SECOND SUPPLEMENTAL SUBORDINATED INDENTURE
SECOND SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of December 29,
1999 (the "Second Supplemental Subordinated Indenture") among ALLIED WASTE NORTH
AMERICA, INC., a Delaware corporation (the "Company"), having its principal
place of business at 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale,
Arizona 85260, and each of the guarantors signatory hereto (the "Guarantors")
and U.S. Bank Trust National Association, as trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Company, Allied Waste Industries, Inc., the sole
stockholder of the Company ("Allied"), and the subsidiary guarantors party
thereto and the Trustee executed and delivered a Subordinated Indenture, dated
as of July 30, 1999 (the "Base Indenture"), to provide for the issuance by the
Company from time to time of debt securities evidencing its unsecured
indebtedness (the "Securities");
WHEREAS, pursuant to resolutions adopted by the Board of Directors of
the Company, the Company issued $2,000,000,000 aggregate principal amount of its
10% Senior Subordinated Notes Due 2009 (the "Notes") pursuant to a Supplemental
Indenture, dated as of July 30, 1999 (the "Supplemental Indenture") (the Base
Indenture and the Supplemental Indenture are collectively herein referred to as
the "Indenture");
WHEREAS, the Company, the guarantors party thereto and the Trustee
executed and delivered the Supplemental Indenture establishing the terms of the
Notes in accordance with Section 3.1 of the Base Indenture and establishing the
form of the Notes in accordance with Section 2.1 of the Base Indenture;
WHEREAS, subsequent to the issuance of the Notes, the Company has
acquired certain other "Restricted Subsidiaries" (as defined in the Indenture)
identified on Schedule A hereto (the "Subsidiary Guarantors"), which are
required to guarantee the Company's obligations under the Securities and the
Indenture in accordance with the terms of the Securities and the Indenture; and
WHEREAS, pursuant to resolutions adopted by the Board of Directors,
partners or members, as the case may be, of each of the Subsidiary Guarantors,
each of the Subsidiary Guarantors has duly authorized the guarantee of the
Company's obligations under the Indenture and the Securities;
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NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
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All capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture or the Supplemental Indenture, as
applicable.
SECTION 102. Provisions of General Application.
---------------------------------
All rules of construction and other provisions of general application
set forth in Article One of the Base Indenture are hereby incorporated herein by
reference.
SECTION 103. Effectiveness.
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This Second Supplemental Subordinated Indenture shall become effective
upon the date hereof.
ARTICLE TWO
GUARANTEE
SECTION 201. Senior Subordinated Guarantee.
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Each of Allied and the Subsidiary Guarantors hereby jointly and
severally unconditionally guarantees on a senior subordinated basis for the
benefit of each Holder of a Security that has been authenticated and delivered
by the Trustee, and for benefit of the Trustee on behalf of such Holder, the due
and punctual payment of the principal of, premium, if any, and interest on such
Security when and as the same shall become due and payable, whether at its
Stated Maturity or following acceleration, call for redemption, purchase or
otherwise, in each case in accordance with the terms and conditions of such
Security, this Second Supplemental Subordinated Indenture and the Indenture.
Each of the Subsidiary Guarantors shall be from the effective date of this
Second Supplemental Subordinated Indenture a "Subsidiary Guarantor" within the
meaning and for all purposes of the Base Indenture. In addition, Allied hereby
guarantees to the extent set forth in the Subordinated Guarantee endorsed upon
each Security for the benefit of the Holder thereof, the obligations of each
Subsidiary Guarantor thereunder.
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ARTICLE THREE
PARTICULAR REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE COMPANY AND THE GUARANTORS
SECTION 301. Authority of the Company.
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The Company represents and warrants that it is duly authorized under
the laws of the State of Delaware and all other applicable laws to execute,
deliver and perform this Second Supplemental Subordinated Indenture, and all
corporate action on its part required for the execution, delivery and
performance of this Second Supplemental Subordinated Indenture by the Company
has been duly and effectively taken.
SECTION 302. Authority of the Guarantors.
---------------------------
Each Guarantor represents and warrants that it is duly authorized under
the laws of the jurisdiction of its incorporation/organization and all other
applicable laws to execute, deliver and perform this Second Supplemental
Subordinated Indenture, and all corporate or other action on its part required
for the execution, delivery and performance of this Second Supplemental
Subordinated Indenture by such Guarantor has been duly and effectively taken.
SECTION 303. Truth of Recitals and Statements of the Company.
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The Company represents and warrants that the recitals of fact and
statements contained in this Second Supplemental Subordinated Indenture with
respect to it are true and correct in all material respects, and that the
recitals of fact and statements contained in all certificates and other
documents furnished by the Company in connection herewith will be true and
correct in all material respects.
SECTION 304. Truth of Recitals and Statements of the Guarantors.
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Each Guarantor represents and warrants that the recitals of fact and
statements contained in this Second Supplemental Subordinated Indenture with
respect to it are true and correct in all material respects, and that the
recitals of fact and statements contained in all certificates and other
documents furnished by such Guarantor in connection herewith will be true and
correct in all material respects.
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ARTICLE FOUR
CONCERNING THE TRUSTEE
SECTION 401. Acceptance of Trusts.
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The Trustee accepts the trusts hereunder and agrees to perform the
same, but only upon the terms and conditions set forth in the Indenture and in
this Second Supplemental Subordinated Indenture, to all of which the Company and
the Guarantors agree and the Holders of Securities at any time outstanding by
their acceptance thereof agree.
SECTION 402. No Responsibility of the Trustee for Recitals, etc.
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The recitals and statements contained in this Second Supplemental
Subordinated Indenture shall be taken as the recitals and statements of the
Company and the Guarantors, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Second Supplemental Subordinated Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 501. Binding Agreement; Assignments.
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Whenever in this Second Supplemental Subordinated Indenture any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of each Guarantor that are contained in this Second Supplemental
Subordinated Indenture shall bind and inure to the benefit of each party hereto
and their respective successors and assigns.
SECTION 502. Relation to Base Indenture.
--------------------------
The provisions of this Second Supplemental Subordinated Indenture shall
become effective immediately upon the execution and delivery hereof. This Second
Supplemental Subordinated Indenture and all the terms and provisions herein
contained shall form a part of the Base Indenture as fully and with the same
effect as if all such terms and provisions had been set forth in the Base
Indenture and each and every term and condition contained in the Base Indenture
shall apply to this Second Supplemental Subordinated Indenture with the same
force and effect as if the same were set forth in full in this Second
Supplemental Subordinated Indenture, with such omissions, variations and
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modifications thereof as may be appropriate to make each such term and condition
consistent with this Second Supplemental Subordinated Indenture. The Base
Indenture is hereby ratified and confirmed and shall remain and continue in full
force and effect in accordance with the terms and provisions thereof, as
supplemented and amended by this Second Supplemental Subordinated Indenture and
the Base Indenture and this Second Supplemental Subordinated Indenture shall be
read, taken and construed together as one instrument.
SECTION 503. Counterparts.
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This Second Supplemental Subordinated Indenture may be executed in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Subordinated Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.
ALLIED WASTE NORTH AMERICA, INC.
By: /s/ G. THOMAS ROCHFORD, JR.
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Name: G. Thomas Rochford, Jr.
Title: Treasurer
ALLIED WASTE INDUSTRIES, INC.
for purposes of Article 2 and as Guarantor of
the Securities and as Guarantor of the
obligations of the Subsidiary Guarantors
under the Subsidiary Guarantees
By: /s/ G. THOMAS ROCHFORD, JR.
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Name: G. Thomas Rochford, Jr.
Title: Treasurer
Each of the Subsidiary Guarantors Listed on
Schedule A hereto, as Guarantors of the
Securities
By: /s/ G. THOMAS ROCHFORD, JR.
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Name: G. Thomas Rochford, Jr.
Title: Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION, as
Trustee
By: /s/ RICHARD H. PROKOSCH
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Name: Richard H. Prokosch
Title: Assistant Vice President
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SCHEDULE A
Name of Subsidiary Guarantor State of Organization
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Allied Waste Sycamore Landfill, LLC Delaware
BFI Ref-Fuel, Inc. Delaware
Blue Ridge Landfill General Partnership Kentucky
Brundidge Landfill, LLC Delaware
Chilton Landfill, LLC Delaware
Cocopah Landfill, Inc. Delaware
Copper Mountain Landfill, Inc. Delaware
Courtney Ridge Landfill, LLC Delaware
Defeo Enterprises, Inc. Connecticut
Draw Enterprises Real Estate, L.P. Illinois
F.P. McNamara Rubbish Removal, Inc. Massachusetts
Forest View Landfill, LLC Delaware
Giordano Recycling Corp. New Jersey
Green Valley Landfill General Partnership Kentucky
Houston Towers TX, LP Delaware
Imperial Landfill, Inc. California
Metro Enviro Transfer, LLC Delaware
Moorhead Landfill General Partnership Kentucky
Northwest Waste Industries, Inc. Washington
Piedmont Trash Services, Inc. Virginia
PM Recycling, Inc. Connecticut
Rabanco Companies Washington
Regional Disposal Company Washington
Recycle Seattle II Washington
Royal Oaks Landfill TX, LP Delaware
Saline County Landfill, Inc. Illinois
Sangamon Valley Landfill Inc. Delaware
Seattle Disposal Company Inc. Washington
Taylor Ridge Landfill, Inc. Delaware
Tennessee Union County Landfill, Inc. Delaware
U.S. Disposal II Washington
Waste Services of New York, Inc. New York
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