EXHIBIT 99.19
SUPPLEMENTARY SHAREHOLDERS AGREEMENT
Supplementary Shareholders Agreement, dated as of July 31, 2003 (this
"Agreement") by and among Allied Waste Industries, Inc., a Delaware
corporation (the "Company"), and the other parties signatory hereto.
Reference is made to the Second Amended and Restated Shareholders
Agreement, dated as of July 30, 1999 (the "Shareholders Agreement"), by and
between the Company and certain holders (the "Shareholders") of the Common
Stock, par value $.01 per share (the "Common Stock") and Series A Senior
Convertible Preferred Stock, par value $.10 per share (the "Senior Preferred
Stock"), of the Company. (Capitalized terms not defined herein shall have the
meanings set forth in the Shareholders Agreement.)
WHEREAS, the Company and the Shareholders have entered into an Exchange
Agreement, dated as of July 31, 2003 (the "Exchange Agreement"), pursuant to
which the Shareholders will exchange their shares of Senior Preferred Stock
for shares of Common Stock.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. For purposes of determining the rights, restrictions and obligations
of the Shareholders receiving Common Stock pursuant to the Exchange Agreement
under the Shareholders Agreement, the parties hereto agree that (i) any and
all shares of Common Stock acquired by the Shareholders pursuant to the
Exchange Agreement shall be included in determining the Beneficial Ownership
of Voting Securities of the Shareholders and (ii) such shares of Common Stock
shall be Voting Securities subject to the Shareholders Agreement (whether or
not such shares would otherwise be subject to the Shareholders Agreement and
whether or not the Shareholders would otherwise have such rights and
obligations or be subject to such restrictions without this provision). In
addition, the parties hereto agree that they shall determine the rights and
obligations of the Shareholders under the Shareholders Agreement as if Section
1.3(c) of the Shareholders Agreement had been amended by (x) deleting "to the
extent such shares may be deemed to be beneficially owned," in clause (ii)
thereof and (y) inserting at the end thereof the following: "and (iii) the
shares of Common Stock which are the subject of the Exchange Agreement, dated
as of July 31, 2003, among the Company and the Shareholders."
2. For purposes of determining the rights and obligations of the
Shareholders under the Shareholders Agreement, the parties hereto agree that
they shall treat the Shareholders Agreement as if it provides that the
definition of "Apollo/Blackstone Shares" for all purposes includes the TPG
Group Block, the Xxxxxxx Group Block and all 87,295,000 shares of Common Stock
issued by the Company to the Apollo/Blackstone Shareholders in exchange for
the 790,000 shares of Senior Preferred Stock currently held by the
Apollo/Blackstone Shareholders and no longer refers to any share of Senior
Preferred or Common Stock or Junior Preferred Stock issued upon the conversion
of such shares of Senior Preferred Stock. Accordingly, for example, the
parties hereto agree that for purposes of determining the duration of the
Shareholder Designee Period and the number of Shareholder Designees to be
included in the slate of nominees recommended for election to the Board of
Directors at each annual meeting of shareholders of the Company pursuant to
Section 3.1 of the Shareholders Agreement, the calculations involving the
Apollo/Blackstone Shares required by that Section shall be based upon the TPG
Group Block, the Xxxxxxx Block and the shares of Common Stock issued to the
Apollo/Blackstone Shareholders pursuant to the Exchange Agreement.
3. The Company hereby consents to the acquisition of any and all shares
of Common Stock by the Shareholders pursuant to the Exchange Agreement and
agrees that the acquisition of such shares is in compliance with the terms of
the Shareholders Agreement so that no Shareholder shall become an "Acquiring
Person" under the Rights Agreement dated as of May 25, 2000 between the
Company and American Stock Transfer & Trust Company as a result of the
consummation of the transactions contemplated by the Exchange Agreement.
4. Notwithstanding anything in the Shareholders Agreement or Registration
Rights Agreement to the contrary, no Dispositions of any nature of the shares
of Common Stock acquired pursuant to the Exchange Agreement may be made prior
to the first anniversary of the acquisition of shares of Common Stock pursuant
to the Exchange Agreement except pursuant to Sections 4.1(e) and 4.1(f) of the
Shareholders Agreement. For the avoidance of doubt, nothing in this Section
shall impose limitation on Dispositions of the TPG Group Block or the Xxxxxxx
Block.
5. All references to the Shareholders Agreement and the Registration
Rights Agreement shall refer to such agreements, as amended.
6. All other terms of the Shareholders Agreement shall remain in full
force and effect.
Accepted and Agreed to this 31st day of July, 2003.
ALLIED WASTE INDUSTRIES, INC.
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
APOLLO INVESTMENT FUND IV, L. P.
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By:
-----------------------------
Name:
Title:
APOLLO OVERSEAS PARTNERS IV, L.P.
By: Apollo Advisors IV, L.P.
its Managing Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By:
-----------------------------
Name:
Title:
APOLLO INVESTMENT FUND III, L.P.
By: Apollo Advisors II, L.P.
its General Partner
By: Apollo Capital Management II, Inc.
its General Partner
By:
-----------------------------
Name:
Title:
APOLLO OVERSEAS PARTNERS III, L.P.
c/o Apollo Advisors II, L.P.
its Managing Partner
By: Apollo Capital Management II, Inc.
its General Partner
By:
-----------------------------
Name:
Title:
APOLLO (UK) PARTNERS III, L P.
By: Apollo Advisors II, L.P.
its Managing Partner
By: Apollo Capital Management II, Inc.
its General Partner
By:
-----------------------------
Name:
Title:
APOLLO/AW, LLC
By: Apollo Management IV, L.P.
its Manager
By: AIF IV Management, Inc.
its General Partner
By:
-----------------------------
Name:
Title:
BLACKSTONE CAPITAL PARTNERS III
MERCHANT BANKING FUND L.P.,
By: Blackstone Management Associates III L.L.C.
its General Partner
By:
-----------------------------
Name:
Title:
BLACKSTONE OFFSHORE
CAPITAL PARTNERS III L.P.
By: Blackstone Management Associates III L.L.C.
its General Partner
By:
-----------------------------
Name:
Title:
BLACKSTONE FAMILY
INVESTMENT PARTNERSHIP III L.P.,
By: Blackstone Management Associates III L.L.C.
its General Partner
By:
-----------------------------
Name:
Title:
GREENWICH STREET CAPITAL PARTNERS II, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
its General Partner
By:
-----------------------------
Name:
Title:
GSCP OFFSHORE FUND, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
its General Partner
By:
-----------------------------
Name:
Title:
GREENWICH FUND, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
its General Partner
By:
-----------------------------
Name:
Title:
GREENWICH STREET EMPLOYEES FUND, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
its General Partner
By:
-----------------------------
Name:
Title:
TRV EXECUTIVE FUND, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
its General Partner
By:
-----------------------------
Name:
Title:
DLJ MERCHANT BANKING PARTNERS II, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
By:
-----------------------------
Name:
Title:
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
By:
-----------------------------
Name:
Title:
DLJ DIVERSIFIED PARTNERS, L.P.
By: DLJ Diversified Partners, Inc.
Managing General Partner
By:
-----------------------------
Name:
Title:
DLJ DIVERSIFIED PARTNERS-A, L.P.
By: DLJ Diversified Partners, Inc.
Managing General Partner
By:
-----------------------------
Name:
Title:
DLJ MILLENNIUM PARTNERS, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
By:
-----------------------------
Name:
Title:
DLJ MILLENNIUM PARTNERS-A, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
By:
-----------------------------
Name:
Title:
DLJ FIRST ESC L.P.
By: DLJ LBO Plans Management Corporation
General Partner
By:
-----------------------------
Name:
Title:
DLJ OFFSHORE PARTNERS II, C.V.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
By:
-----------------------------
Name:
Title:
DLJ EAB PARTNERS, L.P.
By: DLJ LBO Plans Management Corporation
General Partner
By:
-----------------------------
Name:
Title:
DLJ ESC II L.P.
By: DLJ LBO Plans Management Corporation
General Partner
By:
-----------------------------
Name:
Title:
DLJMB FUNDING II, INC.
By:
-----------------------------
Name:
Title:
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Xxxxxxx X. Xxxxxx
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Xxxx Xxxxxxx
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Xxxxxxx Xxxxx
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Xxxxx Xxxxxxxx
