EX-4.1 Supplemental Indenture



 







    Exhibit
    4.1



 




    SUPPLEMENTAL
    INDENTURE



 



    SUPPLEMENTAL INDENTURE (this “Supplemental
    Indenture”), dated as of April 12, 2007, among
    U.S.A. Recycling Holdings L.L.C., U.S.A. Recycling L.L.C. and
    Freedom Recycling Holdings, LLC, each a Florida limited
    liability companies (each a “Guaranteeing
    Subsidiary”), each a subsidiary of Waste Services, Inc.
    (or its permitted successor), a Delaware corporation (the
    “Company”), the Company, the other Guarantors
    (as defined in the Indenture referred to herein) party to the
    Indenture on the date hereof and Wells Fargo Bank, National
    Association, as trustee under the Indenture referred to below
    (the “Trustee”).



 




    W I T N E
    S S E T H



 



    WHEREAS, the Company has heretofore executed and
    delivered to the Trustee an indenture (the
    “Indenture”), dated as of April 30, 2004,
    providing for the issuance of 91/2% Senior Subordinated
    Notes due 2014 (the “Notes”);



 



    WHEREAS, the Indenture provides that under certain
    circumstances each Guaranteeing Subsidiary shall execute and
    deliver to the Trustee a supplemental indenture pursuant to
    which each Guaranteeing Subsidiary shall unconditionally
    guarantee all of the Company’s Obligations under the Notes
    and the Indenture on the terms and conditions set forth herein
    (the “Note Guarantee”); and



 



    WHEREAS, pursuant to Section 9.01 of the Indenture,
    the Trustee is authorized to execute and deliver this
    Supplemental Indenture;



 



    NOW, THEREFORE, in consideration of the foregoing and for
    other good and valuable consideration, the receipt of which is
    hereby acknowledged, each Guaranteeing Subsidiary and the
    Trustee mutually covenant and agree for the equal and ratable
    benefit of the Holders of the Notes as follows:



 



    1. Capitalized Terms. Capitalized terms used
    herein without definition shall have the meanings assigned to
    them in the Indenture.



 



    2. Agreement To Guarantee. Each Guaranteeing
    Subsidiary hereby agrees to provide an unconditional Guarantee
    on the terms and subject to the conditions set forth in the Note
    Guarantee and in the Indenture including but not limited to
    Article 11 thereof.



 



    3. No Recourse Against Others. No past,
    present or future director, officer, employee, incorporator,
    stockholder or agent of each Guaranteeing Subsidiary, as such,
    shall have any liability for any obligations of the Company or
    any Guarantor (including each Guaranteeing Subsidiary) under the
    Notes, any Note Guarantees, the Indenture or this Supplemental
    Indenture, as applicable, or for any claim based on, in respect
    of, or by reason of, such obligations or their creation. Each
    Holder of the Notes by accepting a Note waives and releases all
    such liability. This waiver and release are part of the
    consideration for issuance of the Notes. Such waiver may not be
    effective to waive liabilities under the federal securities laws
    and it is the view of the SEC that such a waiver is against
    public policy.



 



    4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL
    INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
    THE LAW OF THE STATE OF NEW YORK.



 



    5. Counterparts. The parties may sign any
    number of copies of this Supplemental Indenture. Each signed
    copy shall be an original, but all of them together represent
    the same agreement.



 



    6. Effect of Headings. The Section headings
    herein are for convenience only and shall not affect the
    construction hereof.



 



    7. The Trustee. The Trustee shall not be
    responsible in any manner whatsoever for or in respect of the
    validity or sufficiency of this Supplemental Indenture or for or
    in respect of the recitals contained herein, all of which
    recitals are made solely by each Guaranteeing Subsidiary and the
    Company.




    

    1








 






    IN WITNESS WHEREOF, the parties hereto have caused this
    Supplemental Indenture to be duly executed and attested, all as
    of the date first above written.



 



    U.S.A. RECYCLING HOLDINGS L.L.C.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns






    Ivan
    R. Cairns

    Vice President and Secretary



 



    U.S.A. RECYCLING L.L.C.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    FREEDOM RECYCLING HOLDINGS, LLC



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    WASTE SERVICES, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Executive Vice President, General




    Counsel and Secretary



 



    WASTE SERVICES OF FLORIDA, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary














    

    2








 






    PRO DISPOSAL, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    SLD LANDFILL, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    SUN COUNTRY MATERIALS, LLC



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    LIBERTY WASTE, LLC



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    TAFT RECYCLING, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary














    

    3








 






    SANFORD RECYCLING AND TRANSFER, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    JACKSONVILLE FLORIDA LANDFILL, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    JONES ROAD LANDFILL AND RECYCLING, LTD. 




    by its General Partner,

    JACKSONVILLE FLORIDA LANDFILL, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    OMNI WASTE OF OSCEOLA COUNTY LLC



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Manager



 



    WASTE SERVICES OF ARIZONA, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary









    

    4








 






    WASTE SERVICES LIMITED PARTNER, LLC



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Manager



 



    WS GENERAL PARTNER, LLC 

    by its Sole Member,




    WASTE SERVICES, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Executive Vice President, General




    Counsel and Secretary



 



    RUFFINO HILLS TRANSFER STATION LP



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary








 



    FORT BEND REGIONAL LANDFILL LP



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary








 



    

    5








 






    WSI WASTE SERVICES OF TEXAS, LP



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    WASTE SERVICES OF ALABAMA, INC.



 


			
	 	    By: 
	
    /s/  Ivan
    R. Cairns









    Ivan R. Cairns




    Vice President and Secretary



 



    WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Trustee



 


			
	 	    By: 
	
    /s/  Joseph
    P. O’Donnell









    Name: Joseph P. O’Donnell




    Title: Vice President




    

    6