EXHIBIT 1.03
EXECUTION COPY
ALLIED WASTE NORTH AMERICA, INC.
EACH ENTITY LISTED ON SCHEDULE A, AS GUARANTORS
$450,000,000
7-7/8% Senior Notes due 2013
UNDERWRITING AGREEMENT
April 4, 2003
UNDERWRITING AGREEMENT
▇.▇. ▇▇▇▇▇▇ Securities Inc.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.,
as Representatives of the several Underwriters
c/o ▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Allied Waste North America, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the underwriters named in Schedule B annexed
hereto (the "UNDERWRITERS"), for whom you are acting as representative(s) (the
"REPRESENTATIVES"), $300,000,000 in aggregate principal amount of its 7-7/8%
Senior Notes due 2013 (the "NOTES"), subject to the terms and conditions set
forth herein. The Notes are to be issued pursuant to a Series Supplement (the
"SUPPLEMENT"), to be dated as of the Closing Date (as defined below), to an
indenture (collectively with the Supplement, the "INDENTURE"), dated December
23, 1998, among the Company, the Guarantors (as defined below) and U.S. Bank
National Association (the "TRUSTEE").
The Notes will be guaranteed (the "GUARANTEES") by Allied Waste
Industries, Inc., a Delaware corporation ("ALLIED"), and each of the entities
listed on Schedule A hereto (each, including Allied, a "GUARANTOR" and,
collectively, the "GUARANTORS").
The Notes will be secured by a first priority lien on: (i) all the capital
stock of all of ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries, Inc.'s ("BFI") domestic Restricted
Subsidiaries and certain other wholly-owned subsidiaries of Allied (the
"DOMESTIC PLEDGED STOCK"); (ii) 65% of the capital stock of all of BFI's foreign
Restricted Subsidiaries (the "FOREIGN PLEDGED STOCK") and (iii) all tangible and
intangible assets (other than real property) currently owned by BFI and all of
BFI's domestic Restricted Subsidiaries and certain other wholly-owned
subsidiaries of Allied (collectively, the "ASSETS" and, along with the Domestic
Pledged Stock and the Foreign Pledged Stock, the "COLLATERAL"). BFI and its
subsidiaries that own the Collateral (the "GRANTOR SUBSIDIARIES") entered into
an amendment on January 25, 2001 to the Shared Collateral Pledge Agreement,
dated July 30, 1999, among the Company, BFI, the Grantor Subsidiaries and the
Collateral Trustee (as amended, the "SHARED COLLATERAL PLEDGE AGREEMENT"), an
amendment on January 25, 2001 to the Shared Collateral Security Agreement, dated
July 30, 1999, among the Company, BFI, the Grantor Subsidiaries and the
Collateral Trustee (as amended, the "SHARED COLLATERAL SECURITY AGREEMENT") and
an amendment on January 25, 2001 to the Collateral Trust Agreement, dated July
30, 1999, among the Company, BFI, the Grantor Subsidiaries and the Collateral
Trustee (as amended, the "COLLATERAL TRUST AGREEMENT" and, along with the Shared
Collateral Pledge Agreement and Shared Collateral Security Agreement, the
"SHARED COLLATERAL AGREEMENTS"). The Company and Allied entered into an
amendment on
December 17, 2002 (the "AMENDMENT"), to the credit agreement, dated as of July
21, 1999, among the Company, Allied, the lenders party thereto, JPMorgan Chase
Bank (formerly, The Chase Manhattan Bank), as administrative agent and the
collateral trustee. The Amendment, together with the Shared Collateral
Agreements, provides for the grant by BFI and the Grantor Subsidiaries to the
Collateral Trustee for the ratable benefit of the Holders of the Notes of a
security interest in the Collateral.
This Agreement, the Indenture, the Notes, the Guarantees and the Shared
Collateral Agreements are hereinafter sometimes referred to collectively as the
"OPERATIVE DOCUMENTS." Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Indenture.
The Company has filed, in accordance with the provisions of the Securities
Act of 1933, as amended, and the rules and regulations thereunder (collectively,
the "ACT"), with the Securities and Exchange Commission (the "COMMISSION") a
registration statement on Form S-3, as amended (File No. 333-101607), including
a prospectus, relating to the Notes, which incorporates by reference documents
which Allied or the Company has filed or will file in accordance with the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (collectively, the "EXCHANGE ACT"). The Company has
furnished to you, for use by the Underwriters and by dealers, copies of a
preliminary prospectus and the documents incorporated by reference therein
(together, a "PRELIMINARY PROSPECTUS") relating to the Notes. Except where the
context otherwise requires, the registration statement, as amended at the time
of this Agreement, including all documents filed as a part thereof or
incorporated by reference therein, and including any information contained in a
prospectus subsequently filed with the Commission pursuant to Rule 424(b) under
the Act and deemed to be part of the registration statement and also including
any registration statement filed pursuant to Rule 462(b) under the Act, is
herein called the "REGISTRATION STATEMENT," and the prospectus, including all
documents incorporated therein by reference, in the form filed by the Company
with the Commission pursuant to Rule 424(b) under the Act on or before the
second business day after the date hereof (or such earlier time as may be
required under the Act) or, if no such filing is required, the form of final
prospectus included in the Registration Statement at the time it became
effective, is herein called the "PROSPECTUS." As used herein, "business day"
shall mean a day on which the New York Stock Exchange is open for trading.
1. AGREEMENTS TO SELL AND PURCHASE.
On the basis of the representations, warranties and covenants contained in
this Agreement, and subject to the terms and conditions contained herein, the
Company agrees to issue and sell to the Underwriters, and each Underwriter
agrees, severally and not jointly, to purchase from the Company the principal
amounts of the Notes set forth opposite the name of such Underwriter on Schedule
B hereto at a purchase price equal to 98.25% of the principal amount thereof
(the "PURCHASE PRICE"). The public offering price is not in excess of the price
recommended by UBS Warburg LLC ("UBS WARBURG"), acting in its capacity as a
"qualified independent underwriter" within the meaning of Rule 2720 ("RULE
2720") of the Rules of Conduct of the National Association of Securities
Dealers, Inc. (the "QIU"). The Company is advised by you that the Underwriters
intend (i) to make a public offering of their respective
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portions of the Notes as soon after the date hereof as in your judgment is
advisable and (ii) initially to offer the Notes upon the terms set forth in the
Prospectus.
2. DELIVERY AND PAYMENT.
(a) Delivery of, and payment of the Purchase Price for, the Notes shall be
made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ or such other location as may be mutually acceptable. Such delivery
and payment shall be made at 9:00 a.m., New York City time, on April 9, 2003 or
at such other time on the same date or such other date as shall be agreed upon
by the Underwriters and the Company in writing. The time and date of such
delivery and the payment for the Notes are herein called the "CLOSING DATE."
(b) One or more of the Notes in definitive global form, registered in the
name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), having
an aggregate principal amount corresponding to the aggregate principal amount of
the Notes (collectively, the "GLOBAL NOTES"), shall be delivered by the Company
to the Underwriters (or as the Underwriters direct) in each case with any
transfer taxes thereon duly paid by the Company against payment by the
Underwriters of the Purchase Price thereof by wire transfer in same day funds to
the order of the Company. The Global Notes shall be made available to the
Underwriters for inspection not later than 12:00 p.m., New York City time, on
the business day immediately preceding the Closing Date.
3. AGREEMENTS OF THE COMPANY AND THE GUARANTORS.
Each of the Company and the Guarantors hereby agrees with the Underwriters
as follows:
(a) To file the Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the second business day following the
date of determination of the offering price of the Securities or, if applicable,
such earlier time as may be required by Rule 424(b).
(b) To advise the Representatives promptly and, if requested by the
Representatives, confirm such advice in writing, (i) of the issuance by any
state securities commission of any stop order suspending the qualification or
exemption from qualification of the Notes for offering or sale in any
jurisdiction designated by the Representatives pursuant to Section 3(h) hereof,
or the initiation of any proceeding by any state securities commission or any
other federal or state regulatory authority for such purpose, and (ii) of the
happening of any event during the period referred to in Section 3(f) below that
makes any statement of a material fact made in the Registration Statement or the
Prospectus untrue or that requires any additions to or changes in the
Registration Statement or the Prospectus in order to make the statements therein
not misleading. The Company and the Guarantors shall use their best efforts to
prevent the issuance of any stop order or order suspending the qualification or
exemption of the Notes under any state securities or Blue Sky laws and, if at
any time any state securities commission or other federal or state regulatory
authority shall issue an order suspending the qualification or exemption of the
Notes under any state securities or Blue Sky laws, the Company and the
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Guarantors shall use their best efforts to obtain the withdrawal or lifting of
such order at the earliest possible time.
(c) To furnish the Underwriters and those persons identified by the
Underwriters to the Company, as many copies of the Prospectus, and any
amendments or supplements thereto, as the Underwriters may from time to time
reasonably request for the time period specified in Section 3(f); in case any
Underwriter is required to deliver a prospectus after the nine-month period
referred to in Section 10(a)(3) of the Act in connection with the sale of the
Notes, the Company will prepare, at its expense, promptly upon request such
amendment or amendments to the Registration Statement and the Prospectus as may
be necessary to permit compliance with the requirements of Section 10(a)(3) of
the Act. The Company consents to the use of the Prospectus, and any amendments
and supplements thereto required pursuant hereto, by the Underwriters in
connection with the offering and sale of the Notes.
(d) If it is necessary for any post-effective amendment to the
Registration Statement to be declared effective before the offering of the Notes
may commence, the Company will endeavor to cause such post-effective amendment
to become effective as soon as possible and the Company will advise you promptly
and, if requested by you, will confirm such advice in writing, when such
post-effective amendment to the Registration Statement has become effective.
(e) To advise you promptly and, if requested by you, confirm such advice
in writing, of any request by the Commission for amendments or supplements to
the Registration Statement or the Prospectus or for additional information with
respect thereto, or of notice of institution of proceedings for, or the entry of
a stop order, suspending the effectiveness of the Registration Statement and, if
the Commission should enter a stop order suspending the effectiveness of the
Registration Statement, to use its best efforts to obtain the lifting or removal
of such order as soon as possible.
(f) During such period as a prospectus is required to be delivered under
the Act in connection with the offering and sale of the Notes by the
Underwriters, (i) to advise you promptly and, if requested by you, to confirm
such advice in writing, of any proposal to amend or supplement the Registration
Statement or the Prospectus, including by filing any documents that would be
incorporated therein by reference, and to provide you and Underwriters' counsel
copies of any such documents for review and comment a reasonable amount of time
prior to any proposed filing and to file no such amendment or supplement to
which you shall reasonably object in writing and (ii) to prepare promptly upon
the reasonable request of any of the Representatives, any amendment or
supplement to the Registration Statement or the Prospectus which in the
reasonable opinion of the counsel for the Underwriters is believed to be
necessary under the Act.
(g) To advise you promptly, during the period referred to in Section 3(f)
above, if any event shall occur or condition shall exist as a result of which,
it becomes necessary to amend or supplement the Registration Statement or the
Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or, if it is necessary
to amend or supplement the Registration Statement or the Prospectus to comply
with the Act, and forthwith to prepare and file with the Commission an
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appropriate amendment or supplement to such Registration Statement or Prospectus
so that the statements therein, as so amended or supplemented, will not, in the
light of the circumstances when it is so delivered, be misleading, or so that
such Registration Statement or Prospectus will comply with applicable law, and
to furnish to the Underwriters and such other persons as the Underwriters may
designate such number of copies thereof as the Underwriters may reasonably
request.
(h) Prior to the sale of the Notes as contemplated hereby, to cooperate
with the Underwriters and counsel to the Underwriters in connection with the
registration or qualification of the Notes for offer and sale to the
Underwriters under the securities or Blue Sky laws of such jurisdictions as the
Representatives may request and to continue such registration or qualification
in effect so long as required and to file such consents to service of process or
other documents as may be necessary in order to effect such registration or
qualification; provided, however, that neither the Company nor the Guarantors
shall be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the offering and sale of the Notes,
in any jurisdiction in which it is not now so subject.
(i) Subject to Section 3(f) hereof, to file promptly all reports and any
definitive proxy or information statement required to be filed by the Company
and the Guarantors with the Commission in order to comply with the Exchange Act
subsequent to the date of the Prospectus and for so long as the delivery of a
prospectus is required in connection with the offering or sale of the Notes.
(j) If necessary or appropriate, to file a registration statement pursuant
to Rule 462(b) under the Act prior to 10 a.m. New York City time on the business
day following the date of this Agreement.
(k) To make generally available to its security holders, and to deliver to
you, an earnings statement of the Company (which will satisfy the provisions of
Section 11(a) of the Act) covering a period of twelve months beginning after the
effective date of the Registration Statement (as defined in Rule 158(c) of the
Act) as soon as is reasonably practicable after the termination of such
twelve-month period.
(l) If requested by you, to furnish to you one copy of the Registration
Statement, as initially filed with the Commission, and of all amendments thereto
(including all exhibits thereto and documents incorporated by reference therein)
and sufficient copies of the foregoing (other than exhibits) for distribution of
a copy to each of the other Underwriters.
(m) To the extent not otherwise available on ▇▇▇▇▇ (as defined in
Regulation S-T), to furnish to you promptly and, upon request, to each of the
other Underwriters (i) for a period of five years from the date of this
Agreement (x) copies of any reports or other communications which the Company or
the Guarantors shall send to their stockholders or shall from time to time
publish or publicly disseminate, (y) copies of all annual, quarterly and current
reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other
similar forms as may be designated by the Commission and (z) copies of documents
or reports filed with any
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national securities exchange on which any class of securities of the Company or
the Guarantors is listed and (ii) for the period referenced in Section 3(f)
above such other information as you may reasonably request regarding the Company
and the Guarantors.
(n) To apply the net proceeds from the sale of the Notes in the manner set
forth under the caption "Use of Proceeds" in the Prospectus.
(o) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of the obligations of the Company and the
Guarantors under this Agreement, including: (i) the fees, disbursements and
expenses of counsel to the Company and the Guarantors and accountants of the
Company and the Guarantors in connection with the sale and delivery of the Notes
to the Underwriters and all other fees and expenses in connection with the
preparation, printing, filing and distribution of the Registration Statement,
the Preliminary Prospectus, the Prospectus, and all amendments and supplements
to any of the foregoing (including financial statements), including the mailing
and delivering of copies thereof to the Underwriters and persons designated by
it in the quantities specified herein, (ii) all costs and expenses related to
the transfer and delivery of the Notes to the Underwriters, including any
transfer or other taxes payable thereon, (iii) all costs of printing or
producing this Agreement, the other Operative Documents and any other agreements
or documents in connection with the offering, purchase, sale or delivery of the
Notes, (iv) all expenses in connection with the registration or qualification of
the Notes and the Guarantees for offer and sale under the securities or Blue Sky
laws of the several states and all costs of printing or producing any Blue Sky
memoranda in connection therewith (including the filing fees and reasonable fees
and disbursements of counsel for the Underwriters in connection with such
registration or qualification and memoranda relating thereto), (v) the cost of
printing certificates representing the Notes and the Guarantees, (vi) the fees
and expenses of the Trustee and the reasonable fees and disbursements of the
Trustee's counsel in connection with the Indenture, the Notes and the
Guarantees, (vii) the costs and charges of any transfer agent, paying agent,
registrar and/or depositary (including DTC), (viii) any fees charged by rating
agencies for the rating of the Notes, (ix) the fees and expenses of the QIU in
connection with the offering of the Notes and (x) all other costs and expenses
incident to the performance of the obligations of the Company and the Guarantors
hereunder for which provision is not otherwise made in this Section. It is
understood, however, that, except as specifically provided in this Section, and
Sections 5 and 9 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of any
of the Notes by them and any advertising expenses connected with any offers they
may make.
(p) To obtain the approval of DTC for "book entry" transfer of the Notes,
and to comply with all of its agreements set forth in the representation letters
of the Company and the Guarantors to DTC relating to the approval of the Notes
by DTC for "book-entry" transfer.
(q) During the period beginning on the date hereof and continuing to and
including the Closing Date, not to offer, sell, contract to sell or otherwise
transfer or dispose of any debt securities of the Company or any Guarantor or
any warrants, rights or options to purchase or otherwise acquire debt securities
of the Company or any Guarantor substantially similar to the Notes and the
Guarantees (other than (i) the Notes and the Guarantees and (ii)
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commercial paper issued in the ordinary course of business), without the prior
written consent of the Representatives.
(r) Not to voluntarily claim, and to actively resist any attempts to
claim, the benefit of any usury laws against the holders of any Notes and the
related Guarantees.
(s) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by it prior to the
Closing Date and to satisfy all conditions precedent to the delivery of the
Notes.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY AND THE
GUARANTORS.
As of the date hereof, each of the Company and the Guarantors represents
and warrants to, and agrees with, the Underwriters that:
(a) The Registration Statement has been declared effective under the Act;
no stop order of the Commission preventing or suspending the use of the
Preliminary Prospectus or the effectiveness of the Registration Statement has
been issued and no proceedings for such purpose have been instituted or, to the
Company's knowledge after due inquiry, are threatened by the Commission; the
Preliminary Prospectus, at the time of filing thereof, complied in all material
respects to the requirements of the Act; the Registration Statement complied
when it became effective, complies and will comply, on the Closing Date, in all
material respects with the requirements of the Act and the Prospectus will
comply, as of its date and on the Closing Date, in all material respects with
the requirements of the Act; the conditions to the use of Form S-3 have been
satisfied; the Registration Statement did not when it became effective, does not
and will not, on the Closing Date, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and the Prospectus will not, as of
its date and on the Closing Date, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Company and the Guarantors
make no warranty or representation with respect to any statement contained in
the Registration Statement or the Prospectus in reliance upon and in conformity
with information concerning an Underwriter and furnished in writing by or on
behalf of such Underwriter through you to the Company expressly for use in, the
Registration Statement or the Prospectus; the documents incorporated by
reference in the Preliminary Prospectus, the Registration Statement and the
Prospectus, at the time they became effective or were filed with the Commission,
complied in all material respects with the requirements of the Act or the
Exchange Act as applicable; and the Company has not distributed and will not
distribute any offering material in connection with the offering or sale of the
Notes other than the Registration Statement, the Preliminary Prospectus and the
Prospectus.
(b) Each of Allied and its subsidiaries has been duly incorporated, is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and has the corporate power and authority to carry
on its business as described in the Registration Statement and the Prospectus
and to own, lease and operate its properties, and each is duly
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qualified and is in good standing as a foreign corporation authorized to do
business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
business, prospects, financial condition or results of operations of Allied and
its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT").
(c) All outstanding shares of capital stock of Allied and the Company have
been duly authorized and validly issued and are fully paid, non-assessable and
not subject to any preemptive or similar rights.
(d) The entities listed on Schedule C hereto are the only subsidiaries,
direct or indirect, of Allied. All of the outstanding shares of capital stock of
each of the subsidiaries of Allied have been duly authorized and validly issued
and are fully paid and non-assessable, and are owned by Allied, directly or
indirectly through one or more subsidiaries, free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature (each, a
"LIEN"), except for (i) Liens disclosed in the Registration Statement or the
Prospectus, (ii) Liens to be created in connection with the issuance of the
Notes and (iii) such other Liens which could not reasonably be expected to have
a Material Adverse Effect. Each Subsidiary of the Company (other than Saguaro
National Insurance Company, Global Indemnity Assurance Company, Commercial
Reassurance Limited and Allied Receivables Funding Incorporated) will be a
"RESTRICTED SUBSIDIARY" within the meaning of the Indenture.
(e) This Agreement has been duly authorized, executed and delivered by the
Company and each of the Guarantors.
(f) The Indenture has been duly authorized by the Company and each of the
Guarantors and, on the Closing Date, will have been validly executed and
delivered by the Company and each of the Guarantors. When the Indenture has been
duly executed and delivered by the Company and each of the Guarantors, the
Indenture will be a valid and binding agreement of the Company and each
Guarantor, enforceable against the Company and each Guarantor in accordance with
its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, moratorium and other laws
affecting creditors' rights and remedies generally and (ii) general principles
of equity, including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness, equitable defenses and limits as to the
availability of equitable remedies (whether such principles are considered in a
proceeding at law or equity). On the Closing Date, the Indenture will conform in
all material respects to the requirements of, and shall be duly qualified under,
the Trust Indenture Act of 1939, as amended (the "TIA" or "TRUST INDENTURE
ACT"), and the rules and regulations of the Commission applicable to an
indenture which is qualified thereunder.
(g) The Notes have been duly authorized and, on the Closing Date, will
have been duly and validly executed and delivered by the Company. When the Notes
have been issued, executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of this Agreement, the Notes will be entitled to the benefits of
the Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to (i) applicable
bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,
reorganization, moratorium
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and other laws affecting creditors' rights and remedies generally and (ii)
general principles of equity, including, without limitation, standards of
materiality, good faith, fair dealing and reasonableness, equitable defenses and
limits as to the availability of equitable remedies (whether such principles are
considered in a proceeding at law or equity). On the Closing Date, the Notes
will conform in all material respects to the description thereof contained in
the Registration Statement and the Prospectus.
(h) The Guarantee to be endorsed on the Notes by each Guarantor has been
duly authorized by such Guarantor and, on the Closing Date, will have been duly
executed and delivered by each such Guarantor. When the Notes have been issued,
executed and authenticated in accordance with the Indenture and delivered to and
paid for by the Underwriters in accordance with the terms of this Agreement, the
Guarantee of each Guarantor endorsed thereon will be entitled to the benefits of
the Indenture and will be the valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms, subject to (i)
applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,
reorganization, moratorium and other laws affecting creditors' rights and
remedies generally and (ii) general principles of equity, including, without
limitation, standards of materiality, good faith, fair dealing and
reasonableness, equitable defenses and limits as to the availability of
equitable remedies (whether such principles are considered in a proceeding at
law or equity). On the Closing Date, the Guarantees to be endorsed on the Notes
will conform in all material respects to the description thereof contained in
the Registration Statement and the Prospectus.
(i) The Shared Collateral Agreements have been duly authorized, executed
and delivered by the Company, BFI and the Grantor Subsidiaries and, assuming the
due execution and delivery of the Amendment by each of the parties thereto other
than the Company and Allied, are valid and binding obligations of the Company,
BFI and the Grantor Subsidiaries with respect to the Notes, enforceable against
the Company, BFI and the Grantor Subsidiaries, as applicable, in accordance with
their terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and equitable
principals of general applicability. On the Closing Date, the Shared Collateral
Agreements will conform in all material respects to the description thereof in
the Registration Statement and the Prospectus.
(j) The Amendment, together with the Shared Collateral Agreements,
assuming due execution and delivery by each of the parties thereto other than
the Company and Allied, creates a valid security interest in favor of the
Collateral Trustee for the benefit of the Holders of the Notes in that portion
of the Collateral described in Section 2.01 of the Shared Collateral Security
Agreement and in that portion of the collateral described in Section 2 of the
Shared Collateral Pledge Agreement in which a valid security interest may be
created under Article 9 of the UCC of the State of New York.
(k) The Amendment has been duly authorized, executed and delivered by the
Company.
(l) Neither Allied nor any of its subsidiaries is (x) in violation of its
respective charter or by-laws or (y) in default in the performance of any
obligation, agreement, covenant or condition contained in any indenture, loan
agreement, mortgage, lease or other
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agreement or instrument to which Allied or any of its subsidiaries is a party or
by which Allied or any of its subsidiaries or their respective property is
bound, which violation or default, in the case of this clause (y), could
reasonably be expected to have a Material Adverse Effect.
(m) The execution, delivery and performance of this Agreement and the
other Operative Documents by the Company and each of the Guarantors, compliance
by the Company and each of the Guarantors with all provisions hereof and
thereof, the issuance and sale of the Notes and the consummation of the
transactions contemplated hereby, thereby and by the Registration Statement and
the Prospectus will not (i) require any consent, approval, authorization or
other order of, or qualification with, any court or governmental body or agency
(other than registration of the Notes under the Act, which has been or will be
effected, and except such as may be required under the securities or Blue Sky
laws of the various states or under the rules and regulations of the NASD), (ii)
conflict with or constitute a breach of any of the terms or provisions of, or a
default under, the charter or by-laws of Allied or any of its subsidiaries,
(iii) conflict with or constitute a breach of any of the terms or provisions of,
or a default under any indenture, loan agreement, mortgage, lease or other
agreement or instrument to which Allied or any of its subsidiaries is a party or
by which Allied or any of its subsidiaries or their respective property is
bound, or, in the case of this clause (iii), which violation or default could
reasonably be expected to have a Material Adverse Effect, (iv) violate or
conflict with any applicable law or any rule, regulation, judgment, order or
decree of any court or any governmental body or agency having jurisdiction over
Allied or any of its subsidiaries or their respective property, which violation
or conflict could reasonably be expected to have a Material Adverse Effect, (v)
other than Liens securing the Notes, result in the imposition or creation of (or
the obligation to create or impose) a Lien under, any agreement or instrument to
which Allied or any of its subsidiaries is a party or by which Allied or any of
its subsidiaries or their respective property is bound which Lien could
reasonably be expected to have a Material Adverse Effect, or (vi) result in the
termination, suspension or revocation of any Authorization (as defined below) of
Allied or any of its subsidiaries or result in any other impairment of the
rights of the holder of any such Authorization which termination, suspension or
revocation could reasonably be expected to have a Material Adverse Effect.
(n) Except as set forth in the Registration Statement and the Prospectus,
no person (i) has the right to act as an underwriter or as a financial advisor
to the Company or any Guarantor in connection with the offer and sale of the
Notes, whether as a result of the filing or effectiveness of the Registration
Statement or the sale of the Notes as contemplated thereby or otherwise; or (ii)
has the right, contractual or otherwise, to cause the Company or any Guarantor
to register under the Act any securities of the Company or any Guarantor, or to
include any such securities in the Registration Statement or the offering
contemplated thereby, whether as a result of the filing or effectiveness of the
Registration Statement or the sale of the Notes as contemplated thereby or
otherwise.
(o) Except as set forth in the Registration Statement and the Prospectus,
there are no legal or governmental proceedings pending or threatened to which
Allied or any of its subsidiaries is or could be a party or to which any of
their respective property is or could be subject, which might result, singly or
in the aggregate, in a Material Adverse Effect. All legal or governmental
proceedings, affiliate transactions, off-balance sheet transactions, contracts,
licenses, agreements, leases or documents of a character required to be
described in the
10
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement have been so described or filed as required.
(p) Except as set forth in the Registration Statement and the Prospectus,
neither Allied nor any of its subsidiaries has violated any foreign, federal,
state or local law or regulation relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants ("ENVIRONMENTAL LAWS"), or any provisions of the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder,
except for such violations which, singly or in the aggregate, would not have a
Material Adverse Effect.
(q) There are no costs or liabilities associated with Environmental Laws
(including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any
Authorization, any related constraints on operating activities and any potential
liabilities to third parties) which would, singly or in the aggregate, have a
Material Adverse Effect.
(r) Each of Allied and its subsidiaries has such permits, licenses,
consents, exemptions, franchises, authorizations and other approvals (each, an
"AUTHORIZATION") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and all
courts and other tribunals, including without limitation, under any applicable
Environmental Laws, as are necessary to own, lease, license and operate its
respective properties and to conduct its business, except where the failure to
have any such Authorization or to make any such filing or notice would not,
singly or in the aggregate, have a Material Adverse Effect. Each such
Authorization is valid and in full force and effect and each of Allied and its
subsidiaries is in compliance with all the terms and conditions thereof and with
the rules and regulations of the authorities and governing bodies having
jurisdiction with respect thereto; and no event has occurred (including, without
limitation, the receipt of any notice from any authority or governing body)
which allows or, after notice or lapse of time or both, would allow, revocation,
suspension or termination of any such Authorization or results or, after notice
or lapse of time or both, would result in any other impairment of the rights of
the holder of any such Authorization; except where such failure to be valid and
in full force and effect or to be in compliance, the occurrence of any such
event or the presence of any such restriction would not, singly or in the
aggregate, have a Material Adverse Effect.
(s) The accountants, PricewaterhouseCoopers LLP, who have certified the
consolidated financial statements and supporting schedules as of December 31,
2002 and December 31, 2001 and for each of the two years in the period ended
December 31, 2002, included and incorporated by reference in the Registration
Statement and the Prospectus, are independent public accountants with respect to
the Company and the Guarantors, as required by the Act and the Exchange Act, and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, who have certified the consolidated financial statements
for the year ended December 31, 2000, included and incorporated by reference in
the Offering Memorandum, were, at the time of the certification, independent
public accountants with respect to the Company and the Guarantors, as required
by the Act and the Exchange Act.
11
(t) The historical financial statements, together with related schedules
and notes forming part of the Registration Statement and the Prospectus (and any
amendment or supplement thereto), present fairly the consolidated financial
position, results of operations and changes in financial position of Allied and
its subsidiaries on the basis stated in the Registration Statement and the
Prospectus at the respective dates or for the respective periods to which they
apply; such statements and related schedules and notes have been prepared in
compliance with the requirements of the Act and in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as disclosed therein; the other financial and statistical
information and data set forth in the Registration Statement and the Prospectus
(and any amendment or supplement thereto) are, in all material respects,
accurately presented and prepared on a basis consistent with such financial
statements and the books and records of the Company; there are no financial
statements that are required to be included in the Registration Statement and
the Prospectus that are not included as required; and Allied and its
subsidiaries do not have any liabilities or obligations, direct or contingent
(including any off-balance sheet obligations) that would result in a Material
Adverse Effect, not disclosed in the Registration Statement and the Prospectus.
(u) Neither Allied nor the Company is, and, after giving effect to the
offering and sale of the Notes and the application of the net proceeds thereof
as described in the Prospectus, neither of them will be, an "investment
company," as such term is defined in the Investment Company Act of 1940, as
amended.
(v) No "nationally recognized statistical rating organization" as such
term is defined for purposes of Rule 436(g)(2) under the Act has imposed (or has
informed the Company or any Guarantor that it is considering imposing) any
condition (financial or otherwise) on the Company's or any Guarantor's retaining
any rating assigned to the Company or any Guarantor or any securities of the
Company or any Guarantor.
(w) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this Agreement), other than as set
forth in the Registration Statement or the Prospectus, (i) there has not
occurred any material adverse change or any development involving a prospective
material adverse change in the condition, financial or otherwise, or the
earnings, business, management or operations of Allied and its subsidiaries,
taken as a whole, (ii) there has not occurred any transaction which is material
to Allied and its subsidiaries, taken as a whole, (iii) there has not been any
change or any development involving a prospective material adverse change in the
capital stock or in the long-term debt of Allied or any of its subsidiaries,
(iv) neither Allied nor any of its subsidiaries has incurred any material
liability or obligation, direct or contingent.
(x) Allied and each of its subsidiaries has good and marketable title to
all property (real and personal) described in the Registration Statement and in
the Prospectus as being owned by each of them, free and clear of all Liens,
except for (i) Liens disclosed in the Registration Statement or the Prospectus
and (ii) such other Liens which could not reasonably be expected to have a
Material Adverse Effect; all the property described in the Registration
Statement and the Prospectus as being held under lease by Allied or a subsidiary
is held thereby
12
under valid, subsisting and enforceable leases with such exceptions as would not
have a Material Adverse Effect.
(y) Neither Allied nor any of its subsidiaries is engaged in any unfair
labor practice; except for matters which would not, individually or in the
aggregate, have a Material Adverse Effect, (i) there is (A) no unfair labor
practice complaint pending or, to Allied's knowledge after due inquiry,
threatened against Allied or any of its subsidiaries before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under collective bargaining agreements is pending or threatened, (B) no strike,
labor dispute, slowdown or stoppage pending or, to Allied's knowledge after due
inquiry, threatened against Allied or any of its subsidiaries and (C) no union
representation dispute currently existing concerning the employees of Allied or
any of its subsidiaries, and (ii) to Allied's knowledge after due inquiry, (A)
no union organizing activities are currently taking place concerning the
employees of Allied or any of its subsidiaries and (B) there has been no
violation of any federal, state, local or foreign law relating to discrimination
in the hiring, promotion or pay of employees, any applicable wage or hour laws
or any provision of the Employee Retirement Income Security Act of 1974
("ERISA") or the rules and regulations promulgated thereunder concerning the
employees of Allied or any of its subsidiaries.
(z) Allied maintains a system of internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorization; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.
(aa) Allied has established and maintains disclosure controls and
procedures (as such term is defined in Rule 13a-14 and 15d-14 under the Exchange
Act); such disclosure controls and procedures are designed to ensure that
material information relating to Allied, including its consolidated
subsidiaries, is made known to the Allied's Chief Executive Officer and its
Chief Financial Officer by others within those entities; the Allied's auditors
and the Audit Committee of the Board of Directors have been advised of: (i) any
significant deficiencies in the design or operation of internal controls which
could adversely affect Allied's ability to record, process, summarize, and
report financial data; and (ii) any fraud, whether or not material, that
involves management or other employees who have a role in the Allied's internal
controls; any material weaknesses in internal controls have been identified for
the Allied's auditors; and since the date of the most recent evaluation of such
disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
(bb) The operations of Allied and its subsidiaries are and have been
conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules
and regulations thereunder and any related or
13
similar rules, regulations or guidelines, issued, administered or enforced by
any governmental agency (collectively, the "MONEY LAUNDERING LAWS") and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving Allied or any of its subsidiaries
with respect to the Money Laundering Laws is pending or, to the best knowledge
of the Company, threatened that would have a Material Adverse Effect.
(cc) Neither Allied nor any of its subsidiaries nor, to the knowledge of
Allied, any director, officer, agent, employee or affiliate (as defined in Rule
405 of Regulation C of the Act) of Allied or any of its subsidiaries is
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department ("OFAC"); and Allied will not
directly or indirectly use the proceeds of the Offering, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.
(dd) Neither Allied nor any of its subsidiaries nor, to Allied's knowledge
after due inquiry, any employee or agent of Allied or its subsidiaries has made
any payment of funds of Allied or its subsidiaries or received or retained any
funds in violation of any law, rule or regulation, which payment, receipt or
retention of funds is of a character required to be disclosed in the
Registration Statement or the Prospectus.
(ee) Neither Allied nor the Company have knowledge, after due inquiry, of
any affiliations or associations between any member of the NASD and any of
Allied's or the Company's officers, directors or 5% or greater securityholders,
as the case may be, except as set forth in the Registration Statement and the
Prospectus.
(ff) Each certificate signed by any officer of the Company or any
Guarantor and delivered to the Underwriters or counsel for the Underwriters
shall be deemed to be a representation and warranty by the Company or such
Guarantor to the Underwriters as to the matters covered thereby.
(gg) All indebtedness of the Company and the Guarantors that will be
repaid with the proceeds of the issuance and sale of the Notes was incurred, and
the indebtedness represented by the Notes is being incurred, for proper purposes
and in good faith and each of the Company and the Guarantors was, at the time of
the incurrence of such indebtedness that will be repaid with the proceeds of the
issuance and sale of the Notes, and will be on the Closing Date (after giving
effect to the application of the proceeds from the issuance of the Notes)
solvent, and had at the time of the incurrence of such indebtedness that will be
repaid with the proceeds of the issuance and sale of the Notes and will have on
the Closing Date (after giving effect to the application of the proceeds from
the issuance of the Notes) sufficient capital for carrying on their respective
business and were, at the time of the incurrence of such indebtedness that will
be repaid with the proceeds of the issuance and sale of the Notes, and will be
on the Closing Date (after giving effect to the application of the proceeds from
the issuance of the Notes) able to pay their respective debts as they mature.
(hh) No action has been taken and no law, statute, rule or regulation or
order has been enacted, adopted or issued by any governmental agency or body
which prevents the
14
execution, delivery and performance of this Agreement, any of the Operative
Documents, the issuance of the Notes or the Guarantees, or suspends the sale of
the Notes or the Guarantees in any jurisdiction referred to in Section 3(h); and
no injunction, restraining order or other order or relief of any nature by a
federal or state court or other tribunal of competent jurisdiction has been
issued with respect to the Company or any of its subsidiaries which would
prevent or suspend the issuance or sale of the Notes or the Guarantees in any
jurisdiction referred to in Section 3(h).
The Company acknowledges that the Underwriters and, for purposes of the
opinions to be delivered to the Underwriters pursuant to Section 6 hereof,
counsel to the Company and the Guarantors and counsel to the Underwriters, will
rely upon the accuracy and truth of the foregoing representations and hereby
consents to such reliance.
5. INDEMNIFICATION.
(a) The Company and each Guarantor agree, jointly and severally, to
indemnify and hold harmless each Underwriter, its directors, its officers,
affiliates and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages, liabilities and judgments
(including, without limitation, any reasonable legal or other expenses incurred
in connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or in the Registration
Statement as amended by any post-effective amendment thereof by the Company
becoming effective after the date of this Agreement) or in a Prospectus (the
term Prospectus for the purpose of this Section 5 being deemed to include any
Preliminary Prospectus, the Prospectus and the Prospectus as amended or
supplemented by the Company) or caused by any omission or alleged omission to
state a material fact required to be stated in either such Registration
Statement or such Prospectus or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to such Underwriter
furnished in writing to the Company by such Underwriter for use in such
Registration Statement or such Prospectus.
The Company and each of the Guarantors also agree, jointly and severally,
to indemnify the QIU, its affiliates, directors, its officers and each person,
if any, who controls the QIU within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities and judgments (including, without limitation, any
reasonable legal or other expenses incurred in connection with investigating or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) incurred as a result of the
QIU's participation as a "qualified independent underwriter" within the meaning
of Rule 2720 in connection with the offering of the Notes; provided that the
foregoing indemnity will not, as to any such person, apply to losses, claims,
damages, liabilities or judgments to the extent they are found in a final,
non-appealable adjudication of a court of competent jurisdiction to have
resulted from such person's willful misconduct or gross negligence.
15
(b) The Underwriters, severally and not jointly, agree to indemnify and
hold harmless the Company and the Guarantors, and their respective directors and
officers who have signed the Registration Statement and each person, if any, who
controls (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Company or the Guarantors, to the same extent as the foregoing
indemnity from the Company and the Guarantors to each Underwriter but only with
reference to information relating to such Underwriter furnished in writing to
the Company by such Underwriter expressly for use in the Registration Statement
(or in the Registration Statement as amended by any post-effective amendment
thereof by the Company) or a Prospectus. The Company acknowledges that the
statements set forth in (i) the last paragraph of the cover page of the
Prospectus regarding delivery of the Notes and (ii) under the heading
"Underwriting," the third and sixth paragraphs in the Prospectus constitute the
only information furnished in writing by or on behalf of the several
Underwriters for inclusion in the Prospectus.
(c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 5(a) or 5(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all reasonable fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 5(a) and 5(b), the Underwriters shall not be
required to assume the defense of such action pursuant to this Section 5(c), but
may employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Underwriters). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such
reasonable fees and expenses shall be reimbursed as they are incurred; provided,
however, that if indemnity may be sought pursuant to the second paragraph of
5(a) above in respect of such proceeding, then in addition to such separate firm
of the Underwriters, their officers, directors and affiliates and such control
persons of the Underwriters, the indemnifying person shall be liable for the
fees and expenses of not more than one separate firm (in addition to any local
counsel) for the QIU, its officers, directors and affiliates and all persons, if
any, who control the QIU within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act. Such firm shall be designated in writing by ▇.▇.
▇▇▇▇▇▇ Securities Inc. ("JPMORGAN"), in the case of the parties indemnified
pursuant to Section
16
5(a), and by the Company and the Guarantors, in the case of parties indemnified
pursuant to Section 5(b), and by the QIU, in the case of a firm engaged pursuant
to the proviso in the preceding sentence. The indemnifying party shall not be
obligated to indemnify and hold harmless any indemnified party from and against
any and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action effected without the indemnifying party's written
consent. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.
(d) To the extent the indemnification provided for in this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors, on the one hand, and the Underwriters or the QIU, as
the case may be, on the other hand, from the offering of the Notes or (ii) if
the allocation provided by clause 5(d)(i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 5(d)(i) above but also the relative fault of the
Company and the Guarantors, on the one hand, and the Underwriters or the QIU, as
the case may be, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Guarantors, on the one hand, and the
Underwriters or the QIU, as the case may be, on the other hand, shall be deemed
to be in the same proportion as the total net proceeds from the offering of the
Notes (after underwriting discounts and commissions, but before deducting
expenses) received by the Company, and the total underwriting discounts and
commissions received by the Underwriters or the fee, if any, to be received by
the QIU, as the case may be, bear to the total price to investors of the Notes,
in each case as set forth in this Agreement. The relative fault of the Company
and the Guarantors, on the one hand, and the Underwriters or the QIU, as the
case may be, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Guarantors, on the one hand, or the Underwriters
or the QIU, as the case may be, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the Guarantors, and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation even if the Underwriters were treated as one
entity for such purpose or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
17
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 5, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total discounts and commissions received by such Underwriter exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective principal amount of the Notes purchased by each of
the Underwriters hereunder and not joint.
(e) The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
6. CONDITIONS OF UNDERWRITER'S OBLIGATIONS.
The obligations of the Underwriters to purchase the Notes under this
Agreement are subject to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Company and the
Guarantors contained in this Agreement shall be true and correct on the Closing
Date with the same force and effect as if made on and as of the Closing Date.
(b) On or after the date hereof, (i) there shall not have occurred any
downgrading, suspension or withdrawal of, nor shall any notice have been given
of any potential or intended downgrading, suspension or withdrawal of, or of any
review (or of any potential or intended review) for a possible change that does
not indicate the direction of the possible change in, any rating of the Company
or any Guarantor or any securities of the Company or any Guarantor (including,
without limitation, the placing of any of the foregoing ratings on credit watch
with negative or developing implications or under review with an uncertain
direction) by any "nationally recognized statistical rating organization" as
such term is defined for purposes of Rule 436(g)(2) under the Act and (ii) there
shall not have occurred any change, nor shall any notice have been given of any
potential or intended negative change, in the outlook for any rating of the
Company or any Guarantor or any securities of the Company or any Guarantor by
any such rating organization.
(c) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) under the Act in accordance with Section 3(a) of this Agreement and
no amendment or supplement to the Registration Statement or the Prospectus,
including documents deemed to be incorporated by reference therein, shall have
been filed to which you object in writing.
18
(d) Prior to the Closing Date, no stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act
or proceedings initiated under Section 8(d) or 8(e) of the Act.
(e) Between the time of execution of this Agreement and the Closing Date,
other than as set forth in the Registration Statement or the Prospectus
(exclusive of any amendments or supplements thereto subsequent to the date of
this Agreement), (i) there shall not have occurred any change or any development
involving a prospective change in the condition, financial or otherwise, or the
earnings, business, management or operations of Allied and its subsidiaries,
taken as a whole, (ii) there shall not have been any change or any development
involving a prospective change in the capital stock or in the long-term debt of
Allied or any of its subsidiaries and (iii) neither Allied nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 6(e)(i),
6(e)(ii) or 6(e)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Notes on the terms and in the
manner contemplated in the Registration Statement and the Prospectus.
(f) You shall have received on the Closing Date a certificate dated the
Closing Date, signed by the President and the Chief Financial Officer of the
Company and each of the Guarantors, confirming the matters set forth in Sections
6(a) and 6(b) of this Agreement and stating that (i) they have reviewed the
Registration Statement and the Prospectus and (ii) that each of the Company and
the Guarantors has complied with all the agreements and satisfied all of the
conditions herein contained and required to be complied with or satisfied on or
prior to the Closing Date.
(g) You shall have received on the Closing Date, an opinion (satisfactory
to you and counsel for the Underwriters), dated the Closing Date, of ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇ LLP, counsel for the Company and the Guarantors, in the form previously
agreed to by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and counsel for the Underwriters and an
opinion of ▇▇▇▇▇▇ ▇▇▇▇, Vice President and General Counsel of the Company, in
the form previously agreed to by the Company and counsel for the Underwriters.
In addition, you shall have received opinions (satisfactory to you and counsel
for the Underwriters), dated the Closing Date, of counsel to the Company and the
Guarantors (satisfactory to you and counsel for the Underwriters) as to such
matters as you may reasonably request with respect to Guarantors organized
outside the states of New York and Delaware which are identified as Significant
Subsidiaries (within the meaning of Rule 1-02 of Regulation S-X under the Act)
in an officer's certificate addressed to you and dated the Closing Date.
The opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP described in Section 6(g) above shall
be rendered to you at the request of the Company and the Guarantors and shall so
state therein.
(h) The Underwriters shall have received on the Closing Date an opinion,
dated the Closing Date, of Cravath, Swaine & ▇▇▇▇▇, counsel for the
Underwriters, in form and substance reasonably satisfactory to the Underwriters.
(i) The Underwriters shall have received, at the time this Agreement is
executed and at the Closing Date, letters dated, respectively, the date hereof
or the Closing Date,
19
as the case may be, in form and substance satisfactory to the Underwriters from
PricewaterhouseCoopers LLP, independent public accountants, containing the
information and statements of the type ordinarily included in accountants'
"comfort letters" to the Underwriters with respect to the financial statements
and certain financial information contained and incorporated by reference in the
Registration Statement and the Prospectus.
(j) The Underwriters shall have received a counterpart, conformed as
executed, of the Indenture, including all supplements thereto relating to the
Notes, which shall have been entered into by the Company, the Guarantors and the
Trustee.
(k) Neither the Company nor the Guarantors shall have failed at or prior
to the Closing Date to perform or comply with any of the agreements herein
contained and required to be performed or complied with by the Company or the
Guarantors, as the case may be, at or prior to the Closing Date.
(l) If applicable, a registration statement filed pursuant to Rule 462(b)
under the Act shall have become effective by 10:00 a.m. New York City time on
the business day following the date of this Agreement.
7. EFFECTIVENESS OF AGREEMENT AND TERMINATION.
This Agreement shall become effective upon the execution and delivery of
this Agreement by the parties hereto.
The obligations of the several Underwriters hereunder shall be subject to
termination in the absolute discretion of JPMorgan if (x) since the time of the
execution of this Agreement or the earlier respective dates as of which
information is given in the Registration Statement and the Prospectus (exclusive
of any amendments or supplements thereto), there has been any material adverse
change or any development involving a prospective material adverse change in the
business, properties, management, financial condition or results of operation of
Allied and its subsidiaries taken as a whole, which would, in JPMorgan's
judgment, make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Notes on the terms and in the manner
contemplated in the Registration Statement and the Prospectus (exclusive of any
amendments or supplements thereto), or (y) there shall have occurred: (i) any
attack on, outbreak or escalation of hostilities or act of terrorism involving
the United States, any declaration of war by Congress or any other national or
international calamity or emergency if, in JPMorgan's judgment, the effect of
any such attack, outbreak, escalation, act, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with the public offering or the
delivery of the Notes, (ii) the suspension or material limitation of trading in
securities or other instruments on the New York Stock Exchange, the American
Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile
Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation
on prices for securities or other instruments on any such exchange or the Nasdaq
National Market, (iii) the suspension of trading of any securities of the
Company or any Guarantor on any exchange or in the over-the-counter market, (iv)
the enactment, publication, decree or other promulgation of any federal or state
statute, regulation, rule or order of any court or other governmental authority
which in JPMorgan's judgment materially and adversely affects, or will
materially and adversely affect, the business, prospects,
20
financial condition or results of operations of Allied and its subsidiaries,
taken as a whole, (v) the declaration of a banking moratorium by either federal
or New York State authorities, (vi) any change in United States or international
financial, political or economic conditions or currency exchange rates or
exchange controls as would, in JPMorgan's judgment, be likely to prejudice
materially the success of the proposed issue, sale or distribution of the Notes,
whether in the primary market or in respect of dealings in the secondary market
or (vii) any major disruption of settlements of securities or clearance services
in the United States.
Subject to Section 6 hereof and the second paragraph of this Section 7, if
any one or more of the Underwriters shall fail or refuse to purchase the Notes
which it or they have agreed to purchase hereunder on such date and the
aggregate amount of the Notes which such defaulting Underwriter or Underwriters,
as the case may be, agreed but failed or refused to purchase is not more than
one-tenth of the aggregate principal amount of the Notes to be purchased on such
date by all Underwriters, each non-defaulting Underwriter shall be obligated
severally, in the proportion which the principal amount of the Notes set forth
opposite its name in Schedule B bears to the aggregate principal amount of the
Notes which all the non-defaulting Underwriters have agreed to purchase, or in
such other proportion as you may specify, to purchase the Notes which such
defaulting Underwriter or Underwriters, as the case may be, agreed but failed or
refused to purchase on such date; provided that in no event shall the aggregate
principal amount of the Notes which any Underwriter has agreed to purchase
pursuant to Section 1 hereof be increased pursuant to this Section 7 by an
amount in excess of one-ninth of such principal amount of the Notes without the
written consent of such Underwriter. If any Underwriter or Underwriters shall
fail or refuse to purchase the Notes and the aggregate principal amount of the
Notes with respect to which such default occurs is more than one-tenth of the
aggregate principal amount of the Notes to be purchased by all Underwriters and
arrangements satisfactory to the Underwriters and the Company for purchase of
such Notes are not made within 48 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter and
the Company. In any such case which does not result in termination of this
Agreement, either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the Prospectus or
any other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of any such Underwriter under this Agreement.
The term Underwriter as used in this Agreement shall refer to and include
any Underwriter substituted under this Section 7 with like effect as if such
substituted Underwriter had originally been named in Schedule B.
8. NOTICES.
Notices given pursuant to any provision of this Agreement shall be
addressed as follows: (i) if to the Company or any Guarantor, to ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇ and (ii)
if to the Underwriters, c/o ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention: Syndicate Department, or in any case to such other
address as the person to be notified may have requested in writing.
21
9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS.
The respective indemnities, contribution agreements, representations and
warranties and agreements of the Company, the Guarantors and the Underwriters
set forth in or made pursuant to this Agreement shall remain operative and in
full force and effect, and will survive the issuance and delivery of the Notes,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of the Underwriters, the officers, directors or affiliates
of the Underwriters, any person who controls the Underwriters within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf
of the Company, any Guarantor, the officers who sign the Registration Statement
or directors of the Company or any Guarantor, or any person who controls the
Company or any Guarantor within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, (ii) acceptance of the Notes and payment for them
hereunder and (iii) termination of this Agreement.
If for any reason the Notes are not delivered by or on behalf of the
Company as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 7), the Company and each Guarantor agree, jointly
and severally, to reimburse the Underwriters for all reasonable out-of-pocket
expenses (including the reasonable fees and disbursements of counsel) incurred
by them. Notwithstanding any termination of this Agreement, the Company and the
Guarantors shall be liable for all expenses which they have agreed to pay
pursuant to Section 3(o) hereof. The Company and each Guarantor also agree,
jointly and severally, to reimburse the Underwriters and its officers, directors
and each person, if any, who controls the Underwriters within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act for any and all
reasonable fees and expenses (including without limitation the reasonable fees
and expenses of counsel) incurred by them in connection with enforcing their
rights under this Agreement (including without limitation its rights under
Section 5).
10. SUCCESSORS AND ASSIGNS.
Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Guarantors, the
Underwriters, the Underwriters' directors and officers, any controlling persons
referred to herein, the directors of the Company and the Guarantors and their
respective successors and assigns, all as and to the extent provided in this
Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Notes from the Underwriters merely because of such
purchase.
11. PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers and directors
and any controlling persons referred to in Section 5 hereof. Nothing in this
Agreement is intended or shall be construed to give any other person any legal
or equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of Notes from any Underwriter shall be
deemed to be a successor merely by reason of such purchase.
22
12. GOVERNING LAW.
This Agreement shall be governed and construed in accordance with the laws
of the State of New York, without giving effect to the conflicts of laws
provisions thereof.
13. COUNTERPARTS.
This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.
14. QUALIFIED INDEPENDENT UNDERWRITER
(a) The Company hereby confirms its engagement of the services of the QIU
as, and the QIU hereby confirms its agreement with the Company to render
services as, a "qualified independent underwriter" within the meaning of Rule
2720 with respect to the offering and sale of the Notes.
(b) The QIU hereby represents and warrants to, and agrees with, the
Company and the Underwriters that with respect to the offering and sale of the
Notes as described in the Prospectus:
(i) The QIU constitutes a "qualified independent underwriter" within
the meaning of Rule 2720;
(ii) The QIU has conducted due diligence in respect thereto;
(iii) The QIU has undertaken the legal responsibilities and
liabilities of an underwriter under the Act specifically including those
inherent in Section 11 thereof;
(iv) The QIU recommends, as of the date of the execution and
delivery of this Agreement, that the yield on the Notes shall not be lower
than 7-7/8% (corresponding to an initial public offering pace of 100.00%);
and
(v) Subject to the provisions of Section 5 hereof, the QIU will
furnish to the Underwriters on the Closing Date a letter, dated the
Closing Date, in form and substance satisfactory to the Underwriters, to
the effect of clauses (i) through (iv) above.
(c) The QIU hereby agrees with the Company and the Underwriters
that, as part of its services hereunder, in the event of any amendment or
supplement to the Prospectus, the QIU will render services as a "qualified
independent underwriter" within the meaning of Rule 2720 with respect to
the offering and sale of the Notes as described in the Prospectus as so
amended or supplemented that are substantially the same as those services
being rendered with respect to the offering and sale of the Notes as
described in the Prospectus (including those described in subsection (b)
above).
(d) The Company and the QIU agree that the QIU will provide its
services in its capacity as QIU hereunder for a fee of $100,000.
23
(e) The QIU hereby consents to the references to it as set forth
under the caption "Underwriting" in the Prospectus and in any amendment or
supplement thereto made in accordance with Section 3 hereof.
24
Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Guarantors and the Underwriters.
Very truly yours,
ALLIED WASTE NORTH AMERICA, INC.
By:_____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
ALLIED WASTE INDUSTRIES, INC.
By:_____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
EACH ENTITY LISTED ON SCHEDULE
A, as Guarantors.
By:_____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer
[SIGNATURES CONTINUE ON NEXT PAGE]
25
The foregoing Underwriting Agreement
is hereby confirmed and accepted as of the
date first above written by ▇.▇. ▇▇▇▇▇▇
Securities Inc. on behalf of the Underwriters.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By:____________________________
Name:
Title:
26
The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written by UBS Warburg
LLC, solely in its capacity as a
"qualified independent underwriter" within
the meaning of Rule 2720 of the Rules
of Conduct of the National Association
of Securities Dealers, Inc.
UBS WARBURG LLC
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
27
SCHEDULE A
Guarantors
CORPORATIONS
Name of Company State of Incorporation
--------------- ----------------------
AAWI, Inc. Texas
Action Disposal, Inc. Texas
▇▇▇▇▇▇ Landfill, Inc. Michigan
ADS, Inc. Oklahoma
ADS of Illinois, Inc. Illinois
Agri-tech, Inc. of Oregon Oregon
Alabama Recycling Services, Inc. Alabama
Albany-Lebanon Sanitation, Inc. Oregon
Alaska Street Associates, Inc. Washington
Allied Acquisition Pennsylvania, Inc. Pennsylvania
Allied Acquisition Two, Inc. Massachusetts
Allied Enviro Engineering, Inc. Texas
Allied Enviroengineering, Inc. Delaware
Allied Nova Scotia, Inc. Delaware
Allied Waste Alabama, Inc. Delaware
Allied Waste Company, Inc. Delaware
Allied Waste Hauling of Georgia, Inc. Georgia
Allied Waste Holdings (Canada) Ltd. Delaware
Allied Waste Industries, Inc. * Delaware
Allied Waste Industries (Arizona), Inc. Arizona
Allied Waste Industries (New Mexico), Inc. New Mexico
Allied Waste Industries (Southwest), Inc. Arizona
Allied Waste Industries of Georgia, Inc. Georgia
Allied Waste Industries of Illinois, Inc. Illinois
Allied Waste Industries of Northwest Indiana, Inc. Indiana
Allied Waste Industries of Tennessee, Inc. Tennessee
Allied Waste Landfill Holdings, Inc. Delaware
Allied Waste of California, Inc. California
Allied Waste of Long Island, Inc. New York
Allied Waste of New Jersey, Inc. New Jersey
Allied Waste Rural Sanitation, Inc. Delaware
Allied Waste Services, Inc. Texas
Allied Waste Systems Holdings, Inc. Delaware
Allied Waste Systems, Inc. * Delaware
Allied Waste Systems (Texas) Inc. Texas
Allied Waste Transportation, Inc. * Delaware
SA-1
Name of Company State of Incorporation
--------------- ----------------------
American Disposal Services, Inc. Delaware
American Disposal Services of Illinois, Inc. Delaware
American Disposal Services of Kansas, Inc. Kansas
American Disposal Services of Missouri, Inc. Oklahoma
American Disposal Services of New Jersey, Inc. Delaware
American Disposal Services of West Virginia, Inc. Delaware
American Disposal Transfer Services of Illinois, Inc. Delaware
American Materials Recycling Corp. New Jersey
American Sanitation, Inc. Idaho
American Transfer Company, Inc. New York
Apache Junction Landfill Corporation Arizona
Area Disposal Inc. Illinois
Atlantic Waste Holding Company, Inc. Massachusetts
Attwoods of North America, Inc. Delaware
Automated Modular Systems, Inc. New Jersey
Autoshred, Inc. Missouri
AWIN Leasing Company, Inc. Delaware
AWIN Management, Inc. Delaware
Belleville Landfill, Inc. Missouri
BFI Atlantic, Inc. Delaware
BFI Energy Systems of Albany, Inc. Delaware
BFI Energy Systems of Boston, Inc. Massachusetts
BFI Energy Systems of Delaware County, Inc. Delaware
BFI Energy Systems of Essex County, Inc. New Jersey
BFI Energy Systems of Hempstead, Inc. Delaware
BFI Energy Systems of Niagara, Inc. Delaware
BFI Energy Systems of Niagara II, Inc. Delaware
BFI Energy Systems of Plymouth, Inc. Delaware
BFI Energy Systems of SEMASS, Inc. Delaware
BFI Energy Systems of Southeastern Connecticut, Inc. Delaware
BFI International, Inc. Delaware
BFI Ref-Fuel, Inc. Delaware
BFI Services Group, Inc. California
BFI Trans River (GP), Inc. Delaware
BFI Trans River (LP), Inc. Delaware
BFI Transfer Systems of New Jersey, Inc. New Jersey
BFI Waste Systems of New Jersey, Inc. New Jersey
BFI Waste Systems of North America, Inc. Delaware
Bio-Med of Oregon, Inc. Oregon
▇▇▇▇▇▇▇ Landfill, Inc. California
Brickyard Disposal & Recycling, Inc. Illinois
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Financial Services, Inc. Delaware
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, Inc. Maryland
SA-2
Name of Company State of Incorporation
--------------- ----------------------
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Asia Pacific, Inc. Delaware
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Chemical Services, Inc. Nevada
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Europe, Inc. Delaware
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries, Inc. * Delaware
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries, Inc. Massachusetts
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of California, Inc. California
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Florida, Inc. Delaware
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Illinois, Inc. Delaware
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of New Jersey, Inc. New Jersey
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of New York, Inc. New York
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Ohio, Inc. Delaware
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Tennessee, Inc. Tennessee
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Services, Inc. Delaware
▇▇▇▇▇▇▇ Trash Service, Inc. Colorado
Capitol Recycling and Disposal, Inc. Oregon
▇.▇. ▇▇▇▇▇ & Sons, Inc. New York
CC Landfill, Inc. Delaware
CCAI, Inc. Washington
CDF Consolidated Corporation Illinois
CECOS International, Inc. New York
Celina Landfill, Inc. Ohio
Central Sanitary Landfill, Inc. Michigan
▇▇▇▇▇▇▇▇ Development of North Carolina, Inc. North Carolina
Champion Recycling, Inc. New York
Charter Evaporation Resource Recovery Systems California
Cherokee Run Landfill, Inc. Ohio
Chestnut Equipment Leasing Corp. New York
Citizens Disposal, Inc. Michigan
City-Star Services, Inc. Michigan
City Garbage, Inc. Texas
Clarkston Disposal, Inc. Michigan
Cocopah Landfill, Inc. Delaware
Consolidated Processing, Inc. Illinois
Containerized, Inc. of Texas Texas
Copper Mountain Landfill, Inc. Delaware
Corvallis Disposal Co. Oregon
County Disposal, Inc. Delaware
County Disposal (Ohio), Inc. Delaware
County Landfill, Inc. Delaware
D&D Garage Services, Inc. Illinois
Dallas Disposal Co. Oregon
Delta Container Corporation California
Delta Dade Recycling Corp. Florida
SA-3
Name of Company State of Incorporation
--------------- ----------------------
Delta Paper Stock Co. California
Delta Recycling Corp. Florida
Delta Resources Corp. Florida
Delta Site Development Corp. Florida
Delta Tall Pines Corp. Florida
Delta Transfer Corp. Florida
Delta Waste Corp. Florida
▇▇▇▇▇▇▇ Waste Systems II, Inc. Ohio
Denver RL North, Inc. Colorado
▇▇▇▇▇▇▇▇, Inc. Michigan
▇▇▇▇▇▇▇ Industries, Inc. New York
Eagle Industries Leasing, Inc. Michigan
DTC Management, Inc. Indiana
ECDC Environmental of Humbolt County, Inc. Delaware
ECDC Holdings, Inc. Delaware
Elder Creek Transfer & Recovery, Inc. California
Environmental Development Corp. Delaware
Environmental Reclamation Company Illinois
Environtech, Inc. Delaware
EOS Environmental, Inc. Texas
Evergreen Scavenger Service, Inc. Delaware
▇.▇. ▇▇▇▇▇▇▇▇ Rubbish Removal, Inc. Massachusetts
Forward, Inc. California
▇▇▇▇ ▇▇▇▇▇▇▇ Trucking Co., Inc. Illinois
▇. ▇▇▇ ▇▇▇▇▇ Disposal Inc. Michigan
▇▇▇▇▇▇▇▇ Brothers, Inc. New Jersey
▇▇▇▇▇▇▇▇ Recycling and Transfer Station Co., Inc. New Jersey
GEK, Inc. Alabama
General Refuse Rolloff Corp. Delaware
Georgia Recycling Services, Inc. Delaware
▇▇▇▇▇▇▇▇ Recycling Corp. New Jersey
Golden Waste Disposal, Inc. Georgia
Grants Pass Sanitation, Inc. Oregon
Great Lakes Disposal Services, Inc. Delaware
Gulfcoast Waste Service, Inc. Florida
Harland's Sanitary Landfill, Inc. Michigan
Hollister Landfill, Inc. California
Illinois Landfill, Inc. Illinois
Illinois Recycling Services, Inc. Illinois
Imperial Landfill, Inc. California
Independent Trucking Company California
▇▇▇▇▇▇ Waste Disposal, Inc. Illinois
International Disposal Corp. of California California
SA-4
Name of Company State of Incorporation
--------------- ----------------------
▇▇▇▇▇▇ Disposal, Inc. Iowa
▇▇▇ ▇▇ ▇▇▇▇ & Sons, Inc. New Jersey
▇▇▇▇▇ Road Landfill and Recycling, Ltd. Florida
Kankeekee RDF Landfill, Inc. Delaware
▇▇▇▇▇▇ Canyon Landfill Company California
▇▇▇▇▇▇ Drop Box, Inc. Oregon
La Caada Disposal Company, Inc. California
Lake ▇▇▇▇▇▇ Landfill, Inc. North Carolina
Lathrop Sunrise Sanitation Corporation California
▇▇▇ County Landfill, Inc. Illinois
Liberty Waste Holdings, Inc. Delaware
Loop Recycling, Inc. Illinois
Loop Transfer, Incorporated Illinois
▇▇▇▇▇ ▇▇▇▇▇ & Son, Inc., Sanitation Contractors New Jersey
Macomb Landfill, Inc. Delaware
Mamaroneck Truck Repair, Inc. New York
Manumit of Florida, Inc. Florida
▇▇▇▇▇▇▇ Waste Systems, Inc. Oregon
Medical Disposal Services, Inc. Illinois
Mesa Disposal, Inc. Arizona
Mississippi Waste Paper Company Mississippi
MJS Associates, Inc. Washington
Mountain Home Disposal, Inc. Delaware
NationsWaste Catawba Regional Landfill, Inc. South Carolina
NationsWaste, Inc. Delaware
Ncorp, Inc. Delaware
New ▇▇▇▇▇▇ Landfill Company, Inc. Pennsylvania
Newco Waste Systems of New Jersey, Inc. New Jersey
Noble Road Landfill, Inc. Ohio
Northwest Waste Industries, Inc. Washington
Oakland Heights Development, Inc. Michigan
Omaha Hauling Company, Inc. Delaware
Organized Sanitary Collectors and Recyclers, Inc. Nebraska
Oscar's Collection System of Fremont, Inc. Nebraska
Otay Landfill, Inc. California
Ottawa County Landfill, Inc. Delaware
Palomar Transfer Station, Inc. California
Paper Fibers, Inc. Washington
Paper Recycling Systems, Inc. New York
▇▇▇▇▇▇▇ Real Estate Company Oregon
Pinal County Landfill Corp. Arizona
Pittsburg County Landfill, Inc. Oklahoma
Portable Storage, Inc. Oregon
SA-5
Name of Company State of Incorporation
--------------- ----------------------
▇▇▇▇▇▇ County Landfill, Inc. Ohio
Price & Sons Recycling Company Georgia
Prime Carting, Inc. New York
PSI Waste Systems, Inc. Idaho
R. 18, Inc. Illinois
Rabanco Connections International, Inc. Washington
Rabanco Intermodal/B.C., Inc. Washington
Rabanco, Ltd. Washington
Rabanco Recycling, Inc. Washington
Rabanco Regional Landfill Company ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Landfill, Inc. California
RCS, Inc. Illinois
▇.▇. ▇▇▇▇▇▇ Enterprises, Inc. Ohio
▇.▇. ▇▇▇▇▇▇ Refuse Service, Inc. Ohio
Recycling Associates Inc. New York
Recycling Industries Corp. New York
Resource Recovery, Inc. Kansas
Risk Services, Inc. Delaware
▇▇▇▇ Bros. Waste & Recycling Co. Ohio
▇▇▇▇▇▇▇ Sanitary Service, Inc. Oregon
Royal Holdings, Inc. Michigan
Roxana Landfill, Inc. Illinois
S&L Inc. Washington
S&S Recycling, Inc. Georgia
Saline County Landfill, Inc. Illinois
San Marcos NCRRF, Inc. California
Sangamon Valley Landfill, Inc. Delaware
Sanitary Disposal Service, Inc. Michigan
Sauk Trail Development, Inc. Michigan
Seattle Disposal Company, Inc. Washington
Selas Enterprises LTD. New York
Shred-All Recycling Systems, Inc. Illinois
Source Recycling, Inc. Oregon
Southwest Regional Landfill, Inc. Missouri
Southwest Waste Inc. Missouri
SSWI, Inc. Washington
Standard Disposal Services, Inc. Michigan
Standard Environmental Services, Inc. Michigan
Standard Waste, Inc. Delaware
Star Services Group, Inc. Florida
Streator Area Landfill, Inc. Illinois
Suburban Carting Corp. New York
Suburban Transfer, Inc. Illinois
SA-6
Name of Company State of Incorporation
--------------- ----------------------
Suburban Warehouse, Inc. Illinois
Summit Waste Systems, Inc. Arizona
Sunrise Sanitation Service, Inc. California
Sunset Disposal, Inc. Kansas
Sunset Disposal Service Inc. California
Super Services Waste Management, Inc. Arizona
Sycamore Landfill, Inc. California
▇▇▇▇'▇ Transfer Systems, Inc. Missouri
▇▇▇▇▇▇ Ridge Landfill, Inc. Delaware
Tennessee Union County Landfill, Inc. Delaware
The Ecology Group, Inc. Ohio
▇▇▇ ▇▇▇▇▇▇▇'▇ Disposal Service, Inc. New Jersey
Total Solid Waste Recyclers, Inc. New Jersey
Tricil (N.Y.), Inc. New York
Tri-State Recycling Services, Inc. Illinois
Tri-State Refuse Corporation Arizona
Trottown Transfer, Inc. New York
United Disposal Service, Inc. Oregon
United Waste Control Corp. Washington
Upper Rock Island County Landfill, Inc. Illinois
USA Waste of Illinois, Inc. Illinois
Valley Landfills, Inc. Oregon
VHG, Inc. Minnesota
▇▇▇▇▇▇ Disposal Service, Inc. Massachusetts
▇▇▇▇▇▇ ▇▇▇▇ Development Company Delaware
Waste Associates, Inc. Washington
Waste Control Systems, Inc. Oregon
Wastehaul, Inc. Indiana
Waste Services of New York, Inc. New York
▇▇▇▇▇ County Landfill IL, Inc. Delaware
WDTR, Inc. Oregon
WJR Environmental, Inc. Washington
Willamette Resources, Inc. Oregon
▇▇▇▇▇▇▇▇ County Landfill, Inc. Ohio
Woodlake Sanitary Service, Inc. Minnesota
SA-7
LIMITED LIABILITY COMPANIES
Name of Company State of Formation
--------------- ------------------
Allied Gas Recovery Systems, L.L.C. Delaware
Allied Services, LLC Delaware
Allied Transfer Systems of New Jersey, LLC New Jersey
Allied Waste of New Jersey-New York, LLC Delaware
Allied Waste Sycamore Landfill, LLC Delaware
Allied Waste Systems of New Jersey, LLC New Jersey
▇▇▇▇▇▇▇▇ Regional Landfill, LLC Delaware
Anson County Landfill NC, LLC Delaware
AWIN Leasing II, LLC Ohio
BFI Transfer Systems of Alabama, LLC Delaware
BFI Transfer Systems of DC, LLC Delaware
BFI Transfer Systems of Georgia, LLC Delaware
BFI Transfer Systems of Maryland, LLC Delaware
BFI Transfer Systems of Massachusetts, LLC Massachusetts
BFI Transfer Systems of Mississippi, LLC Delaware
BFI Transfer Systems of Pennsylvania, LLC Pennsylvania
BFI Transfer Systems of Virginia, LLC Delaware
BFI Waste Services, LLC Delaware
BFI Waste Services of Massachusetts, LLC Massachusetts
BFI Waste Services of Pennsylvania, LLC Pennsylvania
BFI Waste Services of Tennessee, LLC Delaware
BFI Waste Systems of Alabama, LLC Delaware
BFI Waste Systems of Arkansas, LLC Delaware
BFI Waste Systems of Georgia, LLC Delaware
BFI Waste Systems of Kentucky, LLC Delaware
BFI Waste Systems of Louisiana, LLC Delaware
BFI Waste Systems of Massachusetts, LLC Massachusetts
BFI Waste Systems of Mississippi, LLC Delaware
BFI Waste Systems of Missouri, LLC Delaware
BFI Waste Systems of North Carolina, LLC Delaware
BFI Waste Systems of Oklahoma, LLC Oklahoma
BFI Waste Systems of Pennsylvania, LLC Pennsylvania
BFI Waste Systems of South Carolina, LLC Delaware
BFI Waste Systems of Tennessee, LLC Delaware
BFI Waste Systems of Virginia, LLC Delaware
Bridgeton Landfill, LLC Delaware
▇▇▇▇▇▇▇▇▇ Landfill, LLC Delaware
Brunswick Waste Management Facility, LLC Delaware
▇▇▇▇▇▇ County Landfill, LLC Delaware
▇▇▇▇▇▇▇ Landfill, LLC Delaware
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Landfill, LLC Delaware
SA-8
Name of Company State of Formation
--------------- ------------------
D & L Disposal L.L.C. Delaware
E Leasing Company, LLC Delaware
ECDC Environmental, L.C. Utah
ECDC Logistics, LLC Delaware
▇▇▇▇▇ ▇▇▇▇▇ Landfill MO, LLC Delaware
Envotech-Illinois, L.L.C. Delaware
Evergreen Scavenger Service, L.L.C. Delaware
Flint Hill Road, LLC South Carolina
Forest View Landfill, LLC Delaware
Frontier Waste Services (Colorado), LLC Colorado
Frontier Waste Services (Utah), LLC Utah
Frontier Waste Services of Louisiana L.L.C Louisiana
Gateway Landfill, LLC Georgia
General Refuse Service of Ohio, LLC Ohio
Great Plains Landfill OK, LLC Delaware
Greenridge Reclamation, LLC Pennsylvania
Greenridge Waste Services, LLC Pennsylvania
▇▇▇▇▇▇▇ County Landfill, LLC Mississippi
H Leasing Company, LLC Delaware
Jefferson City Landfill, LLC Delaware
▇▇▇ County Landfill SC, LLC Delaware
Lemons Landfill, LLC Delaware
Liberty Waste Services Limited, L.L.C. Delaware
Liberty Waste Services of Illinois, L.L.C. Illinois
Liberty Waste Services of McCook, L.L.C. Delaware
Local Sanitation of Rowan County, L.L.C. Delaware
Metro Enviro Transfer, LLC Delaware
New York Waste Services, LLC Delaware
N Leasing Company, LLC Delaware
Northeast Landfill, LLC Delaware
Oklahoma City Landfill, LLC Oklahoma
Packerton Land Company, L.L.C. Delaware
Pinecrest Landfill OK, LLC Delaware
Polk County Landfill, LLC Delaware
S Leasing Company, LLC Delaware
Sand Valley Holdings, L.L.C. Delaware
Show-Me Landfill, LLC Delaware
Southeast Landfill, LLC Delaware
Total Roll-Offs, L.L.C. Texas
Webster Parish Landfill, L.L.C. Delaware
Willow Ridge Landfill, LLC Delaware
SA-9
PARTNERSHIPS
Name of Company Sate of Formation
--------------- -----------------
Abilene Landfill TX, LP Delaware
BFI Energy Systems of Southeastern Connecticut, L.P. Delaware
BFI Transfer Systems of Texas, LP Delaware
BFI Waste Services of Indiana, LP Delaware
BFI Waste Services of Texas, LP Delaware
BFI Waste Systems of Indiana, LP Delaware
BFI Waste Systems of Texas, LP Delaware
Blue Ridge Landfill General Partnership Kentucky
Brenham Total Roll-Offs, LP Delaware
Camelot Landfill TX, LP Delaware
County Line Landfill Partnership Indiana
Crow Landfill TX L.P. Delaware
▇▇▇▇▇ County Landfill TX, L.P. Delaware
Fort Worth Landfill TX, LP Delaware
Frontier Waste Services, L.P. Texas
Galveston County Landfill TX, LP Delaware
Golden Triangle Landfill TX, LP Delaware
Green Valley Landfill General Partnership Kentucky
Greenwood Landfill TX, LP Delaware
Gulf West Landfill TX, LP Delaware
Houston Towers TX, LP Delaware
Illiana Disposal Partnership Indiana
Itasca Landfill TX, LP Delaware
Kerrville Landfill TX, LP Delaware
Key Waste Indiana Partnership Indiana
Lake County C & D Development Partnership Indiana
Lewisville Landfill TX, LP Delaware
Mars Road TX, LP Delaware
▇▇▇▇▇▇▇ Road Landfill TX, LP Delaware
Mesquite Landfill TX, LP Delaware
Mexia Landfill TX, LP Delaware
▇▇▇▇▇▇▇▇ Landfill General Partnership Kentucky
▇▇▇▇▇▇ County Landfill Partnership Indiana
Panama Road Landfill TX, L.P. Delaware
Paper Fibres Company Washington
Pinehill Landfill TX, LP Delaware
Pleasant Oaks Landfill TX, LP Delaware
Rabanco Companies Washington
Recycle Seattle II Washington
Regional Disposal Company Washington
Rio Grande Valley Landfill TX, LP Delaware
SA-10
Name of Company Sate of Formation
--------------- -----------------
Royal Oaks Landfill TX, LP Delaware
Southwest Landfill TX, LP Delaware
Springfield Environmental General Partnership Indiana
Turkey Creek Landfill TX, LP Delaware
U.S. Disposal II ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Landfill TX, LP Delaware
Whispering Pines Landfill TX, LP Delaware
SA-11
SCHEDULE B
Underwriters
Underwriter Principal Amount of Notes
----------- -------------------------
▇.▇. ▇▇▇▇▇▇ SECURITIES INC. $135,000,000
CREDIT SUISSE FIRST BOSTON LLC $ 79,029,000
DEUTSCHE BANK SECURITIES, INC. $ 76,178,000
BANC ONE CAPITAL MARKETS, INC. $ 45,150,000
FLEET SECURITIES, INC. $ 42,857,000
WACHOVIA SECURITIES, INC. $ 21,428,000
BNP PARIBAS SECURITIES CORP. $ 16,786,000
CREDIT LYONNAIS SECURITIES (USA) INC. $ 16,786,000
SCOTIA CAPITAL (USA) INC. $ 16,786,000
Total................................................ $450,000,000
SA-12
SCHEDULE C
Subsidiaries
"*" Indicates Equity Interest Only
SB-1
3003304 Nova Scotia Company
572060 B.C. Ltd.
AAWI, Inc.
Abilene Landfill TX, LP
Action Disposal, Inc.
▇▇▇▇▇▇ Landfill, Inc.
ADS of Illinois, Inc.
ADS, Inc.
Agri-tech, Inc. of Oregon
Alabama Recycling Services, Inc.
Alaska Street Associates, Inc.
Albany-Lebanon Sanitation, Inc.
Allied Acquisition Pennsylvania, Inc.
Allied Acquisition Two, Inc.
Allied Enviro Engineering, Inc. (TX corp.)
Allied Enviroengineering, Inc. (DE corp.)
Allied Gas Recovery Systems, L.L.C.
Allied Nova Scotia, Inc.
Allied Services, LLC
Allied Transfer Systems of New Jersey, LLC
Allied Waste Alabama, Inc.
Allied Waste Company, Inc.
Allied Waste Hauling of Georgia, Inc.
Allied Waste Holdings (Canada) Ltd.
Allied Waste Industries (Arizona), Inc.
Allied Waste Industries (New Mexico), Inc.
Allied Waste Industries (Southwest), Inc.
Allied Waste Industries of Georgia, Inc.
Allied Waste Industries of Illinois, Inc.
Allied Waste Industries of Northwest Indiana, Inc.
Allied Waste Industries of Tennessee, Inc.
Allied Waste Landfill Holdings, Inc.
Allied Waste North America, Inc.
Allied Waste of California, Inc.
Allied Waste of Long Island, Inc.
Allied Waste of New Jersey, Inc.
Allied Waste of New Jersey-New York, LLC
Allied Waste Rural Sanitation, Inc.
Allied Waste Services, Inc. (TX corp.)
C-1
Allied Waste Sycamore Landfill, LLC
Allied Waste Systems (Texas) Inc.
Allied Waste Systems Holdings, Inc.
Allied Waste Systems of New Jersey, LLC
Allied Waste Systems, Inc. (DE corp.)
Allied Waste Transportation, Inc.
American Disposal Services of Illinois, Inc.
American Disposal Services of Kansas, Inc.
American Disposal Services of Missouri, Inc.
American Disposal Services of New Jersey, Inc.
American Disposal Services of West Virginia, Inc.
American Disposal Services, Inc.
American Disposal Transfer Services of Illinois, Inc.
American Materials Recycling Corp.
American Sanitation, Inc.
American Transfer Company, Inc.
▇▇▇▇▇▇▇▇ Regional Landfill, LLC
Anson County Landfill NC, LLC
Apache Junction Landfill Corporation
Arbor Hills Holdings L.L.C.*
Area Disposal Inc.
Atlantic Waste Holding Company, Inc.
Attwoods Holdings GmbH
Attwoods of North America, Inc.
Attwoods Umweltschutz GmbH
Automated Modular Systems, Inc.
Autoshred, Inc.
AWIN Leasing Company, Inc.
AWIN Leasing II, LLC
AWIN Management, Inc.
Belleville Landfill, Inc.
BFGSI Series 1997-A Trust*
BFGSI, LLC*
BFI Argentina, S.A.
BFI Atlantic GmbH
BFI Atlantic, Inc.
BFI Energie Inc.
BFI Energy Systems of Albany, Inc.
BFI Energy Systems of Boston, Inc.
C-2
BFI Energy Systems of Delaware County, Inc.
BFI Energy Systems of Essex County, Inc.
BFI Energy Systems of Hempstead, Inc.
BFI Energy Systems of Niagara II, Inc.
BFI Energy Systems of Niagara, Inc.
BFI Energy Systems of Plymouth, Inc.
BFI Energy Systems of SEMASS, Inc.
BFI Energy Systems of Southeastern Connecticut, Inc.
BFI Energy Systems of Southeastern Connecticut, L.P.
BFI International, Inc.
BFI of ▇▇▇▇▇, Inc.
BFI Ref-Fuel, Inc.
BFI Services Group, Inc.
BFI Trans River (GP), Inc.
BFI Trans River (LP), Inc.
BFI Transfer Systems of Alabama, LLC
BFI Transfer Systems of DC, LLC
BFI Transfer Systems of Georgia, LLC
BFI Transfer Systems of Maryland, LLC
BFI Transfer Systems of Massachusetts, LLC
BFI Transfer Systems of Mississippi, LLC
BFI Transfer Systems of New Jersey, Inc.
BFI Transfer Systems of Pennsylvania, LLC
BFI Transfer Systems of Texas, LP
BFI Transfer Systems of Virginia, LLC
BFI Waste Services of Indiana, LP
BFI Waste Services of Massachusetts, LLC
BFI Waste Services of Pennsylvania, LLC
BFI Waste Services of Tennessee, LLC
BFI Waste Services of Texas, LP
BFI Waste Services, LLC
BFI Waste Systems of Alabama, LLC
BFI Waste Systems of Arkansas, LLC
BFI Waste Systems of Georgia, LLC
BFI Waste Systems of Indiana, LP
BFI Waste Systems of Kentucky, LLC
BFI Waste Systems of Louisiana, LLC
BFI Waste Systems of Massachusetts, LLC
BFI Waste Systems of Mississippi, LLC
C-3
BFI Waste Systems of Missouri, LLC
BFI Waste Systems of New Jersey, Inc.
BFI Waste Systems of North America, Inc.
BFI Waste Systems of North Carolina, LLC
BFI Waste Systems of Oklahoma, LLC
BFI Waste Systems of Pennsylvania, LLC
BFI Waste Systems of South Carolina, LLC
BFI Waste Systems of Tennessee, LLC
BFI Waste Systems of Texas, LP
BFI Waste Systems of Virginia, LLC
Bio-Med of Oregon, Inc.
Blue Ridge Landfill General Partnership
▇▇▇▇▇▇▇ Landfill, Inc.
Brenham Total Roll-Offs, LP
Brickyard Disposal & Recycling, Inc.
Bridgeton Landfill, LLC
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Financial Services, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Argentina, ▇.▇.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Asia Pacific, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Chemical Services, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries de Mexico, S.A. de ▇.▇.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Europe, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries Ltd.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of California, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Florida, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Illinois, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of New Jersey, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of New York, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Ohio, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Puerto Rico, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries of Tennessee, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries, Inc. (DE)
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries, Inc. (MA)
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Services, Inc.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, Inc.
▇▇▇▇▇▇▇▇▇ Landfill, LLC
Brunswick Waste Management Facility, LLC
▇▇▇▇▇▇▇ Trash Service, Inc.
▇▇▇▇▇▇ County Landfill, LLC
C-4
▇.▇. ▇▇▇▇▇ & Sons, Inc.
Camelot Landfill TX, LP
Capitol Recycling and Disposal, Inc.
CC Landfill, Inc.
CCAI, Inc.
CDF Consolidated Corporation
CECOS International, Inc.
Celina Landfill, Inc.
Central Sanitary Landfill, Inc.
▇▇▇▇▇▇▇▇ Development of North Carolina, Inc.
Champion Recycling, Inc.
Charter Evaporation Resource Recovery Systems
Cherokee Run Landfill, Inc.
Chestnut Equipment Leasing Corp.
▇▇▇▇▇▇▇ Landfill, LLC
Citizens Disposal, Inc.
City Garbage, Inc.
City-Star Services, Inc.
Clarkston Disposal, Inc.
Cocopah Landfill, Inc.
Commercial Reassurance Limited
Congress Development Co.*
Consolidated Processing, Inc.
Containerized, Inc. of Texas
Copper Mountain Landfill, Inc.
Corvallis Disposal Co.
County Disposal (Ohio), Inc.
County Disposal, Inc.
County Landfill, Inc.
County Line Landfill Partnership
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Landfill, LLC
Crow Landfill TX L.P.
D & D Garage Services, Inc.
D & L Disposal L.L.C.
Dallas Disposal Co.
Delta Container Corporation
Delta Dade Recycling Corp.
Delta Paper Stock, Co.
Delta Recycling Corp.
C-5
Delta Resources Corp.
Delta Site Development Corp.
Delta Tall Pines Corp.
Delta Transfer Corp.
Delta Waste Corp.
▇▇▇▇▇▇▇ Waste Systems II, Inc.
Denver RL North, Inc.
▇▇▇▇▇▇▇▇, Inc.
▇▇▇▇▇▇▇ Industries, Inc.
DTC Management, Inc.
E Leasing Company, LLC
Eagle Industries Leasing, Inc.
Eastern Disposal, Inc.
ECDC Environmental of Humbolt County, Inc.
ECDC Environmental, L.C.
ECDC Holdings, Inc.
ECDC Logistics, LLC
Ecosort, L.L.C.*
Elder Creek Transfer & Recovery, Inc.
▇▇▇▇▇ County Landfill TX, L.P.
▇▇▇▇▇ ▇▇▇▇▇ Landfill MO, LLC
Environmental Development Corp. (DE)
Environmental Development Corp. (P.R.)
Environmental Reclamation Company
Environtech, Inc.
Envotech-Illinois, L.L.C.
EOS Environmental, Inc.
Evergreen Scavenger Service, Inc.
Evergreen Scavenger Service, L.L.C.
F. P. ▇▇▇▇▇▇▇▇ Rubbish Removal, Inc.
Flint Hill Road, LLC
Foothills Sanitary Landfill, Inc.*
Forest View Landfill, LLC
Fort Worth Landfill TX, LP
Forward, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ Trucking Co., Inc.
Frontier Waste Services (Colorado), LLC
Frontier Waste Services (Utah), LLC
Frontier Waste Services of Louisiana, L.L.C.
C-6
Frontier Waste Services, L.P.
G. ▇▇▇ ▇▇▇▇▇ Disposal Inc.
Galveston County Landfill TX, ▇▇
▇▇▇▇▇▇▇▇ Brothers, Inc.
▇▇▇▇▇▇▇▇ Recycling and Transfer Station Co., Inc.
Gateway Landfill, LLC
GEK, Inc.
General Refuse Rolloff Corp.
General Refuse Service of Ohio, LLC
Georgia Recycling Services, Inc.
▇▇▇▇▇▇▇▇ Recycling Corp.
Global Indemnity Assurance Company
Golden Triangle Landfill TX, LP
Golden Waste Disposal, Inc.
Grants Pass Sanitation, Inc.
Great Lakes Disposal Services, Inc.
Great Plains Landfill OK, LLC
Green Valley Landfill General Partnership
Greenridge Reclamation, LLC
Greenridge Waste Services, LLC
Greenwood Landfill TX, LP
Gulf West Landfill TX, LP
Gulfcoast Waste Service, Inc.
H Leasing Company, LLC
Harland's Sanitary Landfill, Inc.
Hollister Landfill, Inc.
Houston Towers TX, LP
Illiana Disposal Partnership
Illinois Landfill, Inc.
Illinois Recycling Services, Inc.
Imperial Landfill, Inc.
Independent Trucking Company
▇▇▇▇▇▇ Waste Disposal, Inc.
International Disposal Corp. of California
Itasca Landfill TX, ▇▇
▇▇▇▇▇▇▇ County Landfill, LLC
Jefferson City Landfill, LLC
▇▇▇▇▇▇ Disposal, Inc.
▇▇▇ ▇▇ ▇▇▇▇ & Sons, Inc.
▇-▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ and Recycling, Ltd.
Kankeekee RDF Landfill, Inc.
▇▇▇▇▇▇ Canyon Landfill Company
▇▇▇▇▇▇ Drop Box, Inc.
Kent-Meridian Disposal Company*
Kerrville Landfill TX, LP
Key Waste Indiana Partnership
La Caada Disposal Company, Inc.
Lake County C & D Development Partnership
Lake ▇▇▇▇▇▇ Landfill, Inc.
▇▇▇▇▇▇▇ Sunrise Sanitation Corporation
▇▇▇ County Landfill SC, LLC
▇▇▇ County Landfill, Inc.
Lemons Landfill, LLC
Lewisville Landfill TX, LP
Liberty Waste Holdings, Inc.
Liberty Waste Services Limited , L.L.C.
Liberty Waste Services of Illinois, L.L.C.
Liberty Waste Services of ▇▇▇▇▇▇, L.L.C.
Local Sanitation of Rowan County, L.L.C.
Loop Recycling, Inc.
Loop Transfer, Incorporated
▇▇▇▇▇ ▇▇▇▇▇ & Son, Inc., Sanitation Contractors
Macomb Landfill, Inc.
Mamaroneck Truck Repair, Inc.
Manumit of Florida, Inc.
▇▇▇▇▇▇ Resource Recovery, LLC*
Mars Road TX, ▇▇
▇▇▇▇▇▇▇ Road Landfill TX, ▇▇
▇▇▇▇▇▇▇ Waste Systems, Inc.
Medical Disposal Services, Inc.
Mesa Disposal, Inc.
Mesquite Landfill TX, LP
Metro Enviro Transfer, LLC
Mexia Landfill TX, LP
Minneapolis Refuse, Inc.*
Mirror Nova Scotia Limited
Mississippi Waste Paper Company
MJS Associates, Inc.
▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ General Partnership
Mountain Home Disposal, Inc.
N Leasing Company, LLC
NationsWaste Catawba Regional Landfill, Inc.
NationsWaste, Inc.
Ncorp, Inc.
New ▇▇▇▇▇▇ Landfill Company, Inc.
New York Waste Services, LLC
Newco Waste Systems of New Jersey, Inc.
▇▇▇▇▇▇ County Landfill Partnership
Noble Road Landfill, Inc.
Northeast Landfill, LLC
Northwest Waste Industries, Inc.
Oakland Heights Development, Inc.
Oklahoma City Landfill, LLC
Omaha Hauling Company, Inc.
Omega Holdings GmbH
Organized Sanitary Collectors and Recyclers, Inc.
Oscar's Collection System of Fremont, Inc.
Otay Landfill, Inc.
Ottawa County Landfill, Inc.
Packerton Land Company, LLC
Palomar Transfer Station, Inc.
Panama Road Landfill, TX, L.P.
Paper Fibers, Inc.
Paper Fibres Company
Paper Recycling Systems, Inc.
▇▇▇▇▇▇▇ Real Estate Company
Pinal County Landfill Corp.
Pine Bend Holdings L.L.C.*
Pinecrest Landfill OK, LLC
Pinehill Landfill TX, LP
Pittsburg County Landfill, Inc.
Pleasant Oaks Landfill TX, ▇▇
▇▇▇▇ County Landfill, LLC
Portable Storage, Inc.
▇▇▇▇▇▇ County Landfill, Inc.
Price & Sons Recycling Company
Prime Carting, Inc.
C-9
PSI Waste Systems, Inc.
R. 18, Inc.
▇.▇. ▇▇▇▇▇▇ Enterprises, Inc.
▇.▇. ▇▇▇▇▇▇ Refuse Service, Inc.
Rabanco Companies
Rabanco Connections International, Inc.
Rabanco Intermodal/B.C., Inc.
Rabanco Recycling, Inc.
Rabanco Regional Landfill Company
Rabanco, Ltd.
▇▇▇▇▇▇ Landfill, Inc.
RCS, Inc.
Recycle Seattle II
Recycling Associates Inc.
Recycling Industries Corp.
Ref-Fuel Canada Ltd.
Regional Disposal Company
Resource Recovery, Inc.
Rio Grande Valley Landfill TX, LP
Risk Services, Inc.
Roosevelt Associates*
▇▇▇▇ Bros. Waste & Recycling Co.
▇▇▇▇▇▇▇ Sanitary Service, Inc.
▇▇▇▇▇▇ Landfill, Inc.
Royal Holdings, Inc.
Royal Oaks Landfill TX, LP
S & L, Inc.
S & S Recycling, Inc
S Leasing Company, LLC
Saguaro National Insurance Company
Saline County Landfill, Inc.
San Marcos NCRRF, Inc.
Sand Valley Holdings, L.L.C.
Sangamon Valley Landfill, Inc.
Sanitary Disposal Service, Inc.
Sauk Trail Development, Inc.
Seattle Disposal Company, Inc.
Selas Enterprises LTD
Show-Me Landfill, LLC
C-10
Shred-All Recycling Systems, Inc.
SITA S.A.*
Source Recycling, Inc.
Southeast Landfill, LLC
Southwest Landfill TX, LP
Southwest Regional Landfill, Inc.
Southwest Waste, Inc.
Springfield Environmental General Partnership
SSWI, Inc.
Standard Disposal Services, Inc.
Standard Environmental Services, Inc.
Standard Waste, Inc.
Star Services Group, Inc.
Streator Area Landfill, Inc.
Suburban Carting Corp.
Suburban Transfer, Inc.
Suburban Warehouse, Inc.
Summit Waste Systems, Inc.
Sunrise Sanitation Service, Inc.
Sunset Disposal Service Inc. (CA corp.)
Sunset Disposal, Inc. (KS corp.)
Super Services Waste Management, Inc.
Sycamore Landfill, Inc.
▇▇▇▇'▇ Transfer Systems, Inc.
▇▇▇▇▇▇ Ridge Landfill, Inc.
Tennessee Union County Landfill, Inc.
The Ecology Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇'▇ Disposal Service, Inc.
Total Roll-Offs, LLC
Total Solid Waste Recyclers, Inc.
Tricil (N.Y.), Inc.
Tri-State Recycling Services, Inc.
Tri-State Refuse Corporation
Trottown Transfer, Inc.
Turkey Creek Landfill TX, LP
U.S. Disposal II
United Disposal Service, Inc.
United Waste Control Corp.
Upper Rock Island County Landfill, Inc.
C-11
USA Waste of Illinois, Inc.
Usine de Triage Lachenaie Inc.
Valley Landfills, Inc.
VHG, Inc.
Victoria Landfill TX, ▇▇
▇▇▇▇▇▇ Disposal Service, Inc.
▇▇▇▇▇▇ ▇▇▇▇ Development Company
Waste Associates, Inc.
Waste Control Systems, Inc.
Waste Services of New York, Inc.
Wastehaul, Inc.
▇▇▇▇▇ County Landfill IL, Inc.
WDTR, Inc.
Webster Parish Landfill, L.L.C.
Whispering Pines Landfill TX, LP
Willamette Resources, Inc.
▇▇▇▇▇▇▇▇ County Landfill, Inc.
Willow Ridge Landfill, LLC
WJR Environmental, Inc.
Woodlake Sanitary Service, Inc.
C-12