WASTE SERVICES, INC. 91/2% Senior Subordinated Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • September 21st, 2009 • Waste Services, Inc. • Refuse systems • New York
Waste Services, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as representative of the initial purchasers (the “Initial Purchasers”), $50,000,000 in aggregate principal amount of its 91/2% Senior Subordinated Notes due 2014 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to the Indenture, dated as of April 30, 2004 (as supplemented through the date hereof, the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein,
REGISTRATION RIGHTS AGREEMENT Dated as of September 21, 2009 by and among Waste Services, Inc. as Issuer Freedom Recycling Holdings, LLC Omni Waste Of Osceola County LLC Ram-Pak Compaction Systems Ltd. Rip, Inc. Sanford Recycling And Transfer, Inc....Registration Rights Agreement • September 21st, 2009 • Waste Services, Inc. • Refuse systems • New York
This Agreement is made pursuant to the Purchase Agreement, dated September 16, 2009 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representative. In order to induce the Initial Purchasers to purchase the Series A Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(m) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of April 30, 2004 among the Company, the Guarantors and Wells Fargo Bank, National Association as Trustee, relating to the Series A Notes and the Series B Notes (the “Indenture”).
