0001065736-04-000025 Sample Contracts

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • October 5th, 2004 • Waste Services, Inc. • Refuse systems • New York

THIS STANDBY PURCHASE AGREEMENT (this "Agreement") is made as of this 30th day of September, 2004 by and between Waste Services, Inc., a Delaware corporation (the "Company") and Michael G. DeGroote (the "Standby Purchaser").

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 4, 2004
Credit Agreement • October 5th, 2004 • Waste Services, Inc. • Refuse systems • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (together with all Exhibits, Schedules and Annexes hereto, this "Amendment") is among WASTE SERVICES (CA) INC., an Ontario corporation formerly known as CAPITAL ENVIRONMENTAL RESOURCE INC./RESSOURCES ENVIRONNEMENTALES CAPITAL INC. ("WSCI"), WASTE SERVICES, INC., a Delaware corporation (the "Borrower"), and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

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