Exhibit 99.10
Allied Waste Industries, Inc.
00000 Xxxxxxxx - Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
January 30, 1997
Xx. Xxxxx X. Xxxxxxx
TPG Partners, L.P.
TPG Parallel I, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Dear Xx. Xxxxxxx:
This letter sets forth the understandings and agreements between Allied
Waste Industries, Inc., a Delaware corporation ("Allied"), TPG Partners,
L.P., a Delaware limited partnership ("TPG Partners"), and TPG Parallel I,
L.P., a Delaware limited partnership ("TPG Parallel"; TPG Partners and TPG
Parallel are collectively referred to herein as "TPG"), regarding the
registration rights granted to TPG in the Securities Purchase Agreement by
and between Allied and TPG dated as of October 27, 1994 (the "Agreement"), as
amended, which provides for the purchase of 11,709,602 shares of Allied's
common stock, par value $0.01 per share (the "Common Stock"), by TPG.
1. Section 4.1 of the Agreement is hereby amended to read as follows
in its entirety:
4.1 Shelf Registration. (a) On or before February 10, 1997, the
Company shall cause to be filed pursuant to Rule 415 under the
Securities Act a shelf registration statement (the "Initial Registration
Statement") relating to up to 5,854,801 Shares (the "Initially
Registered Shares"). The Company shall use its best efforts to have
such Initial Registration Statement declared effective as soon as
reasonably practicable after such filing, and to keep such Initial
Registration Statement continuously effective (and to take any and all
other actions necessary in order to maintain the registration of the
Initially Registered Shares including, without limitation, the filing of
any additional registration statement that may be required) until the
earlier of: (i) the date upon which the offering of the Initially
Registered Shares is completed or (ii) three years following the date
on which such Initial Registration Statement becomes effective under the
Securities Act; provided, however, that the Company may voluntarily
suspend the effectiveness of the Initial Registration Statement for a
limited time, which in no event shall be longer than 120 days, if the
Company has been advised by counsel that the offering of the Initially
Registered Shares pursuant to the Initial Registration Statement would
adversely affect a proposed financing, reorganization, recapitalization,
merger, consolidation or similar transaction involving the Company, in
which case the Company shall be required to keep such Initial
Registration Statement effective for an additional period of time beyond
three years following the date of the effectiveness thereof equal to the
number of days the effectiveness thereof is suspended pursuant to this
proviso. Upon the occurrence of any event that would cause the Initial
Registration Statement (a) to contain a material misstatement or
omission or (b) not to be effective and usable for the Initially
Registered Shares during the period that such Initial Registration
Statement is required to be effective and usable, the Company shall
promptly file an amendment to the Initial Registration Statement, in the
case of clause (a), correcting any such misstatement or omission, and in
the case of either clause (a) or (b), use its best efforts to cause such
amendment to be declared effective and such Initial Registration
Statement to become usable as soon as practicable thereafter.
(b) Upon receipt by the Company of a request from the Purchaser at
any time, the Company shall cause to be filed pursuant to Rule 415 under
the Securities Act a shelf registration statement (the "Shelf
Registration Statement") as to the Shares that were not registered under
the Initial Registration Statement (the "Remaining Shares"). The
Company shall use its best efforts to have such Shelf Registration
Statement declared effective as soon as reasonably practicable after
such filing, and to keep such Shelf Registration Statement continuously
effective (and to take any and all other actions necessary in order to
maintain the registration of the Remaining Shares including, without
limitation, the filing of any additional registration statement that may
be required) for three years following the date on which such Shelf
Registration Statement becomes effective under the Securities Act;
provided, however, that the Company may voluntarily suspend the
effectiveness of such Shelf Registration Statement for a limited time,
which in no event shall be longer than 120 days, if the Company has been
advised by counsel that the offering of the Remaining Shares pursuant to
the Shelf Registration would adversely affect a proposed financing,
reorganization, recapitalization, merger, consolidation or similar
transaction involving the Company, in which case the Company shall be
required to keep such Shelf Registration Statement effective for an
additional period of time beyond three years following the date of the
effectiveness thereof equal to the number of days the effectiveness
thereof is suspended pursuant to this proviso. Upon the occurrence of
any event that would cause the Shelf Registration Statement (i) to
contain a material misstatement or omission or (ii) not to be effective
and usable for the Remaining Shares during the period that such Shelf
Registration Statement is required to be effective and usable, the
Company shall promptly file an amendment to the Shelf Registration
Statement, in the case of clause (i), correcting any such misstatement
or omission, and in the case of either clause (i) or (ii), use its best
efforts to cause such amendment to be declared effective and such Shelf
Registration Statement to become usable as soon as practicable
thereafter.
2. Management Cooperation. Management of Allied shall take such
actions as are necessary to reasonably cooperate with TPG regarding any
selling efforts undertaken by TPG in connection with an offering of Common
Stock pursuant to the Initial Registration Statement or the Shelf
Registration Statement.
If you are in agreement with the foregoing, please so indicate by
signing this letter in this space provided below.
Sincerely
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Agreed and accepted on January 30, 1997
for TPG Partners, L.P. and TPG Parallel I, L.P.
by TPG GenPar, L.P., general partner, and TPG
Advisors, Inc., general partner
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
