jurisdictions under Personal Property Security Legislation4.19(b)
    
    UCC Financing Statements to be Terminated4.24
    
    Owned and Leased Property; Mortgaged Properties5.1(h)
    
    Environmental Assessments6.15
    
    Post Closing Obligations7.2(d)
    
    Existing Indebtedness7.3(f)
    
    Existing Liens7.5(e)
    
    Certain Dispositions7.10
    
    Transactions with AffiliatesEXHIBITS:A-1
    
    Guarantee and US Collateral AgreementA-2
    
    Canadian Collateral AgreementB
    
    Form of Compliance CertificateC
    
    Form of Closing Date CertificateD-1
    
    Form of US MortgageD-2
    
    Form of Canadian MortgageE
    
    Form of Assignment and AssumptionF-1
    
    Form of Legal Opinion of Akin Gump Strauss Hauer & Feld LLPF-2
    
    Form of Legal Opinion of Blakes, Cassels & Graydon LLPF-3
    
    Form of Legal Opinion of Stewart McKelveyG-1
    
    Form of Term NoteG-2
    
    Form of Revolving Credit NoteG-3
    
    Form of Swing Line NoteG-4
    
    Form of Discount NoteH
    
    Form of Exemption CertificateI
    
    Form of Lender AddendumJ
    
    Form of Borrowing NoticeK
    
    Form of Solvency Certificate




---



##### 



Canadian Borrower US Borrower Borrowers Lenders Arrangers Syndication Agent Co-Documentation Agents Administrative
Agent Canadian Agent Canadian Collateral Agent
      Defined Terms
 Acceptance Fee
 Acquisition Agreements
 Acquisition Documentation




---



##### 



Additional Lender
 Adjustment Date
 Administrative Agent
 Affiliate
 Agents
 Aggregate Exposure
 Aggregate Exposure Percentage
 Agreement
 Applicable Margin
 Canadian Prime
    
    Base Rate
    
    Acceptance
    
    EurodollarRate Loans
    
    Loans
    
    Fee
    
    LoansRevolving
Credit Facilities (including
Swing Line Loans)
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    3.50
    %
    
    
    3.50
    %US Term Loan Facility
    
    
    N.A.
    
    
    
    2.50
    %
    
    
    N.A.
    
    
    
    3.50
    %Canadian Term Loan Facility
    
    
    2.50
    %
    
    
    N.A.
    
    
    
    3.50
    %
    
    
    N.A.
 provided
 Application
 2




---



##### 



Arrangers
 Asset Sale
 Assignee
 Assignment and Assumption
 Assignor
 Auto-Reinstatement Letter of Credit
 Available Revolving Credit Commitment over provided
 BA Equivalent Loan
 Bankers Acceptance
 Base Rate 1 2 Prime
Rate
 Base Rate Loans
 3




---



##### 



Benefited Lender
 Board
 Borrowers
 Borrowing Date
 Borrowing Notice
 Business Day
 Canadian Agent
 Canadian Benefit Plans
 Canadian Borrower
 Canadian Collateral Agent
 Canadian Collateral Agreement
 Canadian Dollars Cdn. $
 4




---



##### 



Canadian Funding Office
 Canadian Loans
 Canadian Payment Office
 Canadian Pension Plans
 Canadian Prime Rate
 Canadian Prime Rate Loans
 Canadian Subsidiaries
 Canadian Term Loan
 Canadian Term Loan Commitment Schedule 1
 Canadian Term Loan Facility
 Canadian Term Loan Lenders
 Canadian Term Loan Percentages
 5




---



##### 



Capital Expenditures
 Capital Holdings Company
 Capital Lease Obligations
 Capital Stock
 Cash Equivalents DBRS
 6




---



##### 



CDOR Rate
 Change of Control
 Closing Date
 Co-Documentation Agents
 Code
 Collateral
 Commitment
 Commitment Fee Rate
 Commonly Controlled Entity
 7




---



##### 



Compliance Certificate
 Confidential Information Memorandum
 Consolidated Current Assets
 Consolidated Current Liabilities
 Consolidated EBITDA provided
 8




---



##### 



Consolidated Interest Coverage Ratio
 Consolidated Interest Expense
 Consolidated Leverage Ratio
 Consolidated Net Income provided
 9




---



##### 



Consolidated Senior Debt
 Consolidated Senior Secured Debt
 Consolidated Senior Secured Leverage Ratio
 Consolidated Total Debt provided
 Consolidated Working Capital
 Continuing Directors
 Contractual Obligation
 Control Investment Affiliate
 Default
 Derivatives Counterparty
 10




---



##### 



Discount Note
 Discount Proceeds
  Discount Rate
 Disposition Dispose Disposed
of
 Dollars $
 Dollar Equivalent
 Domestic Subsidiary
 Environmental Laws
 Environmental Permits
 11




---



##### 



ERISA
 Eurocurrency Reserve Requirements
 Eurodollar Base Rate Eurodollar Base Rate
 Eurodollar Loans
 Eurodollar Rate
  1.00  Eurocurrency Reserve Requirements
 Eurodollar Tranche
 Event of Default provided
 Excess Cash Flow minus
 12




---



##### 



Excess Cash Flow Application Date
 Exchange Rate
 Exchangeable Shares
 Excluded Foreign Subsidiaries
 Excluded Proceeds Section 7.6(c).
 Excluded Taxes
 13




---



##### 



Existing Credit Agreement
 Existing Investors
 Existing Issuing Lender
 Existing Letters of Credit
 Facility US Term Loan Facility Canadian Term Loan Facility Revolving Credit CA
Facility Revolving Credit US/CA Facility
 Federal Funds Effective Rate
 Foreign Subsidiary
 FQ1 FQ2 FQ3 FQ4
 Funded Debt
 Funding Office
 14




---



##### 



GAAP
 Governmental Authority
 Group Member
 Guarantee and US Collateral Agreement
 Guarantee Obligation guaranteeing
person primary obligations primary
obligor provided however
 Guarantors
 Hedge Agreements
 15




---



##### 



Incremental Amendment
 Incremental Canadian Term Loans
 Incremental Canadian Term Loan Facility
 Incremental Term Loan Facility
 Incremental Term Loans
 Incremental US Term Loans
 Incremental US Term Loan Facility
 Indebtedness
 16




---



##### 



Indemnified Liabilities
 Indemnitee
 Insolvency
 Insolvent
 Intellectual Property
 Interest Payment Date
 Interest Period provided
  17




---



##### 



Investments
 IRB Transaction
 Issuing Lender
 Judgment Currency
 L/C Commitment
 L/C Fee Payment Date
 L/C Obligations
 L/C Participants
 18




---



##### 



Lender Addendum
 Lenders
 Letters of Credit
 Lien
 Loan
 Loan Documents
 Loan Parties
 Majority Revolving Credit Facility Lenders
 Material Adverse Effect
 Material Environmental Amount
 Materials of Environmental Concern
 Migration
 19




---



##### 



Moodys
 Mortgaged Properties Schedule 4.24
 Mortgages
 Multiemployer Plan
 Net Cash Proceeds provided
 Non BA Lender
 Non-Excluded Taxes
 20




---



##### 



Non-Reinstatement Deadline
 Non-U.S. Lender
 Note
 Obligation Currency
 Obligations provided
 Other Taxes
 Participant
 PATRIOT Act
 Payment Office
 PBGC
 Permits
 Permitted Acquisition
 21




---



##### 



Permitted Liens
 Person
 Personal Property Security Legislation Personal Property Security Act .
 Plan
 Pledged Stock
 Pricing Grid
 Pro Forma Balance Sheet
 Projections
 Property
 Purchase Price Refund
 Qualified Counterparty
 Quebec Subsidiary
 Real Estate
 22




---



##### 



Recovery Event
 Refinancing
 Refunded Swing Line Loans
 Refunding Date
 Register
 Regulation H
 Regulation U
 Reimbursement Obligation
 Reinvestment Deferred Amount
 Reinvestment Event
 Reinvestment Notice
 Reinvestment Prepayment Amount less
 Reinvestment Prepayment Date
 23




---



##### 



Related Fund
 Release
 Reorganization
 Reportable Event
 Required Lenders
 Requirement of Law
 Responsible Officer
 Restricted Debt Repayment
 Restricted Payments
 Reuters Screen CDOR Page
 Revolving CA Extensions of Credit
 24




---



##### 



Revolving Credit CA Commitment Schedule 1
 Revolving Credit CA Facility
 Revolving Credit CA Facility Percentage
 Revolving Credit CA Lender
 Revolving Credit CA Loans
 Revolving Credit CA Percentage
 Revolving Credit Commitment
 Revolving Credit Commitment Period
 Revolving Credit Facilities
 Revolving Credit Lender
 Revolving Credit Loans
 Revolving Credit Note
 25




---



##### 



Revolving Credit Percentage
 Revolving Credit Termination Date
 Revolving Credit US/CA Commitment Schedule 1
 Revolving Credit US/CA Facility
 Revolving Credit US/CA Facility Percentage
 Revolving Credit US/CA Lender
 Revolving Credit US/CA Loans
 Revolving Credit US/CA Percentage
 Revolving Extensions of Credit
 26




---



##### 



Revolving US/CA Extensions of Credit
 S&P
 Schedule I Lender
 Schedule II Lender
 SEC
 Secured Parties
 Security Documents
 Senior Subordinated Note Indenture
 Senior Subordinated Notes
 Single Employer Plan
 Solvent
 27




---



##### 



Specified Change of Control
 Specified Hedge Agreement
 Subordinated Debt
 Subsidiary
 Subsidiary Guarantor
 Swing Line Commitment
 Swing Line Lender
 Swing Line Loans
 Swing Line Note
 Swing Line Participation Amount
 Syndication Agent
 28




---



##### 



Synthetic Lease Obligations
 Term Loan Maturity Date
 Term Loan Commitment
 Term Loan Facilities
 Term Loan Lenders
 Term Loans
 Term Note
 Title Insurance Company
 Total Revolving Credit CA Commitments
 Total Revolving Credit Commitments
 Total Revolving Credit US/CA Commitments
 Total Revolving Extensions of Credit
 Transferee
 Type
 UCC
 29




---



##### 



US Base Rate in Canada
 US Borrower
 US Term Loan
 US Term Loan Commitment Schedule
1
 US Term Loan Facility
 US Term Loan Lenders
 US Term Loan Percentages
 Weighted Average Life to Maturity
 Wholly Owned Subsidiary
 Wholly Owned Subsidiary Guarantor
 30




---



##### 



Other Definitional Provisions
       Term Loan Commitments US Term Loan Canadian Term Loan
  Procedure for Borrowing of Term Loans
 31




---



##### 



Repayment of Term Loans
 Percentage ofOriginal PrincipalInstallment
    
    AmountDecember 31, 2008
    
    
    1.25
    %March 31, 2009
    
    
    1.25
    %June 30, 2009
    
    
    1.25
    %September 30, 2009
    
    
    1.25
    %December 31, 2009
    
    
    2.50
    %March 31, 2010
    
    
    2.50
    %June 30, 2010
    
    
    2.50
    %September 30, 2010
    
    
    2.50
    %December 31, 2010
    
    
    3.75
    %March 31, 2011
    
    
    3.75
    %June 30, 2011
    
    
    3.75
    %September 30, 2011
    
    
    3.75
    %December 31, 2011
    
    
    5.00
    %March 31, 2012
    
    
    5.00
    %June 30, 2012
    
    
    5.00
    %September 30, 2012
    
    
    5.00
    %December 31, 2012
    
    
    12.50
    %March 31, 2013
    
    
    12.50
    %June 30, 2013
    
    
    12.50
    %Term Loan Maturity Date
    
    
    12.50
    %
 32




---



##### 



Percentage ofOriginal PrincipalInstallment
    
    AmountDecember 31, 2008
    
    
    1.25
    %March 31, 2009
    
    
    1.25
    %June 30, 2009
    
    
    1.25
    %September 30, 2009
    
    
    1.25
    %December 31, 2009
    
    
    2.50
    %March 31, 2010
    
    
    2.50
    %June 30, 2010
    
    
    2.50
    %September 30, 2010
    
    
    2.50
    %December 31, 2010
    
    
    3.75
    %March 31, 2011
    
    
    3.75
    %June 30, 2011
    
    
    3.75
    %September 30, 2011
    
    
    3.75
    %December 31, 2011
    
    
    5.00
    %March 31, 2012
    
    
    5.00
    %June 30, 2012
    
    
    5.00
    %September 30, 2012
    
    
    5.00
    %December 31, 2012
    
    
    12.50
    %March 31, 2013
    
    
    12.50
    %June 30, 2013
    
    
    12.50
    %Term Loan Maturity Date
    
    
    12.50
    %
 Revolving Credit Commitments Revolving Credit CA Loans Revolving Credit US/CA Loans Revolving Credit Loans
 33




---



##### 



provided
  Procedure for Revolving Credit Borrowing provided provided
 34




---



##### 



Swing Line Commitments Swing Line
Loans provided
 35




---



##### 



Procedure for Swing Line Borrowing; Refunding of Swing Line Loans
 provided
 Refunded Swing Line Loans
 36




---



##### 



Refunding Date Swing Line Participation Amount times
 pro rata provided however
  37




---



##### 



Bankers Acceptances.
 Discount Rate
 Purchase
 Sale
 Power of Attorney for the Execution of Bankers Acceptances
 38




---



##### 



provided
 Execution
 Issuance provided
 39




---



##### 



Waiver of Presentment and Other Conditions
 BA Equivalent Loans by Non BA Lenders
 Terms Applicable to Discount Notes
     Depository Bills and Notes Act
 Prepayments and Mandatory Payments
 40




---



##### 



Repayment of Loans; Evidence of Debt
   41




---



##### 



prima facie provided however
 Term Note Revolving Credit Note Swing
Line Note provided
 Commitment Fees, etc
  Termination or Reduction of Revolving Credit Commitments provided
 42




---



##### 



Optional Prepayments provided
 Mandatory Prepayments and Commitment Reductions
 43




---



##### 



provided
 Excess Cash Flow Application Date
 first second
 provided provided
 44




---



##### 



provided
 Conversion and Continuation Options provided provided
 provided
 45




---



##### 



provided further
 Minimum Amounts and Maximum Number of Eurodollar Tranches; Bankers Acceptances
  Interest Rates and Payment Dates
   46




---



##### 



Acceptance Fee
  provided
  47




---



##### 



Computation of Interest and Fees
  Inability to Determine Interest Rate
  48




---



##### 



49




---



##### 



Pro Rata Treatment and Payments pro rata pro rata
 pro rata pro rata
 pro rata
 first second
 50




---



##### 



51




---



##### 



pro rata
 Requirements of Law
   52




---



##### 



Taxes Excluded Taxes
 53




---



##### 



Non-Excluded Taxes provided however
    54




---



##### 



Non-U.S. Lender
  55




---



##### 



provided however
  Indemnity over
 Illegality
 56




---



##### 



Change of Lending Office provided provided further
 Replacement of Lenders under Certain Circumstances provided provided
 Incremental Term Loan Facilities Incremental US Term Loans Incremental Canadian
Term Loans Incremental
 57




---



##### 



Term Loans provided provided further provided
 Additional
Lender Incremental Amendment
 58




---



##### 



L/C Commitment Letters of Credit provided provided
 59




---



##### 



Auto-Reinstatement Letter of Credit Non-Reinstatement Deadline
  Procedure for Issuance of Letter of Credit
 60




---



##### 



Fees and Other Charges
  L/C Participations
 61




---



##### 



62




---



##### 



pro rata pro rata provided however
 Reimbursement Obligation of the Borrowers Payment
Amount
 Obligations Absolute
 63




---



##### 



Letter of Credit Payments
 Applications
   Financial Condition
 pro forma Pro Forma
Balance Sheet
 64




---



##### 



pro forma
  No Change
 Corporate Existence; Compliance with Law
 Corporate Power; Authorization; Enforceable Obligations
 65




---



##### 



Schedule 4.4
 No Legal Bar
  No Material Litigation Schedule 4.6
 No Default
 Ownership of Property; Liens
 Intellectual Property
 66




---



##### 



Taxes Schedule 4.10
 Federal Regulations
 Labor Matters
 Pensions and Benefit Plans ERISA
 67




---



##### 



Canadian Pension Plans and Canadian Benefit Plans. Income Tax Act
 Investment Company Act; Other Regulations
 Subsidiaries Schedule
4.15(a) Schedule 4.15(a)
 68




---



##### 



Schedule 4.15(b)
 Use of Proceeds.
 Environmental Matters. Schedule 4.17
   69




---



##### 



Accuracy of Information, etc pro forma
 Security Documents
 70




---



##### 



Schedule 4.19 Schedule 3 Schedule 3 Schedule 7.3(f)
 Solvency
 Senior Indebtedness
 Regulation H
 71




---



##### 



Insurance
 Real Estate Schedule 4.24
 PATRIOT Act, Etc PATRIOT Act
  Conditions to Initial Extension of Credit
 Loan Documents
 Pro Forma Balance Sheet; Financial Statements
 72




---



##### 



Senior Subordinated Notes
 Refinancing
 Fees
 Projections
 Lien Searches
 Environmental Matters
 73




---



##### 



Closing Certificate
 Other Certifications
     74




---



##### 



Pledged Stock; Stock Powers; Acknowledgment and Consent; Pledged Notes
 Filings, Registrations and Recordings
 Surveys Section 5.1(n) Title Insurance
Company
 75




---



##### 



Title Insurance
  76




---



##### 



Flood Insurance
 Insurance
 PATRIOT Act
 Approvals
 Solvency Certificate
 Legal Opinions
 Exhibit F-1;
  77




---



##### 



Miscellaneous
  Conditions to Each Extension of Credit
 Representations and Warranties
 No Default
 Senior Debt
    78




---



##### 



Financial Statements
     Certificates; Other Information
  79




---



##### 



Projections
   80




---



##### 



Payment of Obligations
 Conduct of Business and Maintenance of Existence, etc.
 81




---



##### 



Maintenance of Property; Insurance
 Inspection of Property; Books and Records; Discussions
 Notices
     82




---



##### 



Environmental Laws
   Interest Rate Protection
 Additional Collateral, etc.
 83




---



##### 



84




---



##### 



85




---



##### 



provided
   Use of Proceeds
 Pension and Benefits Plans
 86




---



##### 



ERISA Documents
 Canadian Pension Plans and Canadian Benefit Plans
 Income Tax Act Income Tax Act
   87




---



##### 



Further Assurances
  Maintenance of Ratings
 Quebec Subsidiary
 Post Closing Obligations
 88




---



##### 



Financial Condition Covenants
 Consolidated Leverage Ratio
 Fiscal Quarter
    
    Consolidated Leverage RatioFQ3 2008
    
    
    4.50 : 1.00FQ4 2008
    
    
    4.50 : 1.00FQ1 2009
    
    
    4.50 : 1.00FQ2 2009
    
    
    4.50 : 1.00FQ3 2009
    
    
    4.25 : 1.00FQ4 2009
    
    
    4.25 : 1.00FQ1 2010
    
    
    4.25 : 1.00FQ2 2010
    
    
    4.25 : 1.00FQ3 2010
    
    
    4.00 : 1.00FQ4 2010
    
    
    4.00 : 1.00FQ1 2011
    
    
    4.00 : 1.00FQ2 2011
    
    
    4.00 : 1.00FQ3 2011 and thereafter
    
    
    3.75 : 1.00
 Consolidated Senior Secured Leverage Ratio provided
 89




---



##### 



Consolidated Interest Coverage Ratio
 Limitation on Indebtedness
  provided
  Schedule 7.2(d)
  provided provided further
 90




---



##### 



provided provided further st
 provided st provided
  provided
  91




---



##### 



Limitation on Liens
 provided
 provided
    Schedule 7.3(f) provided
 provided
 92




---



##### 



provided
   Limitation on Fundamental Changes
 provided provided
    93




---



##### 



Limitation on Disposition of Property
     Schedule 7.5(e)
  provided provided further
  Limitation on Restricted Payments Derivatives Counterparty Restricted Payments
  94




---



##### 



provided
     Limitation on Capital Expenditures
 Limitation on Investments Investments
    95




---



##### 



Permitted Acquisition provided
       96




---



##### 



Limitation on Optional Payments and Modifications of Debt Instruments and Other
Agreements
 Restricted Debt Repayment
   97




---



##### 



Limitation on Transactions with Affiliates Schedule
7.10
 Limitation on Sales and Leasebacks
 Limitation on Changes in Fiscal Periods
 Limitation on Negative Pledge Clauses
 Limitation on Restrictions on Subsidiary Distributions
 98




---



##### 



Limitation on Lines of Business
 Limitation on Hedge Agreements
 Limitation on Performance Bonds
      99




---



##### 



provided
  100




---



##### 



101




---



##### 



102




---



##### 



Appointment
 fondé de pouvoir Civil Code of Québec Hypothecs fondé de pouvoir
   103




---



##### 



Delegation of Duties
 Exculpatory Provisions
 Reliance by Agents
 104




---



##### 



Notice of Default provided
 Non-Reliance on the Arrangers, the Agents and Other Lenders
 105




---



##### 



Indemnification provided
 Arrangers and Agents in their Individual Capacities
 Successor Agents
 106




---



##### 



Authorization to Release Liens and Guarantees
 The Arrangers; the Syndication Agent; the Co-Documentation Agents
 Withholding Tax
 107




---



##### 



provided
  Amendments and Waivers provided however
   108




---



##### 



pro rata
    provided
  109




---



##### 



Additional
Extensions of Credit provided however
 Refinanced US Term Loans Replacement
US Term Loans Refinanced Canadian Term Loans Replacement Canadian Term Loans provided
  110




---



##### 



Notices Schedule I
 The Borrowers:
    
    Waste Services, Inc.1122 International Blvd., Suite 601Burlington, Ontario L7L 6Z8Attention: General CounselTelecopy: (905) 319-9408Telephone: (905) 319-1237The Administrative Agent:
    
    Barclays Bank PLC200 Park AvenueNew York, New York 10166Attention: David Barton, DirectorTelecopy: (212) 412-7600Telephone: (212) 412-7693with a copy toLatham & Watkins LLP885 Third Avenue, Suite 1000New York, New York 10022Attention: Melissa S. AlwangTelecopy: (212) 751-4864Telephone: (212) 906-1200The Canadian Agent:
    
    The Bank of Nova Scotiac/o GWS Loan Operations720 King Street West, 2nd FloorToronto, OntarioCanada M5V 2T3Attention: Simon Liu, GWS LoanAdministration and Agency ServicesTelecopy: (416) 866-5991Telephone: (416) 649-4044
 111




---



##### 



Issuing Lenders:
    
    As notified by such Issuing Lender to the Administrative Agent and
the Borrowers
 provided provided further
 No Waiver; Cumulative Remedies
 Survival of Representations and Warranties
 Payment of Expenses
 112




---



##### 



Indemnitee Indemnified
Liabilities provided
 Successors and Assigns; Participations and Assignments
 Participant
 113




---



##### 



provided provided provided further
  Assignor
 114




---



##### 



provided Assignee Assignment and Assumption provided
 Register
 115




---



##### 



Granting
Lender SPC provided
 116




---



##### 



provided
 Adjustments; Set-off Benefited Lender provided however
  117




---



##### 



provided
 Counterparts
 Severability
 Integration
 10.11 GOVERNING LAW
 Submission To Jurisdiction; Waivers
    118




---



##### 



Acknowledgments
    Confidentiality provided Transferee
 119




---



##### 



Release of Collateral and Guarantee Obligations
 provided
   120




---



##### 



Accounting Changes
 Delivery of Lender Addenda
 10.18 WAIVERS OF JURY TRIAL EACH BORROWER, THE ARRANGERS, THE AGENTS AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 Subordination of Intercompany Indebtedness
 121




---



##### 



Judgment Currency
 122




---



##### 



WASTE SERVICES (CA) INC.By:
    /s/ Ivan R. CairnsName:
    Ivan R. CairnsTitle:
    Vice-President and Secretary WASTE SERVICES, INC.By:
    /s/ Ivan R. CairnsName:
    Ivan R. CairnsTitle:
    Executive Vice-President, General
Counsel and Corporate Secretary 123




---



##### 



BARCLAYS BANK PLC,
as Administrative AgentBy:
    /s/ David BartonName:
    David BartonTitle:
    Director BANK OF AMERICA, N.A.,
as Syndication Agent and a LenderBy:
    /s/ Maria F. MaiaName:
    Maria F. MaiaTitle:
    Managing Director 124




---



##### 



Annex A
 
 Applicable Margin for
    
    Applicable Margin for BaseEurodollar Loans and BA
    
    Rate Loans and CanadianEquivalent Loans
    
    Prime Rate LoansRevolving
    
    
    
    
    
    RevolvingCredit Loans
    
    
    
    
    
    Credit LoansConsolidated Total Leverage
    
    
    
    
    
    and Swing
    
    
    
    
    
    and SwingRatio
    
    Term Loans
    
    Line Loans
    
    Term Loans
    
    Line Loans< 3.00 to 1.00
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    2.00
    %
    
    
    2.00
    %> 3.00 to 1.00 and
< 3.50 to 1.00
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    2.25
    %
    
    
    2.25
    %> 3.50 to 1.00 and
< 4.00 to 1.00
    
    
    3.50
    %
    
    
    3.50
    %
    
    
    2.50
    %
    
    
    2.50
    %> 4.00 to 1.00
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    2.75
    %
    
    
    2.75
    %
 Adjustment Date




---



##### 



Annex B




---



##### 



ANNEX B
 EXISTING LETTERS OF CREDIT
 Beneficiary
    
    Maturity Date
    
    Amount US$AIG Insurance
    
    March 15, 2009
    
    10,194,937City of Tampa
    
    June 30, 2009
    
    300,000Evergreen National Indemnity
    
    July 7, 2009
    
    250,000City of Tampa
    
    December 21, 2008
    
    100,000TOTAL
    
    
    
    10,844,937




---



##### 



Schedule 4.4
Consents, Authorizations, Filings and Notices




---



##### 



Schedule 4.6
Material Litigation




---



##### 



Schedule 4.10
Taxes




---



##### 



Schedule 4.15(a)
Subsidiaries
 Exact Legal Name of Subsidiary as
    
    Jurisdiction ofReflected on the Certificate of
    
    Incorporation /
    
    Percentage of Capital Stock Owned by
    
    Number of each Class of Capital StockIncorporation (or Formation)
    
    Formation
    
    each Group Member
    
    Owned by each Group Member1.
    
    Waste Services, Inc.
    
    Delaware
    
    None
    
    None2.
    
    Capital Environmental Holdings
Company
    
    Nova Scotia
    
    100% of outstanding shares of
common stock owned by Waste
Services, Inc.
    
    90,599,926 common shares
(Certificate No. C-42)3.
    
    Waste Services (CA) Inc.
    
    Ontario
    
    100% of the outstanding common
shares owned by Capital
Environmental Holdings Company.
    
    87,658,785 common shares
(Certificate No. 0007)32% of outstanding exchangeable
shares owned by Capital
Environmental Holdings Company
    
    2,941,039 exchangeable shares4.
    
    Waste Services of Florida, Inc.
    
    Delaware
    
    100% owned by Waste Services, Inc.
    
    One share of common stock owned by
Waste Services, Inc. (Certificate
No. 2)5.
    
    Omni Waste of Osceola County LLC
    
    Florida
    
    100% participation owned by Waste
Services, Inc. (represents 100
points and a sharing ration of
100%)
    
    100% participation owned by Waste
Services, Inc. (represents 100
points and a sharing ration of 100%)
(Certificate No. 7)6.
    
    Jacksonville Florida Landfill, Inc.
    
    Delaware
    
    100% owned by Waste Services, Inc.
    
    One share of common stock owned by
Waste Services, Inc. (Certificate
No. 2)7.
    
    Sanford Recycling and Transfer, Inc.
    
    Florida
    
    100% owned by Waste Services of
Florida, Inc.
    
    1,000 shares of common stock owned
by Waste Services of Florida, Inc.
(Certificate No. 3)8.
    
    Taft Recycling, Inc.
    
    Florida
    
    100% owned by Waste Services of
Florida, Inc.
    
    97 shares of common stock owned by
Waste Services of Florida, Inc.
(Certificate No. 12)9.
    
    Sun Country Materials, LLC
    
    Delaware
    
    100% owned by Waste Services of
Florida, Inc.
    
    Sole Membership interest owned by
Waste Services of Florida, Inc.
(Certificate No. 2)




---



##### 



Exact Legal Name of Subsidiary as
    
    Jurisdiction ofReflected on the Certificate of
    
    Incorporation /
    
    Percentage of Capital Stock Owned by
    
    Number of each Class of Capital StockIncorporation (or Formation)
    
    Formation
    
    each Group Member
    
    Owned by each Group Member10.
    
    SLD Landfill, Inc.
    
    Delaware
    
    100% owned by Waste Services of
Florida, Inc.
    
    100 shares of common stock owned by
Waste Services of Florida, Inc.
(Certificate No.2)11.
    
    Waste Services of Arizona, Inc.
    
    Delaware
    
    100% owned by Waste Services, Inc.
    
    100 shares owned by Waste Services,
Inc. (Certificate No. C-2)12.
    
    Ram-Pak Compaction Systems Ltd.
    
    Canada
    
    100% owned by Waste Services (CA)
Inc.
    
    68 Class A shares owned by Waste
Services (CA) Inc. (Certificate No.
A-7)13.
    
    9180-1720 Quebec Inc.
    
    Quebec
    
    100% owned by Waste Services (CA)
Inc.
    
    804 Common shares owned by Waste
Services (CA) Inc.14.
    
    Freedom Recycling Holdings, LLC
    
    Florida
    
    100% participation owned by Waste
Services, Inc. (represents 100
points and a sharing ration of
100%)
    
    100% participation owned by Waste
Services, Inc. (represents 100
points and a sharing ration of 100%)
(Certificate No. 2)




---



##### 



Schedule 4.15(b)
Agreements Related to Capital Stock
 1.
    
    Warrants to purchase shares of common stock at the ratio of one share for three warrants.
 Exercise
    
    
    
    
    
    Number of WarrantsWarrant
    
    Price ($)
    
    Expiry Date
    
    OutstandingApril 30, 2004 Warrants
    
    
    4.00
    
    
    April 30, 2009
    
    
    1,339,000Martin, Larry
    
    
    5.75
    
    
    February 24, 2009
    
    
    200,000Sutherland-Yoest, David
    
    
    2.70
    
    
    September 7, 2011
    
    
    1,000,000DeGroote, Michael G
    
    
    2.84
    
    
    March 28, 2010
    
    
    264,085Kelso Warrants
    
    
    3.00
    
    
    May 6, 2010
    
    
    7,150,000TOTAL
    
    
    
    
    
    
    
    
    
    
    9,953,085
 2.
    
    Provisions attaching to the exchangeable shares of Waste Services (CA) Inc.3.
    
    Stock options issued pursuant to the 1999 Stock Option Plan of Waste Services (CA) Inc. and
the 2007 Equity and Performance Incentive Plan.4.
    
    Restricted stock units granted pursuant to the 2007 Equity and Performance Incentive Plan.




---



##### 



Schedule 4.17
Environmental Matters
 1.
    
    Potential soil and ground waster contamination associated with past uses of 1601 North
34th Street and 1400 North 35th Street, Tampa, Florida 33605.
Petroleum smells and staining. Likely contamination from fertilizer plant operated from 1915
to 1979. Estimated future remediation costs of $550,000. No remedial actions taken to date.
Geosyntec has been hired to submit an action plan to the FDEP prior to year end.2.
    
    Clearwater Material Transfer. Potential soil and ground water contamination associated with
past uses of 12875 60th Street North, Clearwater, Florida 33760. Contaminated groundwater
has been detected along the property line of the 126th Avenue Landfill (closed) that abuts the
CMT property. There is a high potential that soil and groundwater quality impacts could be
associated with the former 126th Avenue Landfill site which could adversely affect soil and
groundwater quality at the CMT property. FDEP is aware of this contamination and is
addressing the issue through litigation with the owner of the 126th Avenue Landfill. CMT has
not been asked to take any action. In addition, a septic system has been identified on the
CMT property that may, in the future, require remedial work. The estimated remedial cost
related to the septic system is $50,000, for which a reserve has been established.3.
    
    Potential soil and ground waster contamination associated with past uses of 5113 Uceta Road,
Tampa, Florida 33618. Blast grit on site from previous owner. FDEP pursuing prior owner
under consent order with prior owner. Estimated future remediation costs of up to $500,000.4.
    
    Potential ground water contamination at Sun Country Landfill. Remediation of ground water
plume anticipated over a number of years; estimated future costs of $150,000.5.
    
    Pro Disposal  Potential soil contamination at 2289 Brunner Lane, Ft. Myers, Florida 33912.
Surface stained soil to be removed. Estimated costs less than $25,000.6.
    
    Pro Disposal  Potential soil and ground water contamination at 3715 Progress Avenue, Naples,
Florida 34104. Petroleum related compounds and arsenic in soil will require soil removal and
monitoring. Estimated remediation costs of $150,000.7.
    
    Altamonte (Orlando) Hauling Fuel Island. A proposed remediation action plan has been
developed to address contamination resulting from a leak in the piping system of the fueling
station at the facility. The proposed remediation action plan has been submitted to FDEP for
its review and approval. The proposed plan would involve excavation and removal of
contaminated soil and groundwater, and installation of an air sparging system. The cost
estimate to restore soil and groundwater quality at the site to attempt to achieve No Further
Action status is $300,000.8.
    
    JED Landfill Title V Air Permit. On August 27, 2008, the JED Landfill received a Consent
Order from the Florida Department of Environmental Protection (FDEP) related




---



##### 



to a warning letter received in 2007 regarding the timing of the installation of a gas
collection system and related reporting. Omni Waste of Osceola County, LLC, the owner of
the JED Landfill, has signed the Consent Order which will require payment of a fine of
$61,200 (which may be replaced with an agreed Pollution Prevention (P2) program which is
currently being discussed) and installation of the required gas collection systems by
December 31, 2008. Will likely be resolved by year end..
 9.
    
    Sun Country Materials Landfill Warning Letter. On July 30, 2008, the Sun Country Materials C
& D Landfill received a warning letter from the FDEP regarding unacceptable waste in the
landfill, inadequate number of spotters, insufficient select waste layer, slopes steeper than
3 to 1, fill sequencing and phased closure of old fill. The proposed fine is $18,097 which we
have agreed to pay. A short form consent order will be drafted by the FDEP and will be
resolved by year end.




---



##### 



Schedule 4.19(a)
Filing Jurisdictions under Personal Property Security Legislation
 1.
    
    US  UCC Filings
 Loan Party
    
    Filing OfficeWaste Services, Inc.
    
    Secretary of State, DelawareJacksonville Florida Landfill, Inc.
    
    Secretary of State, DelawareWaste Services of Arizona, Inc.
    
    Secretary of State, DelawareWaste Services of Florida, Inc.
    
    Secretary of State, DelawareOmni Waste of Osceola County LLC
    
    Secretary of State, FloridaSLD Landfill, Inc.
    
    Secretary of State, DelawareSanford Recycling and Transfer, Inc.
    
    Secretary of State, FloridaSun County Materials, LLC
    
    Secretary of State, DelawareTaft Recycling, Inc.
    
    Secretary of State, FloridaFreedom Recycling Holdings, LLC
    
    Secretary of State, Florida
 2.
    
    Canadian Personal Property Registrations
 Jurisdiction
    
    Debtor NameBritish Columbia
    
    Waste Services (CA) Inc.Alberta
    
    Waste Services (CA) Inc.Saskatchewan
    
    Waste Services (CA) Inc.Ontario
    
    Waste Services (CA) Inc.Ontario
    
    Ram-Pak Compaction Systems Ltd.Ontario
    
    Capital Environmental Holdings CompanyOntario
    
    Waste Services, Inc.Ontario
    
    Waste Services of Arizona, Inc.Ontario
    
    Waste Services of Florida, Inc.Ontario
    
    Jacksonville Florida Landfill, Inc.Ontario
    
    Omni Waste of Osceola County LLCOntario
    
    SLD Landfill, Inc.Ontario
    
    Sanford Recycling and Transfer, Inc.Ontario
    
    Sun County Materials, LLC




---



##### 



Jurisdiction
    
    Debtor NameOntario
    
    Taft Recycling, Inc.Ontario
    
    Freedom Recycling Holdings, LLCNova Scotia
    
    Capital Environmental Holdings Company




---



##### 



Schedule 4.19(b)
UCC Financing Statements to be Terminated
 ORIGINAL FILE DATEDEBTOR
    
    SECURED PARTY
    
    JURISDICTION
    
    AND NUMBER
    
    DESCRIPTIONWaste Services, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No: 33437384
    
    All AssetsWaste Services, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No: 41220088
    
    All AssetsWaste Services of 
Florida, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No: 3343735
    
    All AssetsWaste Services of 
Florida, Inc
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No: 41220104
    
    All AssetsJacksonville 
Florida Landfill, 
Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No: 41135997
    
    All AssetsJacksonville 
Florida Landfill, 
Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No: 41220062
    
    All AssetsPro Disposal, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Florida
    
    File No. 200604452193

Date: 12/27/2006
    
    All AssetsU.S.A. Recycling 
Holdings, L.L.C.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Florida
    
    File No. 200705304254

Date: 04/13/2007
    
    All AssetsU.S.A. Recycling 
L.L.C.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Florida
    
    File No. 200705304262

Date: 04/13/2007
    
    All AssetsFreedom Recycling 
Holdings LLC
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Florida
    
    File No. 200705304246

Date: 04/13/2007
    
    All Assets




---



##### 



ORIGINAL FILE DATEDEBTOR
    
    SECURED PARTY
    
    JURISDICTION
    
    AND NUMBER
    
    DESCRIPTIONSLD Landfill Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No. 64496352
Date: 12/21/2006
    
    All AssetsSun Country 
Materials, LLC
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No. 63133972
Date 09/11/2006
    
    All AssetsWaste Services of 
Arizona, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No. 33437285
Date: 12/31/2003
    
    All AssetsWaste Services of 
Arizona, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No. 41220112
Date: 04/30/2004
    
    All AssetsWaste Services of 
Arizona, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative
Agent
    
    Delaware
    
    File No. 70827492
Date: 03/06/2007
    
    All AssetsSouthwest Dumpster, 
Inc.
    
    Comerica Bank, as
Agent
    
    Florida
    
    File No. 200704703147
Date: 1/30/2007
    
    Blanket LienPro Disposal, Inc.
    
    VFS US LCC
    
    Florida
    
    File No: 200407462242
File Date: 07/21/2004
    
    2004 Mack CHN613
s/n
1M1AA18Y04N157098
together with
accessoriesPro Disposal, Inc.
    
    VFS US LLC
    
    Florida
    
    File No: 200500454866
File Date: 08/16/2005
    
    2006 Mack CHN613
s/n
1M2AG06Y56N003483
together with
accessoriesPro Disposal, Inc.
    
    Stag Leasing, Inc.
    
    Florida
    
    File No: 20050000366X
File Date: 06/23/2005
    
    2006 Mack CHN613
s/n
1M1AJ06Y16N003841
together with
accessoriesPro Disposal, Inc.
    
    VFS US LLC
    
    Florida
    
    File No: 20040861934X
File Date: 08/16/2005
    
    2005 Mack CHN613
s/n
1M1AJ06Y65N001646
together with
accessoriesPro Disposal, Inc.
    
    VFS US LLC
    
    Florida
    
    File No: 200509517410
File Date: 04/25/2005
    
    3  2005 Mack CHN613
s/n
1M1AJ06Y55N001802,
1M1AJ06Y75N001803,
1M1AJ06Y95N001804
together with
accessories




---



##### 



ORIGINAL FILE DATEDEBTOR
    
    SECURED PARTY
    
    JURISDICTION
    
    AND NUMBER
    
    DESCRIPTIONU.S.A. Recycling 
Holdings, L.L.C.
    
    Toyota Motor Credit
Corporation
    
    Florida
    
    File No.: 200500092506
File Date: 07/05/2005
    
    1 New 2005 Toyota
Industrial Forklift
Truck
Model 7FDU25
S/N: 7FDU25-61654USA Recycling, LLC
    
    Toyota Financial
Services
    
    Florida
    
    File No.: 200406190109
File Date: 02/19/2004
    
    1 New 2004 Toyota
Forklift
Model 7FDU25
S/N: 61007USA Recycling, LLC
    
    General Electric
Capital Corporation
    
    Florida
    
    File No: 200406177455
File Date: 02/17/2004
    
    1 Princeton Z2-3
Piggy back 86 mast
low profileU.S.A. Recycling, 
L.L.C.
    
    Center Capital
Corporation
    
    Florida
    
    File No.: 20030446650
File Date: 06/06/2003
    
    Specific Equipment
- 24 20CY Roll Off
Steel ContainersU.S.A. Recycling, 
L.L.C.
    
    Center Capital
Corporation
    
    Florida
    
    File No.: 200304655943
File Date: 08/07/2003
    
    Specific Equipment
- 24 EBCO 20CY Roll
off Steel
ContainersU.S.A. Recycling, 
L.L.C.
    
    Center Capital
Corporation
    
    Florida
    
    File No.: 200407122905
File Date: 06/08/2004
    
    Specific EquipmentU.S.A. Recycling, 
L.L.C.
    
    Center Capital
Corporation
    
    Florida
    
    File No.: 200603035130
File Date: 06/28/2006
    
    Specific EquipmentU.S.A. Recycling, 
L.L.C.
    
    Center Capital
Corporation
    
    Florida
    
    File No.: 200603035173
File Date: 06/28/2006
    
    Specific EquipmentU.S.A. Recycling 
L.L.C.
    
    Lakeland Bank
Equipment Leasing
Division
    
    Florida
    
    File No.: 200704625529
File Date: 01/22/2007
    
    Specific EquipmentPro Disposal, Inc.
(Defendant)
    
    Amanda K. Buckley
    
    Lee County, FL
    
    #BK 4154 PG 4310
File Date: 12/23/2003
    
    JUDGMENT
$863.34Waste Services of 
Arizona, Inc.
    
    TCF Leasing, Inc.
    
    Delaware
    
    File No: 50740622
File Date: 03/08/2005
    
    Specific Equipment
2003 Autocar WX64
with a Wittke Model
FLC 3102-40 Super
Duty Front Loader
Eject Style




---



##### 



Jurisdiction
    
    Secured Party Name
    
    Registration Particulars
    
    Collateral SecuredRegistrations with respect to Waste Services (CA) Inc.Ontario
    
    Lehman Commercial
Paper Inc., as
Administrative Agent
    
    File No.: 602028252
Registration No.:
20031223 1131 1590 5943
    
    Inventory, Equipment, Accounts, Other,
Motor Vehicle IncludedAlberta
    
    Lehman Commercial
Paper Inc., as
Administrative Agent
    
    Registration No.:
03122316387
Date: December 23, 2003
    
    All Present and after acquired personal
property of the debtorAlberta
    
    2038314 Ontario Inc. 
181 Bay Street, Suite
4400, Toronto ON
M5J 2T3
    
    Registration No.:
03123004677
Date: December 30, 2003
    
    Land ChargeBritish Columbia
    
    2038314 Ontario Inc.
181 Bay Street, Suite
4400, Toronto ON
M5J 2T3
    
    Registration No.: 460362B 
Date: December 30, 2003
    
    An uncrystalized floating charge on landBritish Columbia
    
    Lehman Commercial
Paper Inc., as
Administrative Agent
    
    Registration No.: 455575B 
Date: December 23, 2003
    
    All of the presently owned or held and
after acquired propertyRegistrations with respect to Ram-Pak Compaction Systems Ltd.Ram-Pak Compaction
Systems Ltd.
    
    Lehman Commercial
Paper Inc., as
Administrative Agent
    
    File No. 602028279
Registration No.:
20031223 1131 1590 5944
    
    Inventory, Equipment, Accounts, Other,
Motor Vehicle IncludedRegistrations with respect to Waste Services, Inc.Waste Services, Inc.
    
    Lehman Commercial
Paper Inc., as
Administrative Agent
    
    File No. 602028297
Registration No.:
20031223 1132 1590 5946
    
    Inventory, Equipment, Accounts, Other,
Motor Vehicle IncludedRegistrations with respect to Capital Environmental Resource Inc.Capital
Environmental
Resource Inc.
    
    Fanotech Enviro Inc.
220 Old North Road,
R.R. No. 3, Huntsville,
ON P1H 2J4
    
    File No: 614967804
Registration No.:
20050510 1135 1200 0928
    
    Equipment, Other, Motor Vehicle Included.
2003 Sterling Model Acterra VIN 
2FZAAHCS03AK85226
2003 Sterling Model Acterra VIN 
2FZAAHCS73AK85224
2003 Sterling Model Acterra VIN 
2FZAAHCSX3AK85220
2003 Sterling Model Acterra VIN 
2FZAAHCSX3AK85217
2003 Sterling Model Acterra VIN 
2FZAAHCS53AK85223




---



##### 



Schedule 4.24
 Owned and Leased Property; Mortgaged Property
 Canadian Properties  Owned and Leased
 Waste Services (CA) Inc. owns the following properties (All Mortgaged Properties):
                     Waste Services (CA) Inc. leases the following properties:




---



##### 



th
      US Properties  Owned and Leased
 Waste Services, Inc. leases the following property:
  Waste Services of Florida, Inc. owns the following properties (All Mortgaged Properties):
   th th
  th




---



##### 



1 4 1 4 1 4
 Waste Services of Florida, Inc. leases the following properties:
  rd
   th
     Freedom Recycling Holdings, LLC owns the following property (Mortgaged Property):
  Sanford Recycling and Transfer, Inc. owns the following property (Mortgaged Property):
  Taft Recycling, Inc. owns the following property (Mortgaged Property):
 th
 Sun Country Materials, LLC owns the following property (Mortgaged Property):
  Omni Waste of Osceola County LLC owns the following property (Mortgaged Property):
  SLD Landfill, Inc. owns the following property (Mortgaged Property):




---



##### 



Schedule 5.1(h)
Environmental Assessments




---



##### 



Table 1  Geosyntec Due Diligence Work Performed for
Waste Services Inc. and Capital Environmental Resources Inc.
 Date Published
    
    Geosyntec
    
    
    
    Site Description/Location(Month-20XX)
    
    Project Number
    
    Document Title
    
    at Time of Due DiligenceMarch-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s Main
Facility, 1099 Miller Drive, Altamonte
Springs, Seminole County, FloridaMarch-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s Fort
Myers Facility, 2465 Highland Avenue,
Fort Myers, Lee County, FloridaMarch-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s
LaBelle Facility, 1378 State Route 29
North, LaBelle, Hendry County, FloridaMarch-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s Lake
County Facility, 3925 Rogers Industrial
Park Blvd, Okahumpka, Lake County,
FloridaMarch-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s
Tampa Facility, 1915 N. 62nd Street,
Tampa, Hillsborough County, FloridaMarch-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s Taft
Transfer Facility, 375 W. 7th Street,
Orlando, Orange County, FloridaMarch-03
    
    FR0498
    
    Potential CERCLA PRP Cleanup
Liability Evaluation
    
    Multiple Florida Recycling Services SitesApril-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s Rand
Yard Facility, 922 White Cedar Road,
Sanford, Seminole County, Florida
 1 of 7




---



##### 



Table 1  Geosyntec Due Diligence Work Performed for
Waste Services Inc. and Capital Environmental Resources Inc.
 Date Published
    
    Geosyntec
    
    
    
    Site Description/Location(Month-20XX)
    
    Project Number
    
    Document Title
    
    at Time of Due DiligenceApril-03
    
    FR0507
    
    Modified Phase I
Environmental Site
Assessment
    
    Florida Recycling Services, Inc.s Ft.
Myers Vacant Property, 2491 Highland
Avenue, Fort Myers, Lee County, Florida
33916August-03
    
    FR0498
    
    Phase I Environmental Site Assessment
    
    Florida Recycling Services, Inc.s Ft.
Myers Vacant Property, 2491 Highland
Avenue, Fort Myers, Lee County, Florida
33916August-03
    
    FR0498
    
    Phase II Environmental Site
Assessment
    
    Florida Recycling Services, Inc.s Main
Facility, 1099 Miller Drive, Altamonte
Springs, Seminole County, FloridaAugust-03
    
    FR0498
    
    File Review and Phase II
Environmental Site
Assessment
    
    Florida Recycling Services, Inc.s Fort
Myers Facility, 2465 Highland Avenue,
Fort Myers, Lee County, FloridaAugust-03
    
    FR0498
    
    Phase II Environmental Site
Assessment
    
    Florida Recycling Services La Belle
Facility, 1378 State Route 29 North, La
Belle, Hendry County, FloridaAugust-03
    
    FR0498
    
    Phase II Environmental Site
Assessment
    
    Florida Recycling Services, Inc.s Lake
County Facility, 3925 Rogers Industrial
Park Blvd, Okahumpka, Lake County,
FloridaAugust-03
    
    FR0498
    
    Phase II Environmental Site
Assessment
    
    Florida Recycling Services, Inc.s St.
Lucie County Facility, 4100 Selvitz
Road, Fort Pierce, St. Lucie County,
Florida
 2 of 7




---



##### 



Table 1  Geosyntec Due Diligence Work Performed for
Waste Services Inc. and Capital Environmental Resources Inc.
 Date Published
    
    Geosyntec
    
    
    
    Site Description/Location(Month-20XX)
    
    Project Number
    
    Document Title
    
    at Time of Due DiligenceAugust-03
    
    FR0498
    
    Phase II Environmental Site
Assessment
    
    Florida Recycling Services, Inc.s Taft
Transfer Facility, 375 W. 7th Street,
Orlando, Orange County, FloridaDecember-03
    
    FR0568
    
    Phase I Environmental Site Assessment
    
    Allied Waste Industries, Inc.s Tampa
Recyclery, 3560 126th Avenue,
Clearwater, Pinellas County, FloridaDecember-03
    
    FR0568
    
    Environmental Compliance
Review
    
    Allied Waste Industries, Inc.s Tampa
Recyclery, 3560 126th Avenue,
Clearwater, Pinellas County, FloridaDecember-03
    
    FR0568
    
    Phase I Environmental Site Assessment
    
    Allied Waste Industries, Inc.s Tampa
Bay Hauling Facility, 11500 43rd Street
N., Clearwater, Pinellas County, Florida
33762December-03
    
    FR0568
    
    Environmental Compliance
Review
    
    Allied Waste Industries, Inc.s Tampa
Bay Hauling Facility, 11500 43rd Street
N., Clearwater, Pinellas County, Florida
33762December-03
    
    FR0568
    
    Phase I Environmental Site Assessment
    
    Allied Waste Industries, Inc.s Pasco
Hauling Facility, 6800 Osteen Road, New
Port Richey, Pasco County, Florida
 3 of 7




---



##### 



Table 1  Geosyntec Due Diligence Work Performed for
Waste Services Inc. and Capital Environmental Resources Inc.
 Date Published
    
    Geosyntec
    
    
    
    Site Description/Location(Month-20XX)
    
    Project Number
    
    Document Title
    
    at Time of Due DiligenceDecember-03
    
    FR0568
    
    Environmental Compliance
Review
    
    Allied Waste Industries, Inc.s Pasco
Hauling Facility, 6800 Osteen Road, New
Port Richey, Pasco County, FloridaDecember-03
    
    FR0568
    
    Phase I Environmental Site Assessment
    
    Allied Waste Industries, Inc.s
Sarasota HLG Facility,3900 North
Orange Avenue, Sarasota, Sarasota
County, FloridaDecember-03
    
    FR0568
    
    Environmental Compliance
Review
    
    Allied Waste Industries, Inc.s
Sarasota HLG Facility,3900 North
Orange Avenue, Sarasota, Sarasota
County, FloridaDecember-03
    
    FR0568
    
    Phase I Environmental Site
Assessment
    
    Allied Waste Industries, Incs.
Sarasota Transfer Station and MRF,
1325 North Osprey Avenue, Sarasota,
FloridaDecember-03
    
    FR0568
    
    Environmental Compliance
Review
    
    Allied Waste Industries, Incs.
Sarasota Transfer Station and MRF,
1325 North Osprey Avenue, Sarasota,
FloridaDecember-03
    
    FR0568
    
    Environmental Compliance
Review
    
    Allied Waste Industries, Incs. Pasco
MRF Facility, 14220 Hays Road,
Springhill, FloridaDecember-03
    
    FR0568
    
    Environmental Compliance
Review
    
    Allied Waste Industries, Incs. McKay
Bay Transfer Facility, 112 N. 34th
Street, Tampa, FloridaDecember-03
    
    FR0568
    
    Potential CERCLA PRP Cleanup
Liability Evaluation
    
    Multiple Allied Waste Industries, Inc.
Locations in FloridaApril-04
    
    FE0606
    
    Phase I Environmental Site
Assessment
    
    Aaron Long Property, Just East of U.S.
301 and C.R. 672, Balm, Hillsborough
County, Florida
 4 of 7




---



##### 



Table 1  Geosyntec Due Diligence Work Performed for
Waste Services Inc. and Capital Environmental Resources Inc.
 Date Published
    
    Geosyntec
    
    
    
    Site Description/Location(Month-20XX)
    
    Project Number
    
    Document Title
    
    at Time of Due DiligenceAugust-04
    
    FE0606
    
    Phase II Environmental Site
Assessment
    
    Aaron Long Property, Just East of U.S.
301 and C.R. 672, Balm, Hillsborough
County, FloridaAugust-04
    
    FR0568
    
    Phase II Environmental Site
Assessment
    
    Pasco Hauling Facility, 6800 Osteen
Road, New Port Richey, Pasco County,
FloridaAugust-04
    
    FE0608
    
    Phase I Environmental Site
Assessment
    
    Advanced Disposal Services Stash
Yard, 201 Parcel Lane, Orlando, Orange
County, FloridaAugust-04
    
    FE0609
    
    Phase I Environmental Site
Assessment
    
    Advanced Disposal Services Orlando
Division, 9526 Sidney Hayes Road,
Orlando, Orange County, FloridaJune-05
    
    FE0771
    
    Phase I Environmental Site
Assessment
    
    Icehouse Facility, Sanford, Seminole
County, FloridaMarch-06
    
    FE0893
    
    Modified Phase I
Environmental Site
Assessment
    
    Sun Country Materials Landfill, 11457
County Road 672, Balm, Hillsborough
County, FloridaMarch-06
    
    FE0893
    
    Modified Phase I
Environmental Site
Assessment
    
    Liberty Waste & Recycling Shop, 1601
North 34th Street, Tampa, Hillsborough
County, FloridaMarch-06
    
    FE0893
    
    Modified Phase I
Environmental Site
Assessment
    
    Liberty Waste, LLC Clearwater Materials
Transfer CMT, 12875 60th Street North,
Clearwater, Pinellas County, FloridaMarch-06
    
    FE0893
    
    Modified Phase I
Environmental Site
Assessment
    
    Liberty Waste, LLC Tampa Materials
Transfer TMT, 5113 Uceta Road, Tampa,
Hillsborough County, FloridaMay-06
    
    FE0893
    
    Phase II Environmental Site
Assessment
    
    Liberty Waste & Recycling Shop, 1601
North 34th Street, Tampa, Hillsborough
County, Florida
 5 of 7




---



##### 



Table 1  Geosyntec Due Diligence Work Performed for
Waste Services Inc. and Capital Environmental Resources Inc.
 Date Published
    
    Geosyntec
    
    
    
    Site Description/Location(Month-20XX)
    
    Project Number
    
    Document Title
    
    at Time of Due DiligenceMay-06
    
    FE0893
    
    Phase II Environmental Due
Diligence
- File Review
    
    Liberty Waste, LLC Clearwater Materials
Transfer CMT, 12875 60th Street North,
Clearwater, Pinellas County, FloridaMay-06
    
    FE0893
    
    Phase II Environmental Due
Diligence
- File Review
    
    Liberty Waste, LLC Tampa Materials
Transfer TMT, 5113 Uceta Road, Tampa,
Hillsborough County, FloridaOctober-06
    
    FE1061
    
    Modified Phase I
Environmental Site
Assessment
    
    Container Storage Area, 7450 NW 63
Street, Miami, Dade County, FloridaOctober-06
    
    FE1061
    
    Modified Phase I
Environmental Site
Assessment
    
    Allied Waste Industries Facility, 3840
NW 37 Court, Miami, Dade County, floridaDecember-06
    
    FE1089
    
    Phase I Environmental Site
Assessment and Limited
Environmental Compliance
Review
    
    Southwest Land Developers, Inc (SLD)
Recycling and Disposal Site, 30301
Zemel Road, Punta Gorda, FloridaDecember-06
    
    FE1104
    
    Phase I Environmental Site
Assessment and Limited
Environmental Compliance
Review
    
    Fort Myers MRF, 16801 Stock Court,
Fort Myers, FloridaDecember-06
    
    FE1104
    
    Phase I Environmental Site
Assessment and Limited
Environmental Compliance
Review
    
    Naples MRF, 3715 Progress Avenue,
Naples, FloridaDecember-06
    
    FE1104
    
    Phase I Environmental Site
Assessment and Limited
Environmental Compliance
Review
    
    Fort Myers Office, 2289 Bruner Lane,
Fort Myers, FloridaDecember-06
    
    FE1104
    
    Phase II Environmental Site
Assessment
    
    Fort Myers MRF, 16801 Stock Court,
Fort Myers, FloridaDecember-06
    
    FE1104
    
    Phase II Environmental Site
Assessment
    
    Naples MRF, 3715 Progress Avenue,
Naples, FloridaDecember-06
    
    FE1104
    
    Phase II Environmental Site
Assessment
    
    Fort Myers Office, 2289 Bruner Lane,
Fort Myers, Florida
 6 of 7




---



##### 



Table 1  Geosyntec Due Diligence Work Performed for
Waste Services Inc. and Capital Environmental Resources Inc.
 Date Published
    
    Geosyntec
    
    
    
    Site Description/Location(Month-20XX)
    
    Project Number
    
    Document Title
    
    at Time of Due DiligenceJanuary-07
    
    FE1162
    
    EDR Radius Map, Sanborn Map
Report
    
    Mount Dora Disposal and Fill, 3300 SR
46, Mount Dora, FloridaJanuary-07
    
    FE1162
    
    EDR Radius Map, Sanborn Map
Report
    
    West Orange Environmental, 7706 Avalon
Road, Winter Garden, FloridaFebruary-07
    
    FE1123
    
    Phase I Environmental Site
Assessment and Limited
Environmental Compliance
Review
    
    USA Recycling Material Recovery
Facility, 16711 Gator Road, Fort Myers,
FloridaFebruary-07
    
    FE1123
    
    Phase I Environmental Site
Assessment and Limited
Environmental Compliance
Review
    
    Freedom Recycling Holdings, LLC, 3407
81st Court East, Bradenton, FloridaJune-07
    
    FE1267
    
    Phase I Environmental Site
Assessment and Limited
Environmental Compliance
Review
    
    WCA Fort Myers MRF, 4251 Michigan Link
Avenue, Fort Myers, FloridaOctober-07
    
    FE1367
    
    EDR Radius Map, EDR-City
Directory, Sanborn Map
Report
    
    Lake Environmental C&D, 21505 CR 455,
Clermont, Florida
 7 of 7




---



##### 



117 Advance Boulevard, Brampton, ON
    
    XCG Consultants Environmental Compliance Review
(February 24, 2003) XCG Consultants Compliance
Audit (May 5, 1999)1266 McAdoos Lane R.R. #1
Glenburnie, ON
    
    Brian Forrestal (CERI) Environmental Inspection
Report (June 10, 1999)1450 McAdoos Lane, R.R. #1
Glenburnie, ON
    
    Brian Forrestal (CERI) Environmental Inspection
Report (June 10, 1999)34321 Industrial Way Abbotsford, BC
    
    XCG Consultants Environmental Survey (July 28,
1999) XCG Consultants  Draft Phase 1 ESA (March
5, 2004)28 and 29 Hwy 35 SouthLindsay, ON
    
    Brian Forrestal (CERI) Environmental Risk
Assessment (May 1998)53103 Strathmoor WaySherwood Park, 
ASB
    
    Stanley Environmental, Environmental Site
Assessment (March 1998)4624 Cumberland Road,Cumberland, BC
    
    Stanley Environmental Phase 1 ESA (October, 1997)1200 Carmi Avenue,Penticton, BC
    
    Stanley Environmental Phase 1 ESA (October, 1997)688 Harper Road,Peterborough, ON
    
    Brian Forrestal (CERI) Environmental Risk
Assessment Report (January 1998) Golder
Associates Phase II Environmental Site
Investigation (February, 1998)10 Hooper Road, Barrie, ON
    
    Forrestal Associates Phase 1 ESA (August 7, 1997)176A Saunders Road,Barrie, ON
    
    Environmental Risk Assessment Summary (CERI)
(August 4, 1999)300 and 306 Lake Avenue North,
Hamilton, On
    
    XCG Consultants Operational Compliance Status
Report (April 26, 1999)23082 McCowan Road,Sutton West, ON
    
    XCG Consultants Baseline Phase 1/Phase 2
Environmental Site Assessment (August 3, 1999)
XCG Consultants Environmental Risk Assessment
Summary (July 14, 1999)Gap LandfillClass II Environmental
Landfill Minton, Saskatchewan
    
    EBA Engineering Consultants Due Diligence Audit
(December 22, 2003)779 Powerline Road, Brantford, ON
    
    Forrestal Associates Environmental Site
Assessment (July 23, 1997)147 and 155 Ardelt Avenue,
Kitchener, ON
    
    Forrestal Associates Environmental Inspection
Report (July 23, 1997)1151 Herring Gull WayParksville, BC
    
    Stanley Environmental Consultants Phase 1 ESA
(August 21, 1997)Paintearth Municipal Landfill
Coronation LandfillCoronation, AB
    
    Comprehensive Annual Report for the year ended
December 31, 2002 (March 31, 2003)1152 Kenaston Street,Ottawa, ON
    
    Forrestal Associates Environmental Site
Assessment (August 6, 1997)1223 Confederation Street,Sarnia, ON
    
    Forrestal Associates Environmental Site
Assessment (August 11, 1997)




---



##### 



3354 Navan Road,Ottawa, ON
    
    Annual Operations and Monitoring Report (March
2003) XCG Consultants Environmental Compliance
Review (February 2003) Draft XCG Consultants
Environmental Compliance Review (February 2004)
Gartner Lee Letter Report (January 21, 2002)500 and 580 Ecclestone Drive,
Bracebridge, On
    
    Forrestal Associates Environmental Risk
Assessment (November 11, 1997)180 James Street West,Orillia, ON
    
    XCG Consultants Environmental Compliance Review (February
24, 2003) Brian Forrestal (CERI)
Environmental Risk Assessment Report (May, 1998)Nibourg Waste Management2332 County
Road 41Napanee, ON
    
    XCG Phase 1 ESA (Oct/Nov, 2006) XCG Phase 2 ESA (Oct/Nov, 2006)Part Ni/2 Lot 10, Concession 11,
Township of Innisfil, Barrie, ON
    
    Skelton Brumwell & Associates Ltd. Environmental
Site Assessment, (August 1, 2007)2628 Glanfield Rd.,Ottawa, ON
    
    Golder Associates Ltd. Phase 1 Environmental
Site Assessment (June, 2002)




---



##### 



Schedule 6.15
Post Closing Obligations
 Real Estate Post Closing Obligations
     #1: 7580 Phillips Hwy., Jacksonville, FL, County: Duval
 LCPI SNDA
 #4: 6800 Osteen Rd., New Port Richey, FL, County: Pasco




---



##### 



#9: J.E.D. Landfill, 1501 Omni Way, St. Cloud, FL, County: Osceola
  #18: Transfer Facility, County: Seminole
  #19: Ice House, County: Seminole
  #24: Taft, FL (375 West 7 th Street, Taft, FL), County: Orange
 th
 #29: 30199 Zemel Road, Punta Gorda, FL, County: Charlotte




---



##### 



#30: Freedom Recycling, Lena Business Park, Lot 6, Bradenton, FL, County: Manatee
   Other Post Closing Obligations




---



##### 



Schedule 7.2(d)
Existing Indebtedness
 1.
    
    A Promissory Note for approximately $2,500,000 in connection with the acquisition of Omni
Waste of Osceola County LLC in favor of Evadne Gannarelli.2.
    
    Capital Lease Obligations in the amount of approximately $1,200,000.3.
    
    In November 2002, Waste Services (CA) Inc. entered into a put or pay disposal agreement with
RCI Environnement Inc. and certain of its affiliates and Intersan Inc. pursuant to which Waste
Services (CA) Inc. and RCI Environnement Inc. and its affiliates agreed to deliver certain
volumes of waste to the landfills and transfer stations of Intersan Inc. over a seven year
period. Waste Services (CA) Inc. has issued a letter of credit for Cdn. $4,000,000 to secure
its obligation.4.
    
    Installment Sales Contract with Caterpillar Financial for a Caterpillar Wheel Loader GP
Bucket Setco Solid Tire and Rim, Serial # JMS000860 payable in equal monthly installments of
$9,624.44 commencing December 1, 2006, with a current balance of approximately $345,000.5.
    
    Note dated June 29, 2007 payable to WCA Corporation (assigned to CSFB) in the original
principal amount of $10,500,000 payable without interest in 84 monthly payments of $125,000.00
on the last business day of each month until Jun 2014  current balance approximately
$8,625,000 .6.
    
    Deferred obligation to complete closure of adjacent C&D landfill in connection with
acquisition of SLD Landfill. Estimated cost of approximately $1,800,000.7.
    
    Deferred obligation of approximately $195,000 to Cassidy Homes in connection with acquisition
of Sun Country Landfill. Future contingent obligation of approximately $500,000 as building
permits obtained for dwelling units.




---



##### 



Schedule 7.3 (f)
Existing Liens
 1.
    
    Security deposit of $2,100,000 paid to members of the Ward family re proposed
acquisition of RIP, Inc.2.
    

    Security deposit of $550,000 paid to Hathis Wadi LLC re proposed acquisition of land
adjacent to SLD Landfill.3.
    
    Liens on domestic assets as follows:
 ORIGINAL FILESECURED
    
    
    
    DATE ANDDEBTOR
    
    PARTY
    
    JURISDICTION
    
    NUMBER
    
    DESCRIPTIONWaste Services, Inc.
1325 North Osprey Avenue,
Sarasota, FL 34326
    
    Phoenix Funding
Group, LLC
    
    Florida
    
    File Date:08/25/2008
File #: 20080901225X
    
    1- DM4 Channel 80GB DVR w CD & DVD Burner
2-Samsung Color Day/Night High Resolution
Cameras SCC 2311
2-Camera Housings w/ Sunshield/ Heater
HPV 36HSWaste Services, Inc.
5113 Uceta Road,
Tampa, FL 33618
    
    Phoenix Funding
Group, LLC
    
    Florida
    
    File Date:08/25/2008
File #: 200809012225
    
    1- DM4 Channel 80GB DVR w CD & DVD Burner
2-Samsung Color Day/Night High Resolution Cameras SCC 2311
2-Camera Housings w/ Sunshield/ Heater
HPV 36HSWaste Services, Inc.
11457 CR 672.
Balm, FL 33598
    
    Phoenix Funding
Group, LLC
    
    Florida
    
    File Date:
08/25/2008

File #: 200809012233
    
    1- DM4 Channel 80GB DVR w CD & DVD Burner
2-Samsung Color Day/Night High Resolution
Cameras SCC 2311
2-Camera Housings w/ Sunshield/ Heater
HPV 36HSWaste Services, Inc.
12875 60th Street.
Clearwater, FL 33760
    
    Phoenix Funding
Group, LLC
    
    Florida
    
    File Date: 08/25/2008

File #: 200809012241
    
    1- DM4 Channel 80GB DVR w CD & DVD Burner
2-Samsung Color Day/Night High Resolution
Cameras SCC 2311
2-Camera Housings w/ Sunshield/ Heater
HPV 36HSWaste Services, Inc.
11500
43rd Street N., 
Clearwater, FL 33762
    
    Ervin Leasing
Company
    
    Florida
    
    File Date:
11/20/2007
File #: 200707043202
    
    Filing for information only

1 Taridan Telephone System, per Schedule

A, Ervin Leasing Company Lease No.
158963-01Waste Services, Inc.
11500 43rd Street N.,
Clearwater, FL 33762
    
    Ervin Leasing
Company
    
    Delaware
    
    File Date:
08/02/2007
File #: 3154696
    
    Filing for information only.

1 Taridan Telephone System per Schedule A 

Ervin Leasing Company Lease No. 158963-02.Waste Services of Florida,
Inc.
6800 Osten Road, New Port
Richy, FL 34653
    
    US Express Leasing,
Inc.
    
    Florida
    
    File Date:
03/23/2007
File #: 200705123896
    
    All items of personal property leased
pursuant to that certain Lease Agreement
dated March 20, 2007, together with all
related software, all additions,
attachments, accessories and accessions
thereto, whether or not furnished by the
supplier thereof; and any and all
substitutions, replacements and exchanges
therefor and all insurance proceeds
thereof.




---



##### 



ORIGINAL FILESECURED
    
    
    
    DATE ANDDEBTOR
    
    PARTY
    
    JURISDICTION
    
    NUMBER
    
    DESCRIPTIONWaste Services of Florida,
Inc.
1601 N. 34 St., Tampa, FL
33605
    
    US Express Leasing,
Inc.
    
    Florida
    
    File Date:
09/10/2007
File #: 200706485678
    
    All items of personal property pursuant
to that certain Leased Agreement dated
August 31, 2007, together with all
related software, all additions,
attachments, accessories and accessions
thereto, whether or not furnished by the
supplier thereof; and any and all
substitutions, replacements and exchanges
therefor and all insurance proceeds
thereof. 
1 Kyocera Mita 2050 S/N J3106793Waste Services of Florida,
Inc.
5002 T-Rex Ave., Suite 200
Boca Raton, FL
    
    US Express Leasing
Inc.
    
    Delaware
    
    File Date:
08/17/2006
File #: 62861458
    
    All items of personal property pursuant
to that certain Leased Agreement dated
August 9, 2006, together with all related
software, all additions, attachments,
accessories and accessions thereto,
whether or not furnished by the supplier
thereof; and any and all substitutions,
replacements and exchanges therefor and
all insurance proceeds thereof. 
1 Kyocera Mita 5035 S/N M3041516Waste Services of Florida,
Inc.
3900 N. Orange Street,
Sarasota, FL
    
    US Express Leasing
Inc.
    
    Delaware
    
    File Date:
02/27/2007
File #: 07351504
    
    All items of personal property pursuant
to that certain Leased Agreement dated
August 9, 2006, together with all related
software, all additions, attachments,
accessories and accessions thereto,
whether or not furnished by the supplier
thereof; and any and all substitutions,
replacements and exchanges therefor and
all insurance proceeds thereof.
1 Kyocera Mita 5035 S/N M3042712Waste Services of Florida,
Inc. 
11500 43rd Street
North, Clearwater, FL
    
    US Express Leasing
Inc.
    
    Delaware
    
    File Date:
05/11/2007
File #: 1786101
    
    All items of personal property pursuant
to that certain Leased Agreement dated
August 9, 2006, together with all related
software, all additions, attachments,
accessories and accessions thereto,
whether or not furnished by the supplier
thereof; and any and all substitutions,
replacements and exchanges therefor and
all insurance proceeds thereof.
1 Kyocera Mita 5050 copier systemWaste Services of Florida,
Inc.
1325 N. Osprey Ave.,
Sarasota, FL
    
    US Express Leasing
Inc.
    
    Delaware
    
    File Date: 05/31/2007
File #: 2035227
    
    All items of personal property pursuant
to that certain Leased Agreement dated
August 9, 2006, together with all related
software, all additions, attachments,
accessories and accessions thereto,
whether or not furnished by the supplier
thereof; and any and all substitutions,
replacements and exchanges therefor and
all insurance proceeds thereof. 
1 Kyocera Mita 2050 copier system




---



##### 



ORIGINAL FILESECURED
    
    
    
    DATE ANDDEBTOR
    
    PARTY
    
    JURISDICTION
    
    NUMBER
    
    DESCRIPTIONWaste Services of Florida,
Inc. 
2602 North 34th
Street, Tampa, FL
    
    US Express Leasing
Inc.
    
    Delaware
    
    File Date:
09/25/2007
File #: 3610325
    
    All items of personal property pursuant
to that certain Leased Agreement dated
August 9, 2006, together with all related
software, all additions, attachments,
accessories and accessions thereto,
whether or not furnished by the supplier
thereof; and any and all substitutions,
replacements and exchanges therefor and
all insurance proceeds thereof. 
1 Kyocera FS-C5030N S/N E7510112Waste Services of Florida,
Inc. 
11500 43rd
Street, Clearwater, FL 33762
    
    CIT Technology 
Financing Services,
Inc.
    
    Florida
    
    File Date:
08/06/2008
File #: 200808893511
    
    2 Kyocera Mita 5050-K8310681, K8310687
1 Konica Minolta 253-A02E)11004831
1 Kyocera Mita 2560- S8501462 plus all
other types of office equipment and
products, computers, security systems and
other items of equipment leased to and/or
financed for debtor/lessee by secured
party/lessor and including all
replacements, upgrades and substitutions
hereafter occurring to all of the
foregoing equipment and all now existing
and future attachments, parts,
accessories and add -ons for all of the
foregoing items and types of equipment
and all proceeds and products thereof.Waste Services of Florida,
Inc.
    
    Credit Suisse
Funding LLC
    
    Delaware
    
    File Date:
06/03/2008
File #: 1989175
    
    All assets and personal property of
Debtor in connection with or related to
that certain real property located in Lee
County, FL having a legal description as
set forth in Schedule A: Tract or Parcel of Land lying in the East
One-half (E1/2) of the southeast quarter
of Section 17, Township 44 South, Range
25 East, Lee County County, FL.Waste Services, Inc.
11500 43rd St.
North, Clearwater, FL 33762
    
    US Express Leasing
Inc.
    
    Delaware
    
    File Date:
04/11/2007
File #: 1358067
    
    All items of personal property pursuant
to that certain Leased Agreement dated
April 9, 2007, together with all related
software, all additions, attachments,
accessories and accessions thereto,
whether or not furnished by the supplier
thereof; and any and all substitutions,
replacements and exchanges therefor and
all insurance proceeds thereof.

1 Tadiran Coral IPX500 Telephone SystemWaste Services, Inc. 11500 43rd St.
North, Clearwater, FL 33762
    
    Ervin Leasing
Company
    
    Delaware
    
    File Date: 08/02/2007File#: 3154696
    
    Taridan Telephone SystemOmni Waste of Osceola 
County, LLC
    
    Caterpillar
Financial Services
    
    Florida
    
    File Date:
04/08/2004
File #:
200406604272
    
    One Caterpillar D7RIILGP track-type
tractor SN AFG00527 and substitutions,
replacements, additions and accessions
thereto.Liberty Waste, LLC
    
    Caterpillar
Financial Services
Corporation
    
    Florida
    
    File Date:
01/05/2006
File #: 20060155196
    
    One Caterpillar 966GII Wheel Loader SN
AXJ02913 and substitutions, replacements,
additions and accessions thereto.Pro Disposal, Inc.
    
    Caterpillar
Financial Services
Corporation
    
    Florida
    
    File Date:
11/03/2006
File #: 200604059734
    
    One Caterpillar 980H Wheel Loader W/GP
Bucket A/N: JMS00860 and substitutions,
replacements, additions and accessions
thereto




---



##### 



C. Liens on Canadian assets.
  Jurisdiction
    
    Secured Party Name
    
    Registration Particulars
    
    Collateral SecuredRegistrations with respect to Waste Services (CA) Inc.Ontario
    
    Ricoh Canada Inc.
100-1235 North Service Rd. W,
Oakville, ON L6M 2W2
    
    File No. 641025945
Registration No. 20071128
1949 1531 9958
    
    Equipment, OtherOntario
    
    Xerox Canada Ltd.
33 Bloor Street,
3rd Floor,
Toronto, ON M4W 3H1
    
    File No.: 640460682
Registration No.: 20071105
1701 1462 2484
    
    Equipment, OtherOntario
    
    Wakefield Canada Inc.
3620 Lakeshore Blvd. W.,
Toronto, ON M8W 1P2
    
    File No.: 632582082
Registration No.: 20070202
1433 8077 7777
    
    Equipment
Secured Amount : $4,447
1-225-006 Graco Fireball 300 50
1 Grease Pump 
Pkg 2  993091 Graco Bench Tank 
Pkgs 1  244-100 Falcon Grease Pump
Total Value $4,447.25Ontario
    
    VFS Canada Inc.
73 Industrial Parkway North,Aurora, ON L4G 4G4
    
    File No.: 630828261
Registration No.: 20061122 1711 8077 1904
Amended by: 20061208 1447
8077 3071
    
    Equipment, Other, Motor Vehicle Included
2007 Mack MR688S VIN #:  1M2K189CX7MO34253 c/w 40 cubic yard 
Universal Front End Loader Model
LM200FE SN8003-3-1620 including dual
camera spotlights, camera back up
system and fork alarmOntario
    
    Xerox Canada Ltd.
33 Bloor Street E,
3rd Floor,
Toronto, ON M4W 3H1
    
    File No.: 626749236
Registration No.: 20060705
1404 1462 5776
    
    Equipment, OtherOntario
    
    Konica Minolta Business
Solutions (Canada) Ltd./Solutions
DAffairs Konica
Minolta (Canada) Ltee
P.O. Box 37, Station A,
Mississauga, ON L5A 2Y9
    
    File No.: 626020119
Registration No.: 20060609
1818 7029 0696
    
    Equipment, Other
1 Minolta Bizhub C350 Bizhub
Photocopier plus all accessories with
all attachments, accessories and
proceeds thereofOntario
    
    John Deere Limited
1001 Champlain Ave., Suite401, Burlington, ON L7L 5Z4
    
    File No.: 624614454
Registration No.: 200604261441 8077 6309
    
    Equipment, Other, Motor Vehicle Included
2006 John Deere Model 624J V.I.N #: DW624JZ604862Ontario
    
    Konica Minolta Business
Solutions (Canada) Ltd. /Solutions
DAffairs Konica
Minolta (Canada) Ltee
P.O. Box 37, Station A,
Mississauga, ON L5A 2Y9
    
    File No.: 624108942
Registration No.: 20060407
1559 7029 9848
    
    Equipment, Other
1 Konica Minolta C250 copier with
accessories with all attachments,
accessories and proceeds thereofOntario
    
    De Lage Landen Financial
Services Canada Inc. #100,
1235 North Service Rd. W.,
Oakville, ON L6M 2W2
    
    File No.: 622698642
Registration No.: 20060213
1701 1462 1428
    
    Equipment, Other
All goods supplied by the secured party
pursuant to a lease with the secured
party, together with all parts and
accessories thereto and accessions
thereto and all replacements or
substitutions for such goods and
proceeds thereof , including insurance
proceeds.




---



##### 



Jurisdiction
    
    Secured Party Name
    
    Registration Particulars
    
    Collateral SecuredOntario
    
    IFC (Canada) Inc.
155 Rexdale Blvd., Suite 504,
    
    File No.: 622460673
Registration No.: 20060202
    
    Equipment, Other
Secured Amount: $16,2003 -40 cubic yard compactor containersToronto, ON M9W 5Z8
National Bank of Canada
3901 Highway 7 West
Vaughan, Ontario L4L 8L5
    
    1449 1862 4876Ontario
    
    Xerox Canada Ltd.
33 Bloor Street E,
3rd Floor,
Toronto, ON M4W 3H1
    
    File No.: 610653879
Registration No.: 20041117
1405 1462 7441
    
    Equipment, OtherOntario
    
    Xerox Canada Ltd.
33 Bloor Street E,
3rd Floor, Toronto
ON M4W 3H1
    
    File No.: 644460948
Registration No.: 20080423
1406 1462 7608
    
    Equipment, OtherAlberta
    
    Irwin Commercial Finance
Canada Corporation
Suite 300, Park Place 666
Burrard Street, Vancouver BC
V6C 2X8
    
    Registration No.:
05063003999
Date: June 30, 2005
    
    1 GB00915 2005 DEAWOO G25P
Forklift(s) together with all
attachments accessories and
replacements substitutions additions
and improvements thereto and all
proceeds and a right to an insurance
payment or other payment that
indemnifies or compensates for loss or
damage to the collateral or proceeds of
the collateralAlberta
    
    Ford Credit Canada Leasing
Company
    
    Registration No.:
06112916736
    
    1FTRW14W87FA12821 2007 Ford F150P.O. Box 2400, Edmonton AB
T5J 5C7
    
    Date: November 29, 2006Alberta
    
    Ford Credit Canada Leasing
Company
    
    Registration No.:
06120426702
    
    1FTRW14W87FA12821 2007 Ford F150P.O. Box 2400, Edmonton, AB
T5J 5C7
    
    Date: December 4, 2006Alberta
    
    VFS Canada Inc. 
73 Industrial Parkway North, 
Aurora, ON L4G 4C4
    
    Registration No.:
06120732208
Date: December 7, 2006
    
    1M2K189CX7M034253 2007 Mack MR688S
together with (1) all present and
after-acquired parts, accessions,
attachments and replacements thereto;
and (2) proceedsAlberta
    
    Ford Credit Canada Leasing, A 
division of Canadian
    
    Registration No.: 
07022116532
    
    1FTPW14V97FA73027 2007 Ford F150P.O. Box 2400, Edmonton, AB 
T5J 5C7
    
    Date: February 21, 2007Alberta
    
    Wakefield Canada Inc. 
3620 Lakeshore Blvd. West, 
Toronto ON M8W 1P2
    
    Registration No.: 
07090412664
Date: September 4, 2007
    
    1  1110 Bench Tank Pkg 1135 Litre 1 -
2199UPGD Preset Digital handle upgrade
total value $2,165




---



##### 



Jurisdiction
    
    Secured Party Name
    
    Registration Particulars
    
    Collateral SecuredAlberta
    
    John Deere Credit Inc. 
1001 Champlain Ave, Suite
401, Burlington ON L7L 5Z4
    
    Registration No.: 
08020110008
Date: February 1, 2008
    
    T00320A156404 2008 John Deere 320
One John Deere 320 Skid Steer together
with all attachments, accessories,
accessions, replacements,
substitutions, additions and
improvements thereto and all proceeds
of every type, item or kind in any form
derived directly or indirectly from any
dealing with collateral including
without limitation trade-ins, equipment
inventory, goods, notes, chattel paper,
contract rights, accounts, rental
payments, securities, intangibles,
documents of title and money and all
proceeds of proceeds and a right to any
insurance payment and any other payment
that indemnifies or compensates for
loss or damage to the collateral or the
proceeds of the collateralAlberta
    
    Caterpillar Financial
Services Limited
    
    Registration No.:
08021317645
    
    CAT042DAFDP22837 2005 Caterpillar 420D700 Dorval Drive, Suite 705,
Oakville, ON L6K 3V3
    
    Date: February 13, 2008British Columbia
    
    Onset Capital Corporation 
Suite 300, 666 Burrard
Street, Vancouver, BC V6C
2X8
    
    Registration No.: 073007C
Date: December 2, 2004
    
    Portable Buildings, together with all
attachments, accessories, accessions
replacements, substitutions, additions
and improvements there to and all
proceeds and a right to any insurance
payment or other payment that
indemnifies or compensates for loss or
damage to the collateral or proceedsBritish Columbia
    
    Irwin Commercial Finance
Canada Corporation 
Suite 300, Park Place, 666
Burrard Street, Vancouver, BC 
V6C 2X8
    
    Registration No.: 204723C 
Date: February 24, 2005
    
    Copiers, together with all attachments,
accessories, accessions replacements,
substitutions, additions and
improvements there to and all proceeds
and a right to any insurance payment or
other payment that indemnifies or
compensates for loss or damage to the
collateral or proceedsRegistrations with respect to Waste Services, Inc.Ontario
    
    Citicorp Vendor Finance, Ltd. 
123 Front Street West,
16thFloor,
Toronto ON M5J 2M2
    
    File No.: 633154239
Registration No.: 20070301
1154 1862 0990
    
    Inventory, Equipment, Accounts, Other
All leases (as defined in the master
sale and assignment agreement dated
April 19, 1999 between debtor and
secured party) (the Agreement) that
are purchased by secured party or are
assigned to secured party from time to
time pursuant to the Agreement,
together with (i) any guarantees of the
obligations of any lessee under the
lease or other security in respect of
the leased, (ii) all sums due under the
leases or the guarantees or security
described in (i) above, (ii) the
equipment subject to the leases (and as
defined therein) and (iii) all proceeds
of the foregoing.Registrations with respect to Waste Services, Inc.Ontario
    
    KEC Investments Inc.
155 Rexdale Blvd., Suite 504Toronto, Ontario M9W 5Z8National Bank of Canada
3901 Highway 7 West 
Vaughan, Ontario L4L 8L5
    
    File No.: 618186429
Registration No.: 20050823 1135 1862 4621
    
    Equipment, Other
Secured Amount: $15,000RP-4260-35 Self Contained Compactor
with rear feed




---



##### 



Jurisdiction
    
    Secured Party Name
    
    Registration Particulars
    
    Collateral SecuredOntario
    
    XEROX Canada Ltd.
33 Bloor Street East, 3rd Floor, Toronto
ON M4W 3H1
    
    File No.: 625639374
Registration No.: 20060530 1704 1462 7504
    
    Equipment, OtherOntario
    
    Honda Canada Finance Inc. 
3650 Victoria Park Ave, #302, 
North York ON L2H 3P7
    
    File No.: 639907974
Registration No.: 20071015
1951 1531 1303
    
    Consumer Goods, Equipment 
Secured Amount : $61,432
Date of Maturity: 06OCT2011
2008 Acura MDX VIN-2HNYD28898H000125Registrations with respect to Capital Environmental Resource Inc.Ontario
    
    Castrol Canada Inc.
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 616675217
Registration No.: 20041230
1045 8077 8033
    
    Equipment
Secured Amount: $8,215
2-245-319 Graco Workbench Tank
Packages, 22506 Grease Pump, 22578 Oil
PumpOntario
    
    Castrol Canada Inc.
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 606812913
Registration No.: 20040628
1444 8077 0668
    
    Equipment
Secured Amount: $3,923
2-237022 Hose Reel, 238457 Meter,
244100 Pump, 244089 PumpOntario
    
    Castrol Canada Inc. 
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 604706598
Registration No.: 20040419
1403 8077 7244
    
    Equipment 
Secured Amount: $8,163
2-1100 Steel Totes, 2-Fireball Pumps,
2-Hose Reels, 2-Meters, Misc.
AccessoriesOntario
    
    Castrol Canada Inc.
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No:604198116
Registration No.: 20040331
1042 8077 6428
    
    Equipment
Secured Amount: $6,424
2-245-319 Graco Workbench Tank
Packages, 2-225-378 Gear Oil PumpsOntario
    
    Castrol Canada Inc. 
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 603300006
Registration No.: 20040224
1451 8077 4919
    
    Equipment
Secured Amount: $6,673
2-225378 Gear Oil Pumps, 2-993084
Workbench Tank Packages, 225006 PumpOntario
    
    Castrol Canada Inc. 
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 602524854
Registration No.: 20040116
1451 8077 3424
    
    Equipment
Secured Amount: $5,582
2-93-030 Graco 1135 Litre Workbench
Tank PackagesOntario
    
    Castrol Canada Inc. 
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 602205525
Registration No.: 20040102
1742 8077 2937
    
    Equipment
Secured Amount: $16,595
2-Used Workbench Packages, 2-993030
Workbench Tank Packages, 993084
Workbench Tank Package, 225006 Pump,
2-237022 Reels, 2-238503 Meters,
2-225006 PumpsOntario
    
    Castrol Canada Inc. 
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 600639678
Registration No.: 20031030
1442 8077 0370
    
    Equipment
Secured Amount: $5,608
2-993030 Workbench Tank PackagesOntario
    
    Castrol Canada Inc. 
3620 Lakeshore Blvd, Toronto, 
ON M8W 1P2
    
    File No: 600639831
Registration No.: 20031030
1442 8077 0386
    
    Equipment
Secured Amount: $5,144
2-993-028 Graco Workbench Tank Packages




---



##### 



Schedule 7.5 (e)
Certain Dispositions
   th




---



##### 



Schedule 7.10
Transactions with Affiliates
 1.
    
    In November 2002, the Canadian Borrower entered into a put or pay disposal agreement with RCI
Environnement Inc. and certain of its affiliates and Intersan Inc. pursuant to which the
Canadian Borrower and RCI and its affiliates agreed to deliver certain volumes of waste to the
landfills and transfer station of Intersan Inc. over a seven year period. The RCI companies
are controlled by Lucien Rémillard, a director of the US Borrower. The Canadian Borrower has
issued a letter of credit for Cdn. $4,000,000 to secure its obligation.2.
    
    Pursuant to a subscription agreement dated November 8, 2006 among the US Borrower, Prides
Capital Fund 1, LP and others, Prides Capital Fund 1, LP subscribed for $26,500,000 in common
stock of the Borrower at $9.50 per share. Pursuant to that agreement, a nominee of Prides,
Charlie McCarthy, was, on December 18, 2006, appointed a director of the Borrower for a term
ending in 2009.3.
    
    As required by registration rights agreements dated December 15, 2006, the US Borrower filed
a registration statement on Form S-3 with the Securities and Exchange Commission on December
21, 2006 to register stock issued in private placements on December 15, 2006 to Westbury
(Bermuda) Limited, affiliates of Kelso & Company and Prides Capital Fund 1, LP.4.
    
    The Canadian Borrower leases office premises in Burlington, Ontario from Westbury
International (1991) Corporation, a property development company owned by Michael H. DeGroote,
a director of the US Borrower.




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##### 



Execution Version




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##### 



TABLE OF CONTENTS
 PageSECTION 1. DEFINED TERMS
    
    
    21.1. Definitions. (a)
    
    
    21.2. Other Definitional Provisions
    
    
    10SECTION 2. GUARANTEE
    
    
    102.1. Guarantee
    
    
    102.2. Rights of Reimbursement, Contribution and Subrogation
    
    
    112.3. Amendments, etc. with respect to the Borrower Obligations
    
    
    132.4. Guarantee Absolute and Unconditional
    
    
    132.5. Reinstatement
    
    
    142.6. Payments
    
    
    142.7. Withholding Taxes
    
    
    14SECTION 3. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL
    
    
    15SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    174.1. Representations in Credit Agreement
    
    
    174.2. Title; No Other Liens
    
    
    174.3. Perfected First Priority Liens
    
    
    174.4. Name; Jurisdiction of Organization, etc
    
    
    184.5. Inventory and Equipment
    
    
    184.6. Farm Products
    
    
    184.7. Investment Property
    
    
    184.8. Receivables
    
    
    194.9. Intellectual Property
    
    
    204.10. Vehicles
    
    
    224.11. Letter of Credit Rights
    
    
    224.12. Commercial Tort Claims
    
    
    22SECTION 5. COVENANTS
    
    
    225.1. Covenants in Credit Agreement
    
    
    225.2. Delivery and Control of Instruments, Chattel Paper, Negotiable
Documents, Investment Property and Deposit Accounts
    
    
    235.3. Maintenance of Insurance
    
    
    245.4. Payment of Obligations
    
    
    245.5. Maintenance of Perfected Security Interest; Further Documentation
    
    
    255.6. Changes in Locations, Name, Jurisdiction of Incorporation, etc
    
    
    265.7. Notices
    
    
    265.8. Investment Property
    
    
    265.9. Receivables
    
    
    27
 i




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##### 



Page5.10. Intellectual Property
    
    
    285.11. Vehicles
    
    
    31SECTION 6. REMEDIAL PROVISIONS
    
    
    316.1. Certain Matters Relating to Receivables
    
    
    316.2. Communications with Obligors; Grantors Remain Liable
    
    
    326.3. Pledged Securities
    
    
    336.4. Proceeds to be Turned Over To Administrative Agent
    
    
    346.5. Application of Proceeds
    
    
    346.6. Code and Other Remedies
    
    
    356.7. Registration Rights
    
    
    366.8. Deficiency
    
    
    37SECTION 7. THE ADMINISTRATIVE AGENT
    
    
    387.1. Administrative Agents Appointment as Attorney-in-Fact, etc
    
    
    387.2. Duty of Administrative Agent
    
    
    397.3. Execution of Financing Statements
    
    
    407.4. Authority of Administrative Agent
    
    
    407.5. Appointment of Co-Collateral Agents
    
    
    40SECTION 8. MISCELLANEOUS
    
    
    418.1. Amendments in Writing
    
    
    418.2. Notices
    
    
    418.3. No Waiver by Course of Conduct; Cumulative Remedies
    
    
    418.4. Enforcement Expenses; Indemnification
    
    
    418.5. Successors and Assigns
    
    
    428.6. Set-Off
    
    
    428.7. Counterparts
    
    
    438.8. Severability
    
    
    438.9. Section Headings
    
    
    438.10. Integration
    
    
    438.11. GOVERNING LAW
    
    
    438.12. Submission to Jurisdiction; Waivers
    
    
    438.13. Acknowledgments
    
    
    448.14. Additional Guarantors
    
    
    448.15. Releases
    
    
    448.16. WAIVER OF JURY TRIAL
    
    
    458.17. Pledged ULC Shares Limitation
    
    
    45
 ii




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##### 



ANNEXES:1
    
    Form of Assumption AgreementSCHEDULES:1
    
    Notice Addresses of Guarantors2
    
    Description of Pledged Investment Property3
    
    Filings and Other Actions Required to Perfect Security Interests4
    
    Exact Legal Name, Location of Jurisdiction of Organization and Chief Executive Office5
    
    Location of Inventory and Equipment6
    
    Intellectual Property7
    
    Vehicles8
    
    Commercial Tort ClaimsEXHIBITS:A
    
    Form of Acknowledgment and ConsentB-1
    
    Form of Intellectual Property Security AgreementB-2
    
    Form of After-Acquired Intellectual Property Security Agreement
 iii




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Canadian Borrower US Borrower Borrowers Loan Parties Administrative Agent Lenders Credit Agreement Arrangers Syndication Agent Co-Documentation Agents Canadian Agent Canadian Collateral
Agent
 W I T N E S S E T H




---



##### 



Definitions
  Administrative Agent
 Agreement
 Arrangers
 Borrower Obligations
 Borrowers
 Canadian Agent
 Canadian Borrower
 Canadian Borrower Obligations
 Canadian Collateral Agent
 Co-Documentation Agents
 Collateral
 2




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Collateral Account
 Copyright Licenses Schedule 6
 Copyrights Schedule 6
 Credit Agreement
 Deposit Account Schedule 2
 Excluded Assets provided however
 3




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##### 



Excluded Foreign Subsidiary Voting Stock
 Federal Assignment of Claims Act
 General Intangibles
 Grantors
 Guarantor Obligations
 4




---



##### 



Guarantors
 Insurance
 Intellectual Property
 Intercompany Note
 Investment Property
 Issuers
 Lenders
 Loan Parties
 New York UCC
 Obligations
 Patent License Schedule 6
 5




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##### 



Patents Schedule 6
 Pledged Alternative Equity Interests provided however
 Pledged CEHC Shares
 Pledged Commodity Contracts Schedule 2
 Pledged Debt Securities Schedule
2
 6




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Pledged Equity Interests
 Pledged LLC Interests Schedule 2
 Pledged Notes Schedule 2
 Pledged Partnership Interests Schedule 2
 Pledged Securities
 Pledged Security Entitlements Schedule 2
 Pledged Stock Schedule 2
 7




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provided however
 Pledged Trust Interests Schedule 2
 Proceeds
 Receivable
 Secured Parties
 Securities Act
 Syndication Agent
 Taxes
 8




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##### 



Trademark License Schedule 6
 Trademarks Schedule 6
 Trade Secret License Schedule 6
 Trade Secrets Schedule 6
 ULC
 US Borrower
 US Borrower Obligations
 9




---



##### 



Vehicles Schedule 7
 Other Definitional Provisions
     Guarantee
 provided
  10




---



##### 



Rights of Reimbursement, Contribution and Subrogation
  11




---



##### 



12




---



##### 



Amendments, etc. with respect to the Borrower Obligations
 Guarantee Absolute and Unconditional
 13




---



##### 



Reinstatement
 Payments
 Withholding Taxes
 14




---



##### 



Collateral
            15




---



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Schedule 8
    16




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Representations in Credit Agreement provided
 Title; No Other Liens
 Perfected First Priority Liens Schedule 3
 17




---



##### 



UETA
 Name; Jurisdiction of Organization, etc Schedule 4 Schedule
 Inventory and Equipment Schedule 5 Schedule 5
   Farm Products
 Investment Property Schedule 2 Schedule 2
 18




---



##### 



Schedule 2
      Receivables
 19




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##### 



Intellectual Property Schedule 6
  Schedule 6
   20




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##### 



Schedule 6
  Schedule 6
  21




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##### 



Vehicles Schedule 7
 Letter of Credit Rights
 Commercial Tort Claims
   Covenants in Credit Agreement
 22




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##### 



Delivery and Control of Instruments, Chattel Paper, Negotiable Documents, Investment
Property and Deposit Accounts
      23




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##### 



Maintenance of Insurance provided
  Payment of Obligations
 24




---



##### 



Maintenance of Perfected Security Interest; Further Documentation
   Changes in Locations, Name, Jurisdiction of Incorporation, etc
 Schedule 5 Schedule 5
 25




---



##### 



Notices
 Investment Property
  26




---



##### 



provided however
 mutatis mutandis
 Receivables
   Intellectual Property
 27




---



##### 



28




---



##### 



29




---



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Vehicles
   Certain Matters Relating to Receivables
 provided however
 30




---



##### 



Communications with Obligors; Grantors Remain Liable
   Pledged Securities
 31




---



##### 



provided however
   Proceeds to be Turned Over To Administrative Agent
 32




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##### 



Application of Proceeds
 First
 Second pro rata
 Third pro rata
 Fourth
 Code and Other Remedies
 33




---



##### 



34




---



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Registration Rights
   35




---



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Deficiency
  Administrative Agents Appointment as Attorney-in-Fact, etc
    36




---



##### 



provided however
  37




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Duty of Administrative Agent
 Execution of Financing Statements
 Authority of Administrative Agent
 38




---



##### 



Appointment of Co-Collateral Agents
  Amendments in Writing
 Notices provided Schedule
1
 No Waiver by Course of Conduct; Cumulative Remedies
 Enforcement Expenses; Indemnification
 39




---



##### 



mutatis mutandis
 Successors and Assigns provided
 Set-Off provided
 40




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##### 



Counterparts
 Severability
 Section Headings
 Integration
 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN
APPLICATION OF A DIFFERENT GOVERNING LAW.
 Submission to Jurisdiction; Waivers
    41




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##### 



Acknowledgments
    Additional Guarantors
 Releases
  42




---



##### 



provided
  WAIVER OF JURY TRIAL . EACH LOAN PARTY AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 Pledged ULC Shares Limitation
 43




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##### 



[Remainder of page intentionally left blank]
 44




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##### 



WASTE SERVICES, INC.By:Name:Title:WASTE SERVICES (CA) INC.By:Name:Title:WASTE SERVICES OF ARIZONA, INC.By:Name:Title:WASTE SERVICES OF FLORIDA, INC.By:Name:Title:JACKSONVILLE FLORIDA LANDFILL, INC.By:Name:Title:




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OMNI WASTE OF OSCEOLA COUNTY LLCBy:Name:Title:SLD LANDFILL, INC.By:Name:Title:SANFORD RECYCLING AND TRANSFER, INC.By:Name:Title:SUN COUNTRY MATERIALS, LLCBy:Name:Title:TAFT RECYCLING, INC.By:Name:Title:CAPITAL ENVIRONMENTAL HOLDINGS COMPANYBy:Name:Title:




---



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RAM-PAK COMPACTION SYSTEMS LTD.By:Name:Title:FREEDOM RECYCLING HOLDINGS, LLCBy:Name:Title:




---



##### 



BARCLAYS BANK PLC,
as Administrative AgentBy:Name:Title:




---



##### 



Agreement
   mutatis mutandis
 [NAME OF ISSUER]ByName:Title:Address for Notices:Fax:
 A-1




---



##### 



FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
 Intellectual Property Security
Agreement Grantors Administrative Agent
 Credit Agreement
 Guarantee and US Collateral Agreement
   Grant of Security Intellectual Property Collateral
 B-1-1




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##### 



Trademarks
 Patents
 Copyrights
  B-1-2




---



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Trade Secrets
   Recordation
 Execution in Counterparts
 Governing Law
 Conflict Provision
 [Remainder of page intentionally left blank]
 B-1-3




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[NAME OF GRANTOR]By:Name:Title:  County of
    
    , 2004
 
   B-1-4




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##### 



Schedule 1




---



##### 



FORM OF AFTER-ACQUIRED INTELLECTUAL PROPERTY SECURITY AGREEMENT
 (FIRST SUPPLEMENTAL FILING)
 First Supplemental Intellectual Property Security Agreement Grantors Administrative Agent
 Credit Agreement
 Guarantee and US Collateral Agreement
    B-2-1




---



##### 



Grant of Security Intellectual Property Collateral
 Trademarks
 Patents
 Copyrights
 B-2-2




---



##### 



Trade Secrets
   Recordation
 Execution in Counterparts
 Governing Law
 Conflict Provision
 B-2-3




---



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[Remainder of page intentionally left blank]
 B-2-4




---



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[NAME OF GRANTOR]By:Name:Title:  County of
    
    , 2004
 
   B-2-5




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Schedule 1




---



##### 



Guarantee and US Collateral Agreement
 Additional Guarantor Administrative Agent Lenders
 W I T N E S S E T H
 US Borrower Canadian Borrower Borrowers Credit Agreement
 Guarantee and US Collateral Agreement
    Guarantee and US Collateral Agreement If such Additional Guarantor




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is a US Subsidiary, add:   1 If such Additional Guarantor is not a US Subsidiary: If such Additional
Guarantor is a US Subsidiary:
 2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
  [ADDITIONAL GUARANTOR]By:Name:Title: 
 1
    
    Refer to each Schedule which needs to be supplemented. 2




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Execution Version




---



##### 



TABLE OF CONTENTS
 SECTION 1  DEFINED TERMS
    
    
    21.1 Definitions
    
    
    21.2 Other Definitional Provisions
    
    
    8SECTION 2  [RESERVED]
    
    
    9SECTION 3  GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL
    
    
    93.1 Grant of Security Interest; Continuing Liability Under Collateral
    
    
    9SECTION 4  REPRESENTATIONS AND WARRANTIES
    
    
    104.1 Representations in Credit Agreement; Grantor Representations
    
    
    114.2 Title; No Other Liens
    
    
    114.3 Perfected First Priority Liens
    
    
    114.4 Name; Jurisdiction of Organization, Etc
    
    
    114.5 Inventory and Equipment
    
    
    124.6 Farm Products
    
    
    124.7 Investment Property
    
    
    124.8 Receivables
    
    
    134.9 Intellectual Property
    
    
    134.10 Motor Vehicles
    
    
    15SECTION 5  COVENANTS
    
    
    165.1 Covenants in Credit Agreement
    
    
    165.2 Delivery and Control of Instruments, Chattel Paper, Negotiable
Documents, Investment Property and Deposit Accounts
    
    
    165.3 Maintenance of Insurance
    
    
    165.4 Payment of Obligations
    
    
    175.5 Maintenance of Perfected Security Interest; Further Documentation
    
    
    185.6 Changes in Locations, Name, Jurisdiction of Incorporation, Etc
    
    
    185.7 Notices
    
    
    185.8 Investment Property
    
    
    195.9 Receivables
    
    
    205.10 Intellectual Property
    
    
    20SECTION 6  REMEDIAL PROVISIONS
    
    
    236.1 Certain Matters Relating to Receivables
    
    
    236.2 Communications with Obligors; Grantors Remain Liable
    
    
    23
 i




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6.3 Pledged Securities
    
    
    246.4 Proceeds to be Turned Over To Canadian Collateral Agent
    
    
    256.5 Application of Proceeds
    
    
    256.6 PPSA and Other Remedies
    
    
    266.7 Distribution Rights
    
    
    276.8 Deficiency
    
    
    286.9 Appointment of Receiver
    
    
    29SECTION 7  THE CANADIAN COLLATERAL AGENT
    
    
    297.1 Canadian Collateral Agents Appointment as Attorney-in-Fact, Etc
    
    
    297.2 Duty of Canadian Collateral Agent
    
    
    317.3 Execution of Financing Statements
    
    
    317.4 Authority of Canadian Collateral Agent
    
    
    327.5 Appointment of Co-Collateral Agents
    
    
    32SECTION 8  MISCELLANEOUS
    
    
    328.1 Amendments in Writing
    
    
    328.2 Notices
    
    
    328.3 No Waiver by Course of Conduct; Cumulative Remedies
    
    
    338.4 Enforcement Expenses; Indemnification
    
    
    338.5 Judgment Currency
    
    
    338.6 Successors and Assigns
    
    
    348.7 Permitted Liens
    
    
    348.8 Set-Off
    
    
    348.9 Counterparts
    
    
    358.10 Severability
    
    
    358.11 Section Headings
    
    
    358.12 Integration
    
    
    358.13 Governing Law
    
    
    358.14 Submission to Jurisdiction; Waivers
    
    
    358.15 Acknowledgments
    
    
    368.16 Acknowledgement of fondé de pouvoir
    
    
    368.17 Additional Grantors
    
    
    368.18 Releases
    
    
    378.19 Waiver Of Jury Trial
    
    
    37
     ii




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iii




---



##### 



Canadian Borrower Grantor Grantors Canadian Collateral Agent Lenders Credit Agreement US Borrower Borrowers Arrangers Syndication Agent Co-Documentation Agents Administrative Agent Canadian Agent




---



##### 



SECTION 1  DEFINED TERMS
 1.1 Definitions
   Account Debtor
 Account
 Administrative Agent
 Agreement
 Arrangers
 Borrowers
 Canadian Agent
 Canadian Borrower
 Canadian Collateral Agent
 Co-Documentation Agents
 Collateral
 Collateral Account
 2




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Copyright Licenses Schedule 5
 Copyrights Schedule 5
 Deposit Account Schedule 2
 Excluded Assets provided however
 Financial Administration Act (Canada)
 Grantor Grantors
 3




---



##### 



Industrial Design Schedule 5
 Industrial Design License Schedule 5
 Insurance
 Intangibles
 Intellectual Property
 Intercompany Note
 Investment Property
 Issuers
 Motor Vehicles Schedule 6
 4




---



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Obligations
 Patent License Schedule 5
 Patents Schedule 5
 Pledged Alternative Equity Interests provided however
 Pledged Commodity Contracts Schedule 2
 Pledged Debt Securities Schedule 2
 5




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Pledged Equity Interests
 Pledged LLC Interests Schedule 2
 Pledged Notes Schedule 2
 Pledged Partnership Interests Schedule 2
 Pledged Securities
 Pledged Security Entitlements Schedule 2
 Pledged Stock Schedule 2
 6




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Pledged Trust Interests Schedule 2
 PPSA provided
 Receivable
 Secured Parties provided
 Syndication Agent
 Taxes
 Trademark License Schedule 5
 7




---



##### 



Trademarks Schedule 5
 Trade Secret License Schedule 5
 Trade Secrets Schedule 5
 US Borrower
 1.2 Other Definitional Provisions
    8




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##### 



SECTION 2  [RESERVED]
 SECTION 3  GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL
 3.1 Grant of Security Interest; Continuing Liability Under Collateral
 Collateral
 (i)
    
    all Accounts;(ii)
    
    all chattel paper;(iii)
    
    all Deposit Accounts (and all cash, cheques and other negotiable instruments,
funds and other evidences of payment held therein);(iv)
    
    all documents of title;(v)
    
    all equipment of whatever kind and wherever situated;(vi)
    
    all Intangibles;(vii)
    
    all instruments;(viii)
    
    Insurance;(ix)
    
    all Intellectual Property, (except that, such grant and assignment shall be by
way of security interest only and not an absolute assignment);(x)
    
    all inventory of whatever kind and wherever situated;(xi)
    
    all Investment Property;(xii)
    
    all money;(xiii)
    
    all Motor Vehicles;(xiv)
    
    all other personal property;
 9




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(xv)
    
    any Collateral Account;
 (xvi)
    
    all books, records, ledger cards, files, correspondence, customer lists,
blueprints, technical specifications, manuals, computer software, computer printouts,
tapes, disks and other electronic storage media and related data processing software
and similar items that at any time evidence or contain information relating to any of
the Collateral or are otherwise necessary or helpful in the collection thereof or
realization thereupon; and(xvii)
    
    to the extent not otherwise included, all other personal property of the Grantor and
all proceeds, products, accessions, rents and profits of any and all of the foregoing
and all collateral security and guarantees given by any Person with respect to any of
the foregoing.
    SECTION 4  REPRESENTATIONS AND WARRANTIES
  10




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4.1 Representations in Credit Agreement; Grantor Representations.
 provided
 4.2 Title; No Other Liens.
  4.3 Perfected First Priority Liens.
  4.4 Name; Jurisdiction of Organization, Etc.
 Schedule
3 Schedule 3
 11




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##### 



4.5 Inventory and Equipment.
 Schedule 4
  4.6 Farm Products.
  4.7 Investment Property.
 Schedule 2 Schedule 2 Schedule 2
   12




---



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Exhibit
A
  4.8 Receivables.
  Financial Administration Act
  4.9 Intellectual Property.
 Schedule 5 Schedule 5
  13




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##### 



Schedule 5
   Schedule 5
  14




---



##### 



Schedule 5
     4.10 Motor Vehicles.
 Schedule 6
 15




---



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SECTION 5  COVENANTS
  5.1
    
    Covenants in Credit Agreement.
  5.2
    
    Delivery and Control of Instruments, Chattel Paper, Negotiable Documents, Investment Property
and Deposit Accounts.
    5.3
    
    Maintenance of Insurance.
  16




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provided
  5.4 Payment of Obligations.
  17




---



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5.5 Maintenance of Perfected Security Interest; Further Documentation.
    5.6 Changes in Locations, Name, Jurisdiction of Incorporation, Etc.
  Schedule 4 Schedule
4
 5.7 Notices.
  18




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5.8 Investment Property.
   mutatis mutandis,
 19




---



##### 



5.9 Receivables.
    5.10 Intellectual Property.
    20




---



##### 



21




---



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After-Acquired
Intellectual Property
 Exhibit B-1
 Exhibit
B-2
  22




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SECTION 6  REMEDIAL PROVISIONS
 6.1 Certain Matters Relating to Receivables.
  provided however
  6.2 Communications with Obligors; Grantors Remain Liable.
 provided
 23




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##### 



6.3 Pledged Securities.
 provided however
  24




---



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6.4 Proceeds to be Turned Over To Canadian Collateral Agent.
  6.5 Application of Proceeds.
  First
 Second
 25




---



##### 



Third
 Fourth
 6.6 PPSA and Other Remedies.
  26




---



##### 



6.7 Distribution Rights.
 Securities Act Securities
Laws
 27




---



##### 



6.8 Deficiency.
  28




---



##### 



6.9 Appointment of Receiver
 Receiver
 SECTION 7  THE CANADIAN COLLATERAL AGENT
 7.1 Canadian Collateral Agents Appointment as Attorney-in-Fact, Etc.
  (i)
    
    in the name of such Grantor or its own name, or otherwise, take possession of
and endorse and collect any cheques, drafts, notes, acceptances or other instruments
for the payment of moneys due under any Receivable or with respect to any other
Collateral and file any claim or take any other action or proceeding in any court of
law or equity or otherwise deemed appropriate by the Canadian Collateral Agent for the
purpose of collecting any and all such moneys due under any Receivable or with respect
to any other Collateral whenever payable;(ii)
    
    in the case of any Intellectual Property, execute and deliver, and have
recorded, any and all agreements, instruments, documents and papers as the Canadian
Collateral Agent may request to evidence the Secured Parties security interest in
 29




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such Intellectual Property and the goodwill and Intangibles of such Grantor relating
thereto or represented thereby;
 (iii)
    
    pay or discharge Taxes and Liens levied or placed on or threatened against the
Collateral, effect any repairs or any insurance called for by the terms of this
Agreement and pay all or any part of the premiums therefor and the costs thereof;(iv)
    
    execute, in connection with any sale provided for in Section 6.6 or 6.7, any
endorsements, assignments or other instruments of conveyance or transfer with respect
to the Collateral; and(v)
    
    (1) direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the Canadian
Collateral Agent or as the Canadian Collateral Agent shall direct; (2) ask or demand
for, collect, and receive payment of and receipt for, any and all moneys, claims and
other amounts due or to become due at any time in respect of or arising out of any
Collateral; (3) sign and endorse any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral;
(4) commence and prosecute any suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Collateral or any portion thereof and to
enforce any other right in respect of any Collateral; (5) defend any suit, action or
proceeding brought against such Grantor with respect to any Collateral; (6) settle,
compromise or adjust any such suit, action or proceeding and, in connection therewith,
give such discharges or releases as the Canadian Collateral Agent may deem appropriate;
(7) assign any Copyright, Patent, Industrial Design or Trademark (along with the
goodwill of the business to which any such Copyright, Patent, Industrial Design, or
Trademark pertains), throughout the world for such term or terms, on such conditions,
and in such manner, as the Canadian Collateral Agent shall in its sole discretion
determine; and (8) generally, sell, transfer, pledge and make any agreement with
respect to or otherwise deal with any of the Collateral as fully and completely as
though the Canadian Collateral Agent were the absolute owner thereof for all purposes,
and do, at the Canadian Collateral Agents option and such Grantors expense, at any
time, or from time to time, all acts and things which the Canadian Collateral Agent
deems necessary to protect, preserve or realize upon the Collateral and the Secured
Parties security interests therein and to effect the intent of this Agreement, all as
fully and effectively as such Grantor might do.(vi)
    
    Anything in this 7.1(a) to the contrary notwithstanding, the Canadian
Collateral Agent agrees that, except as provided in Section 7.1(b), it will not
exercise any rights under the power of attorney provided for in this Section 7.1(a)
unless an Event of Default shall have occurred and be continuing.
  30




---



##### 



provided however
   7.2 Duty of Canadian Collateral Agent.
  7.3 Execution of Financing Statements.
  31




---



##### 



7.4 Authority of Canadian Collateral Agent.
  7.5 Appointment of Co-Collateral Agents.
 provided however
 SECTION 8  MISCELLANEOUS
 8.1 Amendments in Writing.
  8.2 Notices.
 provided Schedule 1
 32




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##### 



8.3 No Waiver by Course of Conduct; Cumulative Remedies.
  8.4 Enforcement Expenses; Indemnification.
     8.5 Judgment Currency
 Judgment
Currency Obligation
Currency Judgment Conversion Date
 33




---



##### 



8.6 Successors and Assigns.
 provided
 8.7 Permitted Liens.
  8.8 Set-Off.
 provided
 34




---



##### 



8.9 Counterparts.
  8.10 Severability.
  8.11 Section Headings.
  8.12 Integration.
  8.13 Governing Law
 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN.
 8.14 Submission to Jurisdiction; Waivers.
   35




---



##### 



8.15 Acknowledgments.
      8.16 Acknowledgement of fondé de pouvoir .
 fondé de pouvoir Civil Code of Québec
 8.17 Additional Grantors.
  36




---



##### 



8.18 Releases.
  provided
  8.19 Waiver Of Jury Trial
 EACH GRANTOR AND THE CANADIAN COLLATERAL AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 37




---



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[SIGNATURE PAGE FOLLOWS]
 38




---



##### 



WASTE SERVICES (CA) INC.By:Name:Title:CAPITAL ENVIRONMENTAL HOLDINGS COMPANYBy:Name:Title:RAM-PAK COMPACTION SYSTEMS LTD.By:Name:Title: 39




---



##### 



THE BANK OF NOVA SCOTIA,
as Canadian Collateral AgentBy:Name:Title: 40




---



##### 



Exhibit A  Form of Acknowledgement and Consent
  Agreement
  Schedule 2
 mutatis mutandis
 [NAME OF ISSUER]By:Name:Title:Address
    
    for Notices:Fax:
  A-1




---



##### 



Exhibit B-1  Form of Intellectual Property Security Agreement
  Intellectual Property Security
Agreement Grantors Canadian Collateral Agent
 Canadian Borrower US Borrower Borrowers Credit Agreement Lenders
 Canadian Collateral Agreement
   Grant of Security Intellectual Property
Collateral
  B-1-1




---



##### 



Schedule 1 Trademarks
 Schedule 1 Patents
 Schedule 1 Copyrights
 Schedule 1
  B-1-2




---



##### 



Industrial Designs
 Schedule 1 Trade Secrets
 Schedule 1
  Recordation
 Execution in Counterparts
 Governing Law
 Conflict Provision
  B-1-3




---



##### 



[SIGNATURE PAGE FOLLOWS]
  B-1-4




---



##### 



[NAME OF GRANTOR]By:Name:Title:  B-1-5




---



##### 



Schedule 1
        B-1-6




---



##### 



Exhibit B-2  Form of After-Acquired Intellectual Property Security Agreement
   First Supplemental Intellectual Property Security Agreement Grantors Canadian Collateral Agent
 Canadian Borrower US Borrower Borrowers Credit Agreement Lenders
 Canadian Collateral Agreement
    B-2-1




---



##### 



Grant of Security Intellectual Property
Collateral
 (a)
    
    (i) all trademarks, service marks, trade names, corporate names, company names,
business names, trade dress, trade styles, logos, or other indicia of origin or source
identification, Internet domain names, trademark and service mark registrations, and
applications for trademark or service mark registrations and any new renewals thereof,
including, without limitation, each registration and application identified in
Schedule 1, (ii) the right to sue or otherwise recover for any and all past,
present and future infringements and misappropriations thereof, (iii) all income,
royalties, damages and other payments now and hereafter due and/or payable with respect
thereto (including, without limitation, payments under all licenses entered into in
connection therewith, and damages and payments for past, present or future
infringements thereof), and (iv) all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto, together in each case with the
goodwill of the business connected with the use of, and symbolized by, each of the
above (collectively, the Trademarks);(b)
    
    (i) all patents, patent applications and patentable inventions, including,
without limitation, each issued patent and patent application identified in
Schedule 1, (ii) all inventions and improvements described and claimed therein,
(iii) the right to sue or otherwise recover for any and all past, present and future
infringements and misappropriations thereof, (iv) all income, royalties, damages and
other payments now and hereafter due and/or payable with respect thereto (including,
without limitation, payments under all licenses entered into in connection therewith,
and damages and payments for past, present or future infringements thereof), and (v)
all reissues, divisions, continuations, continuations-in-part, substitutes, renewals,
and extensions thereof, all improvements thereon and all other rights of any kind
whatsoever of such Grantor accruing thereunder or pertaining thereto (collectively, the
Patents);(c)
    
    (i) all copyrights, whether or not the underlying works of authorship have been
published, including but not limited to copyrights in software and databases, and all
works of authorship and other intellectual property rights therein (including, but not
limited to, Business Software, as defined in the Intellectual Property Agreement), all
copyrights of works based on, incorporated in, derived from or relating to works
covered by such copyrights, all right, title and interest to make and exploit all
derivative works based on or adopted from works covered by such copyrights, and all
copyright registrations and copyright applications, and any renewals or extensions
thereof, including, without limitation, each registration and application identified in
Schedule 1, (ii) the rights to print, publish and distribute
  B-2-2




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any of the foregoing, (iii) the right to sue or otherwise recover for any and all
past, present and future infringements and misappropriations thereof, (iv) all
income, royalties, damages and other payments now and hereafter due and/or payable
with respect thereto (including, without limitation, payments under all licenses
entered into in connection therewith, and damages and payments for past, present or
future infringements thereof), and (v) all other rights of any kind whatsoever of
such Grantor accruing thereunder or pertaining thereto (Copyrights);(d)
    
    all industrial designs, design patents and other designs, all registrations and
recordings thereof and all applications in connection therewith including all
registrations, recordings and applications identified in Schedule 1, (ii) all
records thereof and all reissues, extensions or renewals thereof, (iii) the right to
sue or otherwise recover for any and all past, present and future infringements and
misappropriations thereof, (iv) all income, royalties, damages and other payments now
and hereafter due and/or payable with respect thereto (including, without limitation,
payments under all licenses entered into in connection therewith, and damages and
payments for past, present or future infringements thereof), and (v) all other rights
of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto
(Industrial Designs);(e)
    
    (i) all trade secrets and all confidential and proprietary information,
including know-how, manufacturing and production processes and techniques, inventions,
research and development information, technical data, financial, marketing and business
data, pricing and cost information, business and marketing plans, and customer and
supplier lists and information, (ii) the right to sue or otherwise recover for any and
all past, present and future infringements and misappropriations thereof, (iii) all
income, royalties, damages and other payments now and hereafter due and/or payable with
respect thereto (including, without limitation, payments under all licenses entered
into in connection therewith, and damages and payments for past, present or future
infringements thereof), and (iv) all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto (collectively, the Trade
Secrets);(e)
    
    (i) all licenses or agreements, whether written or oral, providing for the
grant by or to any Grantor of: (A) any right to use any Trademark or Trade Secret, (B)
any right to manufacture, use, import, export, distribute, offer for sale or sell any
invention covered in whole or in part by a Patent, (C) any right under any Copyright
including, without limitation, the grant of rights to manufacture, distribute, print,
publish, copy, import, export, exploit and sell materials derived from any Copyright
including, without limitation, any of the foregoing identified in Schedule 1,
and (D) any right under any Industrial Design, (ii) the right to sue or otherwise
recover for any and all past, present and future infringements and misappropriations of
any of the foregoing, (iii) all income, royalties, damages and other payments now and
hereafter due and/or payable with respect thereto (including, without limitation,
payments under all licenses entered into in connection therewith, and damages and
payments for past, present or future
  B-2-3




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infringements thereof), and (iv) all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto; and(f)
    
    any and all proceeds of the foregoing.
 Recordation
 Execution in Counterparts
 Governing Law
 Conflict Provision
 SIGNATURE PAGE FOLLOWS
  B-2-4




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##### 



[NAME OF GRANTOR]By:Name:Title:  B-2-5




---



##### 



Schedule 1
        B-2-6




---



##### 



Annex 1  Assumption Agreement
 Additional Grantor Canadian Collateral Agent Lenders
 W I T N E S S E T H
 Canadian Borrower US Borrower Borrowers Credit Agreement Lenders
 Canadian Collateral Agreement
    Canadian Collateral Agreement
  Annex-1-1




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##### 



1
 2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA
APPLICABLE THEREIN.
  [ADDITIONAL GRANTOR]By:Name:Title: 
 1
    
    Refer to each Schedule which needs to be supplemented.  Annex-1-2




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##### 



EXHIBIT A-1
 GUARANTEE AND US COLLATERAL AGREEMENT
  A-1-1




---



##### 



EXHIBIT A-2
 CANADIAN COLLATERAL AGREEMENT
  A-2-1




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##### 



EXHIBIT B
 FORM OF COMPLIANCE CERTIFICATE
 Credit Agreement Canadian Borrower US Borrower Borrowers Lenders Arrangers Syndication Agent Co-Documentation
Agents Administrative Agent Canadian Agent Canadian
Collateral Agent
   Attachment 1 Financial Statements
 Attachment 2
 ___
 WASTE SERVICES, INC.By:Name:Title: B-1




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B-2




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##### 



___,  ___,
  B-3




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##### 



EXHIBIT C
 FORM OF CLOSING DATE CERTIFICATE
 Credit Agreement Canadian Borrower US Borrower Borrowers Lenders Arrangers Syndication Agent Co-Documentation Agents Administrative
Agent Canadian Agent Canadian Collateral Agent Company
  
     Annex 1
 C-1




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##### 



Annex 2
 Annex 3
  Name
    
    Office
    
    
    Date
    
    
    Signature
  Name:
    
    Name:Title:
    
    Title:
  C-2




---



##### 



ANNEX 1
  C-3




---



##### 



ANNEX 2
  C-4




---



##### 



ANNEX 3
  C-5




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EXHIBIT D-1
 FORM OF US MORTGAGE
  D-1-1




---



##### 



EXHIBIT D-2
 FORM OF CANADIAN MORTGAGE
  D-2-1




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##### 



EXHIBIT E
 FORM OF ASSIGNMENT AND ASSUMPTION
 Assignment Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:
    
    [and is an affiliate/Related Fund/Control Investment Affiliate1]3.
    
    Borrowers:
    
    Waste Services (CA) Inc. and Waste Services, Inc.4.
    
    Administrative Agent:
    
    Barclays Bank PLC, as the administrative agent under the Credit Agreement5.
    
    Credit Agreement:
    
    Credit Agreement, dated as of October 8, 2008 among Waste Services (CA) Inc., an Ontario corporation (the Canadian Borrower), Waste Services, Inc., a Delaware corporation (the US Borrower and together with the Canadian Borrower, the Borrowers), the Lenders from time to time party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto6.
    
    Assigned Interest:
 
 1
    
    Select as applicable E-1




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Aggregate Amount of
    
    Amount of
    
    Percentage AssignedCommitment/Loans
    
    Commitment/Loans
    
    ofFacility Assigned
    
    for all Lenders
    
    Assigned
    
    Commitment/Loans23
    
    $
    
    $
    
    %$
    
    $
    
    %$
    
    $
    
    %
 
  [NAME OF ASSIGNOR]
    
    [NAME OF ASSIGNEE]Notices:
    
    Notices:Attention:
    
    
    
    Attention:Telecopier:
    
    
    
    Telecopier:with a copy to:
    
    with a copy to:Attention:
    
    
    
    Attention:Telecopier:
    
    
    
    Telecopier:Wire Instructions:
    
    Wire Instructions:
 
 2
    
    Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.3
    
    Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this
Assignment (e.g. Revolving Credit Commitment, Term Loan Commitment, etc.) E-2




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##### 



ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:
 [Consented to and] Accepted:BARCLAYS BANK PLC,as Administrative AgentBy:Name:Title:[Accepted:THE BANK OF NOVA SCOTIA,as Canadian AgentBy:Name:Title:][Consented to:][WASTE SERVICES, INC.By:Name:Title:][WASTE SERVICES (CA) INC.By:Name:Title:]
 E-3




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##### 



[Consented to:][[],as Issuing LenderBy:Name:Title:][Consented to:][[],as Swing Line LenderBy:Name:Title:]
 E-4




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1.
    
    Representations and Warranties.
 1.1
    
    Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii)
the Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with any Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or
any other instrument or document delivered pursuant thereto, other than this
Assignment (herein collectively the Loan Documents), or any
collateral thereunder, (iii) the financial condition of any Borrower, any of
their respective Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by any
Borrower, any of their respective Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.1.2
    
    Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement,
(iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision, and (v) if it is a Non-US Lender, attached to
the Assignment is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at that time, continue
to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.
 E-5




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##### 



2.
    
    Payments. All payments with respect to the Assigned Interests shall be made on the
Effective Date as follows: from and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date.
 3.
    
    General Provisions. This Assignment shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall
be effective as delivery of a manually executed counterpart of this Assignment. This
Assignment shall be governed by, and construed in accordance with, the internal laws of the
State of New York without regard to conflict of laws principles thereof.
 [Remainder of page intentionally left blank]
 E-6




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##### 



EXHIBIT F-1
 FORM OF LEGAL OPINION OF AKIN GUMP STRAUSS HAUER & FELD LLP
  F-1-1




---



##### 



EXHIBIT F-2
 FORM OF LEGAL OPINION OF BLAKES, CASSELS & GRAYDON LLP
  F-2-1




---



##### 



EXHIBIT F-3
 FORM OF LEGAL OPINION OF STEWART MCKELVEY
  F-3-1




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##### 



EXHIBIT G-1
 FORM OF TERM NOTE
  $[]
    
    New York, New York, 200_
 [US][Canadian] Borrower   Lender
 prima facie
 Credit Agreement
 G-1-1




---



##### 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.
 [WASTE SERVICES, INC.By:Name:Title:][WASTE SERVICES (CA), INC.By:Name:Title:] G-1-2




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##### 



to Term Note
  Amount
    
    
    
    Amount of Base RateAmount of Base Rate
    
    Converted to
    
    Amount of Principal of
    
    Loans Converted to
    
    Unpaid Principal BalanceDate
    
    Loans
    
    Base Rate Loans
    
    Base Rate Loans Repaid
    
    Eurodollar Loans
    
    of Base Rate Loans
    
    Notation Made By
 G-1-3




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##### 



to Term Note
  Amount Converted
    
    Interest Period and
    
    Amount of Principal
    
    Amount of Eurodollar
    
    Unpaid PrincipalAmount of
    
    to Eurodollar
    
    Eurodollar Rate with
    
    of Eurodollar Loans
    
    Loans Converted to
    
    Balance of
    
    NotationDate
    
    Eurodollar Loans
    
    Loans
    
    Respect Thereto
    
    Repaid
    
    Base Rate Loans
    
    Eurodollar Loans
    
    Made By
 G-1-4




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##### 



EXHIBIT G-2
 FORM OF REVOLVING CREDIT NOTE
  $
    
    New York, New York, 200_
 [US][Canadian] Borrower   Revolving Credit Lender
  Credit Agreement
 G-2-1




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##### 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.
 [WASTE SERVICES, INC.By:Name:Title:][WASTE SERVICES (CA), INC.By:Name:Title:] G-2-2




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##### 



to Revolving Credit Note
  Amount
    
    
    
    Amount of Base RateAmount of Base Rate
    
    Converted to
    
    Amount of Principal of
    
    Loans Converted to
    
    Unpaid Principal BalanceDate
    
    Loans
    
    Base Rate Loans
    
    Base Rate Loans Repaid
    
    Eurodollar Loans
    
    of Base Rate Loans
    
    Notation Made By
 G-2-3




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##### 



to Revolving Credit Note
  Amount Converted
    
    Interest Period and
    
    Amount of Principal
    
    Amount of Eurodollar
    
    Unpaid PrincipalAmount of
    
    to Eurodollar
    
    Eurodollar Rate with
    
    of Eurodollar Loans
    
    Loans Converted to
    
    Balance of
    
    NotationDate
    
    Eurodollar Loans
    
    Loans
    
    Respect Thereto
    
    Repaid
    
    Base Rate Loans
    
    Eurodollar Loans
    
    Made By
 G-2-4




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##### 



Amount of BankersInterest Period and
    
    Amount of Principal
    
    Acceptances
    
    Unpaid PrincipalAmount
    
    Canadian Prime Rate
    
    of
    
    Converted to
    
    BalanceAmount of Bankers
    
    Converted to
    
    with
    
    Bankers
    
    Canadian Prime Rate
    
    of Bankers
    
    Notation MadeDate
    
    Acceptances
    
    Bankers Acceptances
    
    Respect Thereto
    
    Acceptances Repaid
    
    Loans
    
    Acceptances
    
    By
  G-2-5




---



##### 



to Canadian Revolving Credit Note
  Amount of PrincipalAmount Converted
    
    of Canadian Prime
    
    Amount of Canadian
    
    Unpaid PrincipalAmount of
    
    to Canadian Prime
    
    Loans
    
    Prime Rate
    
    Balance ofCanadian Prime Rate
    
    Rate
    
    Rate
    
    Loans Converted to
    
    Canadian Prime Rate
    
    NotationDate
    
    Loans
    
    Loans
    
    Repaid
    
    Bankers Acceptance
    
    Loans
    
    Made By
  G-2-6




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##### 



EXHIBIT G-3
 FORM OF SWING LINE NOTE
  $
    
    New York, New York, 200_
 FOR VALUE RECEIVED [US][Canadian] Borrower   US Swing Line Lender
 prima facie
 Credit Agreement
 G-3-1




---



##### 



[WASTE SERVICES, INC.By:Name:Title:][WASTE SERVICES (CA), INC.By:Name:Title:] G-3-2




---



##### 



to Swing Line Note
  Amount of
    
    Amount of Principal of Swing Line
    
    Unpaid Principal Balance of SwingDate
    
    Swing Line Loans
    
    Loans Repaid
    
    Line Loans
    
    Notation Made By
 G-3-3




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##### 



EXHIBIT G-4
 FORM OF DISCOUNT NOTE
 
 Holder
  Credit Agreement US Borrower Canadian
Borrower Lenders Arrangers Syndication Agent Co-Documentation Agents Administrative
Agent Canadian Agent Canadian Collateral Agent
 WASTE SERVICES (CA) INC.By:Name:Title:
 G-4-1




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##### 



EXHIBIT H
 FORM OF EXEMPTION CERTIFICATE
 Credit Agreement Canadian Borrower US Borrower Borrowers Lenders Arrangers Syndication Agent Co-Documentation Agents Administrative Agent Canadian Agent Canadian Collateral Agent   Non-U.S. Lender
 The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations
evidenced by Note(s) in respect of which it is providing this certificate.
 Code
      H-1




---



##### 



[NAME OF NON-U.S. LENDER]By:Name:Title:  H-2




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##### 



EXHIBIT I
 FORM OF LENDER ADDENDUM
 Credit Agreement Canadian Borrower US Borrower Borrowers Lenders Arrangers Syndication Agent Co-Documentation Agents Administrative Agent Canadian Agent Canadian Collateral Agent
    [Signature page to follow]
 I-1




---



##### 



th
 Name of LenderBy:Name:Title:
 Accepted and agreed:WASTE SERVICES, INC.By:Name:Title:WASTE SERVICES (CA), INC.By:Name:Title:BARCLAYS BANK PLC, asAdministrative AgentBy:Name:Title:
 I-2




---



##### 



1.
    
    Name of Lender:Notice Address:Attention:Telephone:Facsimile:2.
    
    Revolving Credit US/CA Commitment:3.
    
    Revolving Credit CA Commitment:4.
    
    US Term Loan Commitment:5.
    
    Canadian Term Loan Commitment:6.
    
    Swing Line Commitment:
 I-3




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##### 



EXHIBIT J
 FORM OF BORROWING NOTICE
  
 
 
  Credit Agreement Canadian Borrower US Borrower Borrowers Lenders Arrangers Syndication Agent Co-Documentation
Agents Administrative Agent Canadian Agent Canadian
Collateral Agent
 1.
    
    The Business Day of the proposed [US][Canadian][Term Loan] [Revolving Credit
[US/CA][CA] Loan] [Swing Line Loan] is [ ___, ___].
 J-1




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##### 



2.
    
    The Type of the proposed [US][Canadian][Term Loan] [Revolving Credit [US/CA][CA] Loan]
[Swing Line Loan] is a [Base Rate Loan] [Canadian Prime Rate Loan] [Eurodollar Loan]
[Bankers Acceptance].3.
    
    The aggregate amount of the proposed [US][Canadian][Term Loan] [Revolving Credit
[US/CA][CA] Loan] [Swing Line Loan] is $[].4.
    
    [The initial Interest Period for each [Eurodollar Loan] [Bankers Acceptance] made as
part of the proposed [US][Canadian][Term Loan] [Revolving Credit [US/CA][CA] Loan] [Swing
Line Loan] is  [___] month[s].]
     Non-Compliance Notice
 J-2




---



##### 



Very truly yours,
WASTE SERVICES, INC.By:Name:Title:WASTE SERVICES (CA) INC.By:Name:Title: J-3




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##### 



EXHIBIT K
 FORM OF SOLVENCY CERTIFICATE
 US Borrower Canadian Borrower Borrowers Credit Agreement Arrangers Syndication Agent Co-Documentation
Agents Administrative Agent Canadian Agent Canadian
Collateral Agent
       1




---



##### 



provided
 [The remainder of this page intentionally left blank.]
 K-2




---



##### 



WASTE SERVICES, INC.By:Name:Title:
    Chief Financial OfficerWASTE SERVICES (CA) INC.By:Name:Title:
    Chief Financial Officer K-3