GSCP Nj Inc Sample Contracts

BY AND AMONG
Exchange Agreement • September 4th, 2003 • GSCP Nj Inc • Refuse systems • New York
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Contract
Joint Filing Agreement • September 4th, 2003 • GSCP Nj Inc • Refuse systems

The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 5th, 2004 • GSCP Nj Inc • Refuse systems • Delaware

This Second Amended and Restated Registration Rights Agreement, dated as of December 18, 2003 (this "Agreement"), by and between Allied Waste Industries, Inc., a Delaware corporation (the "Company"), on the one hand, and Apollo Investment Fund IV, L.P., a Delaware limited partnership, Apollo Investment Fund III, L.P., a Delaware limited partnership, Apollo Overseas Partners IV, L.P., a Delaware limited partnership, Apollo Overseas Partners III, L.P., a Delaware limited partnership, Apollo (U.K.) Partners III, L.P., an English limited partnership, Apollo/AW LLC, a Delaware limited liability company, Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership ("BCP"), Blackstone Offshore Capital Partners II L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands limited partnership, Blackstone Family Investment Partn

THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • January 5th, 2004 • GSCP Nj Inc • Refuse systems • Delaware

This Third Amended and Restated Shareholders Agreement, dated as of December 18, 2003 (this "Agreement"), by and between Allied Waste Industries, Inc., a Delaware corporation (the "Company"), on the one hand, and Apollo Investment Fund IV, L.P., a Delaware limited partnership ("AIF IV"), Apollo Investment Fund III, L.P., a Delaware limited partnership ("AIF III"), Apollo Overseas Partners IV, L.P., a Delaware limited partnership ("AOP IV"), Apollo Overseas Partners III, L.P., a Delaware limited partnership ("AOP III"), Apollo (U.K.) Partners III, L.P., an English limited partnership ("AUK III"), Apollo/AW LLC, a Delaware limited liability company ("AAW"), Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership ("BCP"), Blackstone Offshore Capital Partners II L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islan

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