SUPPLEMENTAL INDENTURE
Exhibit
4.1
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 Xxxxx 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/ Xxxx
X. Xxxxxx
|
Xxxx
X. Xxxxxx
Vice President and Secretary
Vice President and Secretary
U.S.A. RECYCLING L.L.C.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
FREEDOM RECYCLING HOLDINGS, LLC
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Executive Vice President, General
Counsel and Secretary
WASTE SERVICES OF FLORIDA, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
2
PRO DISPOSAL, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
SLD LANDFILL, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
SUN COUNTRY MATERIALS, LLC
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
LIBERTY WASTE, LLC
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
XXXX RECYCLING, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
3
XXXXXXX RECYCLING AND TRANSFER, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
JACKSONVILLE FLORIDA LANDFILL, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
XXXXX ROAD LANDFILL AND RECYCLING, LTD.
by its General Partner,
JACKSONVILLE FLORIDA LANDFILL, INC.
JACKSONVILLE FLORIDA LANDFILL, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
OMNI WASTE OF OSCEOLA COUNTY LLC
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Manager
WASTE SERVICES OF ARIZONA, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
4
WASTE SERVICES LIMITED PARTNER, LLC
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Manager
WS GENERAL PARTNER, LLC
by its Sole Member,
by its Sole Member,
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Executive Vice President, General
Counsel and Secretary
XXXXXXX HILLS TRANSFER STATION LP
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
FORT BEND REGIONAL LANDFILL LP
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
0
XXX XXXXX XXXXXXXX XX XXXXX, LP
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
WASTE SERVICES OF ALABAMA, INC.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Vice President and Secretary
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
ASSOCIATION, as Trustee
| By: |
/s/ Xxxxxx
X. X’Xxxxxxx
|
Name: Xxxxxx X. X’Xxxxxxx
Title: Vice President
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