Common use of The Non-U Clause in Contracts

The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. We have furnished you with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this Exemption Certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall so inform the US Borrower in writing within thirty days of such change and (b) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower to the undersigned, or in either of the three calendar years preceding such payment. IN WITNESS WHEREOF, the undersigned has duly executed this certificate. [NAME OF NON-U.S. LENDER] By: Name: Title: Date: Reference is made to the Credit Agreement, dated as of October 8, 2008 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), 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 several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), Barclays Capital, the investment banking division of Barclays Bank PLC, and Banc of America Securities LLC, as joint lead arrangers and joint lead bookrunners (collectively, in such capacities, the “Arrangers”), Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Bosic Inc., SunTrust Bank and The Bank of Nova Scotia, as co-documentation agents (collectively, in such capacities, the “Co-Documentation Agents”), Barclays Bank PLC, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), and The Bank of Nova Scotia, as Canadian agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Agent”) and Canadian collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.17 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having the Commitments set forth in Schedule 1 hereto, effective as of the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. We have furnished you with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this Exemption Certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall so inform the US Borrower in writing within thirty days of such change and (b) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower to the undersigned, or in either of the three calendar years preceding such payment. Exhibit G - page 1 108 IN WITNESS WHEREOF, the undersigned has duly executed this certificate. [NAME OF NON-U.S. LENDER] By: ---------------------------------- Name: Title: Date: Reference is made -------------------------------- Exhibit G - page 2 109 Exhibit H to the 364-Day Credit AgreementAgreement FORM OF SAME DAY BORROWING REQUEST Bank of America, N.A., as Administrative Agent 901 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000 Xttention: Ben Xxxxxxxx [Date(1)] Dear Sirs and Madams: The undersigned, Chevron Phixxxxx Xxemical Company [LLC][LP] (the "Requesting Borrower") refers to the 364-Day Credit Agreement dated as of October 8July 2, 2008 2001 (as it may be amended, restated, supplemented, replaced supplemented or otherwise modified from time to time, the “"364-Day Credit Agreement”"), among Waste Services (CA) Inc.Chevron Phixxxxx Xxemical Company LP and Chevron Phixxxxx Xxemical Company LLC, an Ontario corporation (the “Canadian Borrower”), Waste Services, Inc., each as a Delaware corporation (the “US Borrower” and together with the Canadian Borrower, the “Borrowers”), the several banks and other financial institutions or entities Lenders from time to time party thereto (the “Lenders”), Barclays Capital, the investment banking division of Barclays Bank PLC, and Banc of America Securities LLC, as joint lead arrangers and joint lead bookrunners (collectively, in such capacities, the “Arrangers”)thereto, Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Bosic Inc., SunTrust Bank and The Bank of Nova Scotia, as co-documentation agents (collectively, in such capacities, the “Co-Documentation Agents”), Barclays Bank PLC, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), and The Bank of Nova Scotia, as Canadian agent (in such capacity, together with its permitted successors the other agents therein named. Terms used herein and assigns in such capacity, the “Canadian Agent”) and Canadian collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”). Unless not otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given assigned to them such terms in the 364-Day Credit Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in The Requesting Borrower hereby gives you notice pursuant to Section 10.17 2.4 of the 364-Day Credit Agreement that it requests a Same Day Loan under the 364-Day Credit Agreement, and in that connection sets forth below the undersigned hereby becomes a Lender thereunder having the Commitments set forth in Schedule 1 hereto, effective as of the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum may terms on which such Same Day Loan is requested to be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.made:

The Non-U. S. Lender undertakes to notify the Borrower and Administrative Agent promptly upon the obsolescence or invalidity of this Non-U.S. Lender Statement if, following the execution date hereof, any statement herein ceases to be true at any time while the Non-U.S. Lender is not a controlled foreign corporation receiving entitled to payments of interest by the Borrower under the Financing Documents. The undersigned Non-U.S. Lender acknowledges that this Non-U.S. Lender Statement is executed and delivered in order to substantiate its entitlement to an exemption from a related person within the meaning of Section 881(c)(3)(C) of U.S. withholding tax under the Code. We have furnished you with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this Exemption CertificateFurther, the undersigned agrees individual certifies that (a) if it has the information provided on requisite authority to execute and deliver this certificate changes, document for the undersigned shall so inform the US Borrower in writing within thirty days of such change and (b) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower to the undersigned, or in either of the three calendar years preceding such payment. IN WITNESS WHEREOF, the undersigned has duly executed this certificateNon-U.S. Lender. [NAME OF NON-U.S. LENDER] By: Print Name: Title: Date: Reference is made WestLB AG, New York Branch, as Administrative Agent for the Lenders 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Axxxxx Xxxxxx Phone: 200-000-0000 Facsimile: 200-000-0000 E-mail Address: NXX_Xxxxxx_Xxxxxxxx@XxxxXX.xxx Ladies and Gentlemen: The undersigned, a duly authorized officer of Mxxxx-XxXxxx, LLC (the “Insurance Consultant”), hereby provides this letter to the you in accordance with Section 6.01(p) of that certain Senior Credit Agreement, dated as of October 8, 2008 Agreement (as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), dated as of November 20, 2007, by and among Waste Services (CA) Inc.SOUTHWEST GEORGIA ETHANOL, an Ontario corporation LLC (the “Canadian Borrower”), Waste Services, Inc., a Delaware corporation (each of the “US Borrower” and together with the Canadian Borrower, the “Borrowers”), the several banks and other financial institutions or entities Lenders from time to time party thereto (the “Lenders”)hereto, Barclays CapitalWESTLB AG, the investment banking division of Barclays Bank PLC, and Banc of America Securities LLCNEW YORK BRANCH, as joint lead arrangers and joint lead bookrunners (collectivelyAdministrative Agent for the Lenders, in such capacitiesWESTLB AG, the “Arrangers”), Bank of America, N.A.NEW YORK BRANCH, as syndication agent (in such capacityCollateral Agent for the Senior Secured Parties and WESTLB AG, the “Syndication Agent”), Bosic Inc., SunTrust Bank and The Bank of Nova ScotiaNEW YORK BRANCH, as co-documentation agents (collectivelysole lead arranger, in such capacities, the “Co-Documentation Agents”), Barclays Bank PLC, as administrative agent (in such capacity, together with its permitted successors bookrunner and assigns in such capacity, the “Administrative Agent”), and The Bank of Nova Scotia, as Canadian agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Agent”) and Canadian collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”)syndication agent. Unless otherwise Capitalized terms used herein but not defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given assigned to them such terms in the Senior Credit Agreement. Upon execution and delivery of this Lender Addendum by Agreement or, if not defined therein, in the parties hereto as provided in Section 10.17 common practice of the insurance industry. The Insurance Consultant acknowledges that pursuant to the Senior Credit Agreement, the undersigned hereby becomes Lenders will be providing financing to the Borrower for the construction of the Project and in so doing will be relying on this certificate, the Insurance Consultant’s report dated November 15, 2006 and the Insurance Consultant’s Opinion dated October 3, 2007. The Insurance Consultant certifies that attached hereto as Attachment 1 is a Lender thereunder having true, correct and complete copy of each of such report and such opinion, and each of such report and such opinion represents the Commitments set forth in Schedule 1 hereto, effective Insurance Consultant’s professional opinion as of the Closing Datedate thereof. THIS LENDER ADDENDUM SHALL BE GOVERNED BYFurther, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITHsince the date of such report, THE LAWS OF THE STATE OF NEW YORKnothing has come to our attention that would cause us to change that report. This Lender Addendum may be executed by one or more The Insurance Consultant hereby further certifies to the Administrative Agent that: (i) the Borrower has evidenced all insurance binders required pursuant to and in accordance with Section 6.01(p) of the parties hereto Senior Credit Agreement, and their insurance broker has executed a letter confirming that all such insurance policies are in full force and effect; (ii) the Borrower’s insurance broker has confirmed that all premiums due and payable with respect to each such insurance policy have been paid or that the Borrower is not in arrears on any number such premium due; (iii) each such insurance policy is placed with insurance carriers which are authorized to do business in Georgia and rated “A-, X” or better by A.M. Best’s Insurance Guide and Key Ratings; The Borrower’s insurance broker has evidenced binders and has confirmed that: • Each such insurance policy (with the exception of separate counterpartsProfessional Liability, Directors and Officers and Workers Compensation/Employers Liability insurance) has been endorsed with the Senior Secured Parties as Additional Insured and the Collateral Agent as sole (or first) loss payee (where applicable); • Each such insurance policy permits a waiver of subrogation for the benefit of the Senior Secured Parties; • Each such insurance policy is primary (without contribution from any other policies the Senior Secured Parties may hold); • Each all risk property, builders all risk, business interruption, delay in startup, and all property/machinery breakdown (boiler and machinery) policy contains non-vitiation language to ensure such insurance policy will remain in full force and effect for the benefit of said counterparts taken together shall be deemed the Senior Secured Parties in the event other insured parties violate the terms and conditions of the policy/policies; • Each such insurance policy contains a non-invalidation endorsement or provision that permits (but does not obligate) the Senior Secured Parties to constitute one pay any premiums due and continue coverage in the same instrumentevent that the Borrower fails to make premium payments; and • Each such insurance policy provides a minimum of 45-days’ written notice of cancellation to Administrative Agent, except for cancellation based on non-payment of premium which provides for 10 days’ prior written notice. Delivery It is our opinion that on the basis of an executed the binders and information evidenced to us by the Borrower and its insurance broker, the insurance evidenced is in compliance with the material insurance requirements of the Project Documents and with the requirements of the Senior Credit Agreement. A copy of the Borrower’s insurance broker’s certificate confirming the matters set forth above is attached hereto as Attachment 2. [The remainder of this page is intentionally blank. The next page is the signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereofpage.]

The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person within shall promptly notify the meaning of Section 881(c)(3)(C) Company and the Administrative Agent if any of the Coderepresentations and warranties made herein are no longer true and correct. We have furnished you with a certificate EXHIBIT F FORM OF OPINION OF PETER G. SKINNER , 2002 JPMorgan Chase Bank, as Administrative Agent under the Agreement, as hereinafter defined, ------------------------------, as Documentation Agent under the Agreement, The Bank of our nonNew York, Fleet National Bank, as Co-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this Exemption Certificate, Syndication Agents under the undersigned agrees that (a) if Agreement and Each of the information provided on this certificate changes, the undersigned shall so inform the US Borrower in writing within thirty days of such change and (b) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower Lenders parties to the undersignedAgreement Ladies and Gentlemen: In my capacity as General Counsel, or in either of the three calendar years preceding such payment. IN WITNESS WHEREOF, the undersigned has duly executed this certificate. [NAME OF NON-U.S. LENDER] By: Name: Title: Date: Reference is made to the Credit Agreement, dated I have acted as of October 8, 2008 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), among Waste Services (CA) Inc., an Ontario corporation (the “Canadian Borrower”), Waste Servicescounsel for Dow Jones & Company, Inc., a Delaware corporation (the “US Borrower” and together "Company"), xx xonnection with the Canadian Borrowerexecution and delivery of the 4-Year Credit Agreement, dated as of June 24, 2002, among Dow Jones & Company, Inc. (the “Borrowers”"Company"), the several banks and other financial institutions or entities from time to time party thereto Lenders parties thexxxx, JPMorgan Chase Bank (the “Lenders”f/k/a The Chase Manhattan Bank), Barclays Capitalas Administrative Agents, the investment banking division of Barclays Lloyds TSB Bank PLC, plc and Banc of America Securities LLC, as joint lead arrangers and joint lead bookrunners (collectively, in such capacities, the “Arrangers”), Bank of AmericaMellon Bank, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Bosic Inc., SunTrust Bank and The Bank of Nova Scotia, as co-documentation agents (collectively, in such capacities, the “Co-Documentation Agents”), Barclays Bank PLC, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), and The Bank of Nova ScotiaNew York and Fleet National Bank, as Canadian agent Co-Syndication Agents (in such capacityas the same may be amended, together with its permitted successors and assigns in such capacitysupplemented or otherwise modified, the “Canadian Agent”) and Canadian collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”"Agreement"). Unless This opinion is delivered to you pursuant to Section 4 of the Agreement. Terms used herein which are defined in the Agreement shall have the respective meanings set forth in the Agreement, unless otherwise defined herein. In connection with this opinion, terms defined in I have examined executed copies of the Credit Agreement and used herein shall such corporate documents and records of the Company and its Subsidiaries, certificates of public officials and officers of the Company and its Subsidiaries, and such other documents, as I have deemed necessary or appropriate for the meanings given purposes of this opinion. In stating my opinion, I have assumed the genuineness of all signatures of, and the authority of, persons signing the Agreement on behalf of parties thereto other than the Company, the authenticity of all documents submitted to them me as originals and the conformity to authentic original documents of all documents submitted to me as certified, conformed or photostatic copies. Based upon the foregoing, I am of the opinion that: 1. Each of the Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the Credit laws of the jurisdiction of its incorporation, (b) has the corporate power and authority and the legal right to own and operate its property, to lease the property it operates under lease and to conduct the business in which it is currently engaged and (c) to the best of my knowledge, is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and where the failure to be so qualified would have a material adverse effect on the Company and its Subsidiaries taken as a whole. 2. The Company has the corporate power and authority to make, deliver and perform the Agreement and to borrow thereunder and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of the Agreement and to authorize the execution, delivery and performance of the Agreement and any promissory notes that may be issued after the date hereof to evidence the loans consistent with the terms of the Agreement. Upon execution and delivery No consent or authorization of, filing with, or other act by or in respect of this Lender Addendum any Governmental Authority, is required to be obtained by the parties hereto Company in connection with the borrowings thereunder or with the execution, delivery, performance, validity or enforceability of the Agreement. 3. The Agreement has been duly executed and delivered on behalf of the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). No opinion is expressed as to the availability of the remedy of specific performance. 4. The execution, delivery and performance of the Agreement by the Company and the use of the proceeds of the borrowings thereunder as provided in Section 10.17 therein, will not violate any provision of any existing law or regulation applicable to the Company, or, to the best of my knowledge, of any order, judgment, award or decree of any court, arbitrator or governmental authority binding upon or applicable to the Company, or of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having the Commitments set forth in Schedule 1 hereto, effective as Certificate of Incorporation or By-Laws of the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BYCompany, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITHor, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum to the best of my knowledge, of any securities issued by the Company, or, to the best of my knowledge, of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking by which the Company or any of its Subsidiaries or any of their respective assets may be executed by one bound, and, to the best of my knowledge, will not result in or more require the creation or imposition of the parties hereto any Lien on any number of separate counterpartsits or their respective properties, and all assets or revenues pursuant to the provisions of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereofany such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person to the Borrower (within the meaning of Section section 881(c)(3)(C) of the Code). We Under penalties of perjury I declare that I have furnished you with a certificate examined this certification and to the best of our nonmy knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Non-U.S. person status on Internal Revenue Service Form W-8BENLender. By executing this Exemption Certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall so inform the US Borrower in writing within thirty days Title: Date [Insert Name of such change and (b) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower to the undersigned, or in either of the three calendar years preceding such payment. IN WITNESS WHEREOF, the undersigned has duly executed this certificate. [NAME OF NONNon-U.S. LENDERLender] ByEXHIBIT S FORM OF COMPLIANCE CERTIFICATE (Required Asset Coverage Ratio) [Date] Citibank, N.A. as the Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: NameXx. Xxxxx Xxxxxxxxx, Vice President Facsimile No.: Title(000) 000-0000 Email: Datexxxxx.xxxxxxxxx@xxxx.xxx Re: Reference Loan and Servicing Agreement dated as of May 24, 2013 Ladies and Gentlemen: This Compliance Certificate is made delivered to the Credit you pursuant to Section 6.08(i) of that certain Loan and Servicing Agreement, dated as of October 8May 24, 2008 2013 (as amended, restatedmodified, supplementedwaived, replaced supplemented or otherwise modified restated from time to time, the “Credit Loan and Servicing Agreement”), among Waste Services (CA) Inc.Carlyle GMS Finance SPV LLC, an Ontario corporation (as the “Canadian Borrower”)borrower, Waste ServicesCarlyle GMS Finance, Inc., a Delaware corporation (as the “US Borrower” transferor and together with as the Canadian Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), Barclays Capital, the investment banking division of Barclays Bank PLC, and Banc of America Securities LLC, as joint lead arrangers and joint lead bookrunners (collectively, in such capacities, the “Arrangers”), Bank of America, N.A., as syndication agent servicer (in such capacity, the “Syndication AgentServicer”), Bosic Inc.Citibank, SunTrust Bank and The Bank of Nova ScotiaN.A., as co-documentation agents (collectively, in such capacities, the “Co-Documentation Agents”), Barclays Bank PLC, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”)) and as the collateral agent, each of the Conduit Lenders, Liquidity Banks, Institutional Lenders and Lender Agents from time to time party thereto, Citibank, N.A. and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the joint lead arrangers, and The Bank of Nova ScotiaXxxxx Fargo Bank, National Association, as Canadian agent (in such capacitythe account bank, together with its permitted successors as the backup servicer, as the collateral custodian and assigns in such capacity, as the “Canadian Agent”) and Canadian collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”)administrator. Unless otherwise Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them provided in the Credit Loan and Servicing Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.17 of the Credit Agreement, the The undersigned hereby becomes a Lender thereunder having certifies to the Commitments set forth Administrative Agent that the Servicer is in Schedule 1 hereto, effective compliance with the Required Asset Coverage Ratio for the fiscal quarter ending [ ]. The undersigned certifies that all information contained herein is true and correct as of the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart date hereof.

The Non-U. S. Lender undertakes to notify the Borrower and Administrative Agent promptly upon the obsolescence or invalidity of this Exemption Certificate if, following the execution date hereof, any statement herein ceases to be true at any time while the Non-U.S. Lender is not a controlled foreign corporation receiving entitled to payments of interest by the Borrower under the Loan Documents. The undersigned Non-U.S. Lender acknowledges that this Exemption Certificate is executed and delivered in order to substantiate its entitlement to an exemption from a related person within the meaning of Section 881(c)(3)(C) of U.S. withholding tax under the Code. We have furnished you with a certificate of our nonFurther, the undersignedindividual certifies that it has the requisite authority to execute and deliver this document for the Non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this Exemption Certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall so inform the US Borrower in writing within thirty days of such change and (b) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower to the undersigned, or in either of the three calendar years preceding such payment. IN WITNESS WHEREOF, the undersigned has duly executed this certificateLender. [NAME OF NON-U.S. LENDER] By: Print Name: Title: Date: Reference This Borrowing Notice (this "Borrowing Notice"),dated as of December [ ], 2007, is made delivered to WestLB AG, New York Branch, as administrative agent (the "Administrative Agent"), pursuant to Section 2.2 (Procedure for Borrowing) of the Credit Agreement, dated as of October 8December 28, 2008 2007 (as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time, the “"Credit Agreement”"), by and among Waste Services (CA) Inc.Colstrip Lease Holdings, an Ontario corporation (the “Canadian Borrower”), Waste Services, Inc.LLC, a Delaware corporation (the “US Borrower” and together with the Canadian limited liability company, as Borrower, the “Borrowers”)WestLB AG, New York Branch, as Lender, the several banks and other financial institutions or entities from time to time party thereto (Administrative Agent, WestLB AG, New York Branch, as Collateral Agent for the “Lenders”), Barclays Capital, the investment banking division of Barclays Bank PLCSecured Parties, and Banc of America Securities LLCWestLB AG, New York Branch, as joint lead arrangers Sole Lead Arranger, Bookrunner and joint lead bookrunners (collectively, in such capacities, the “Arrangers”), Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Bosic Inc., SunTrust Bank . This Borrowing Notice sets forth certain undertakings and The Bank representations of Nova Scotia, as co-documentation agents (collectively, in such capacities, the “Co-Documentation Agents”), Barclays Bank PLC, as administrative agent (in such capacity, together Borrower with its permitted successors and assigns in such capacity, respect to the “Administrative Agent”), and The Bank of Nova Scotia, as Canadian agent (in such capacity, together with its permitted successors and assigns in such capacity, transactions contemplated by the “Canadian Agent”) and Canadian collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”)Credit Agreement. Unless Capitalized terms used herein but not otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to them set forth in the Credit Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.17 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having the Commitments set forth in Schedule 1 hereto, effective as of the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person to the Borrower (within the meaning of Section section 881(c)(3)(C) of the Code). We Under penalties of perjury I declare that I have furnished you with a certificate examined this certification and to the best of our nonmy knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Non-U.S. person status on Internal Revenue Service Form W-8BENLender. By executing this Exemption CertificateTitle: Date [Insert Name of Non-U.S. Lender] $[____________] [DATE THIS REVOLVING NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO AN ELIGIBLE ASSIGNEE AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR VALUE RECEIVED, STAR MOUNTAIN LOWER MIDDLE-MARKET CAPITAL CORP., a Delaware corporation (the “Borrower”), promises to pay to [LENDER NAME] (“Lender”), the undersigned agrees that principal sum of [________] DOLLARS (a) $[________]), or, if the information provided on this certificate changesless, the undersigned shall so inform unpaid principal amount of the US Borrower in writing within thirty days of such change and aggregate advances (b“Advances”) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower Lender to the undersigned, or in either of the three calendar years preceding such payment. IN WITNESS WHEREOF, the undersigned has duly executed this certificate. [NAME OF NON-U.S. LENDER] By: Name: Title: Date: Reference is made Borrower pursuant to the Credit Loan and Servicing Agreement (as defined below), as set forth on the attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of each Advance on each day that such unpaid principal amount is outstanding, at the Interest Rate related to such Advance as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Revolving Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of October 8[________ __], 2008 2021 (as amended, amended and restated, supplementedmodified, replaced waived, supplemented or otherwise modified restated from time to time, the “Credit Loan and Servicing Agreement”), by and 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 several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), Barclays Capital, the investment banking division of Barclays Bank PLC, and Banc of America Securities LLCSterling National Bank, as joint lead arrangers and joint lead bookrunners (collectively, in such capacities, the “Arrangers”), Bank of America, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Bosic Inc., SunTrust Bank and The Bank of Nova Scotia, as co-documentation agents (collectively, in such capacities, the “Co-Documentation Agents”), Barclays Bank PLC, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), and The Bank of Nova Scotia, as Canadian agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Agent”) and Canadian as the collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”), and each of the Lenders from time to time party thereto (including the Lender). Unless otherwise Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them provided in the Credit Loan and Servicing Agreement. Upon execution Notwithstanding any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and delivery all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may be charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Lender Addendum Note at the Maximum Lawful Rate. Payments of the principal of, and interest on, Advances represented by this Note shall be made by or on behalf of the parties hereto Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in Section 10.17 of the Credit Loan and Servicing Agreement, or in such manner or at such other address as the undersigned hereby becomes holder of this Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a Lender thereunder having day that is not a Business Day, then such due date shall be extended to the Commitments next succeeding Business Day and interest shall be payable on any principal so extended at the applicable Interest Rate. If any Event of Default shall have occurred, the Interest Rate shall be increased pursuant to the increase set forth in Schedule 1 heretothe definition of “Applicable Spread” set forth in the Loan and Servicing Agreement, effective as of the Closing Datedate of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. THIS LENDER ADDENDUM SHALL BE GOVERNED BYPortions or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing Agreement. Any portion or all of the principal amount of this Note may be prepaid, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITHtogether with interest thereon (and, THE LAWS OF THE STATE OF NEW YORKas set forth in the Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in, but subject to the provisions of, the Loan and Servicing Agreement. Except as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Note. All amounts evidenced by this Note, the Lender’s Advances and all payments and prepayments of the principal hereof and the respective dates and maturity dates thereof shall be endorsed by the Lender, on the schedule attached hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure of the Lender to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided in the Loan and Servicing Agreement. The holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions of the Loan and Servicing Agreement. This Lender Addendum Note is secured by the security interests granted pursuant to Section 2.11 and 2.12 of the Loan and Servicing Agreement. The holder of this Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and Servicing Agreement, all in accordance with the terms of the Loan and Servicing Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances, together with accrued interest thereon, may be executed by one or more declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing Agreement. The Borrower, the Lenders, the Administrative Agent and the Collateral Agent each intend, for federal, state and local income and franchise tax purposes only, that this Note be evidence of indebtedness of the parties hereto on any number Borrower secured by the Collateral and the Lender by the acceptance hereof, agrees to treat the Note for federal, state and local income and franchise tax purposes as indebtedness of separate counterparts, the Borrower. This Note is a “Revolving Note” as referred to in the Loan and all of said counterparts taken together Servicing Agreement. This Note shall be deemed to constitute one construed in accordance with and governed by the same instrument. Delivery laws of an executed signature page hereof by facsimile transmission shall be effective as delivery the State of a manually executed counterpart hereofNew York.

The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. We have furnished you with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this Exemption Certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall so inform the US Borrower in writing within thirty days of such change and (b) the undersigned shall furnish the US Borrower a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the US Borrower to the undersigned, or in either of the three calendar years preceding such payment. IN WITNESS WHEREOF, the undersigned has duly executed this certificate. [NAME OF NON-U.S. LENDER] By: Name: Title: Date: Reference is made to the Credit Agreement, dated as of October 8February 13, 2008 2007 (as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time, the “Credit Agreement”), among Waste Services (CA) Inc.National CineMedia, an Ontario corporation LLC, a Delaware limited liability company (the “Canadian Borrower”), Waste Services, Inc., a Delaware corporation (the “US Borrower” and together with the Canadian Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time party thereto parties to the Credit Agreement (the “Lenders”), Barclays CapitalXxxxxx Brothers Inc. and X.X. Xxxxxx Securities, the investment banking division of Barclays Bank PLC, and Banc of America Securities LLCInc., as joint lead arrangers and joint lead bookrunners (collectively, in such capacitiescapacity, the “Arrangers”), Bank of AmericaJPMorgan Chase Bank, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Bosic Credit Suisse (USA) LLC and Xxxxxx Xxxxxxx Senior Funding, Inc., SunTrust Bank and The Bank of Nova Scotia, as co-documentation agents (collectively, in such capacitiescapacity, the “Co-Documentation Agents”), Barclays Bank PLC) and Xxxxxx Commercial Paper Inc., as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”), and The Bank of Nova Scotia, as Canadian agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Agent”) and Canadian collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Canadian Collateral Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.17 of the Credit Agreement, the undersigned hereby becomes a party to the Credit Agreement with all the rights and obligations of a Lender thereunder having the Commitments set forth in Schedule 1 hereto, effective as of the Closing Date. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.