SUPPLEMENTAL INDENTURE TO THE EIGHTH SUPPLEMENTAL INDENTURE
Exhibit-1.02
SUPPLEMENTAL INDENTURE TO THE EIGHTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE TO THE EIGHTH SUPPLEMENTAL INDENTURE, dated as of March 12, 2007 (this
“Supplemental Indenture”), among ALLIED WASTE NORTH AMERICA, INC., a Delaware corporation (the
“Company”), having its principal place of business at 00000 Xxxxx Xxxxxx Xxx, Xxxxxxx, Xxxxxxx
00000, the GUARANTORS signatory hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as
trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors party thereto and the Trustee have heretofore executed
and delivered the indenture, dated as of December 23, 1998 (the “Base Indenture”), as supplemented
by the eighth supplemental indenture, dated as of November 27, 2001, among the Company, the
Guarantors and the Trustee (the “Eighth Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), providing for the issuance of 81/2% Senior Notes due 2008 (the “Notes”)
of the Company;
WHEREAS, there is currently outstanding under the Indenture $750,000,000 in aggregate
principal amount of the Notes;
WHEREAS, Section 8.2 of the Base Indenture provides that the Company, the Guarantors and the
Trustee may, with the written consent of the Holders of at least a majority in principal amount of
the Notes then outstanding, enter into a supplemental indenture for the purpose of, subject to
certain exceptions, changing in any manner or eliminating any provision of the Indenture;
WHEREAS, the Company has offered to purchase all of the outstanding Notes upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement,
dated February 26, 2007, as the same may be further amended, supplemented or modified (the
“Offer”);
WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments (the
“Proposed Amendments”) to the Indenture set forth herein having been approved by the holders of at
least a majority in principal amount of the Notes then outstanding (and a supplemental indenture in
respect thereof having been executed and delivered), with the effectiveness of such Proposed
Amendments with respect to the Notes being subject to the acceptance and payment by the Company of
such Notes tendered pursuant to the Offer;
WHEREAS, the Company has received and delivered to the Trustee the Consents (as defined in the
Offer) to effect the Proposed Amendments under the Indenture;
WHEREAS, the Company and each of the Guarantors, has been authorized by a resolution of each
of their respective Board of Directors (or similar governing body) to enter into this Supplemental
Indenture; and
WHEREAS, all other acts and proceedings required by law, by the Indenture, by the certificate
of incorporation and by-laws (or similar governing documents) of the Company and each of the
Guarantors, to make this Supplemental Indenture a valid and binding agreement for the purposes
expressed herein, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the Holders of the Notes, the Company and the
Trustee hereby agree as follows:
Section 1. Deletion of Certain Provisions
(a) Pursuant to the terms of the Offer and with the Consents of Holders representing at least
a majority in principal amount of the Notes then outstanding, the Eighth Supplemental Indenture or
the Base Indenture, as applicable, is hereby amended to delete the following sections in their
entirety and, in the case of each such section, insert in lieu thereof the phrase “Intentionally
Omitted,” and any and all references to such sections, any and all obligations thereunder and any
default, event of default or other consequence under the Indenture of failing to comply solely to
the following sections are hereby deleted throughout the Indenture, and such sections and
references shall be of no further force or effect.
| • | Section 1.01(12)(a) of the Eighth Supplemental Indenture (Asset Dispositions); | ||
| • | Section 1.01(12)(b) of the Eighth Supplemental Indenture (Change of Control); | ||
| • | Section 1.01(12)(d) of the Eighth Supplemental Indenture (Limitation on Consolidated Debt); | ||
| • | Section 1.01(12)(e) of the Eighth Supplemental Indenture (Limitation on Restricted Payments); | ||
| • | Section 1.01(12)(f) of the Eighth Supplemental Indenture (Limitations Concerning Distributions by Subsidiaries, Etc.); | ||
| • | Section 1.01(12)(g) of the Eighth Supplemental Indenture (Limitation on Liens); | ||
| • | Section 1.01(12)(h) of the Eighth Supplemental Indenture (Limitation on Transactions with Affiliates and Related Persons); | ||
| • | Section 1.01(12)(i) of the Eighth Supplemental Indenture (Provision of Financial Information); | ||
| • | Section 1.01(12)(j) (second and third paragraphs only) of the Eighth Supplemental Indenture (Unrestricted Subsidiaries); | ||
| • | Section 5.1 (d),(e),(f),(i) and (j) of the Base Indenture (Events of Default); and | ||
| • | Section 1.01(13) of the Eighth Supplemental Indenture and Section 7.1 of the Base Indenture (Mergers, Consolidations and Certain Sale of Assets). |
(b) Pursuant to the terms of the Offer and with the Consents of Holders representing at least
a majority in principal amount of the Notes then outstanding, (i) Section 11.4 of the Base
Indenture is hereby amended to change the notice of redemption requirement from “not less than 30
days” to “not less than 3 business days” and (ii) Section 1.01(5)(a) of the Eighth Supplemental
Indenture is hereby amended to change the notice of redemption requirement from “not less than 30
nor more than 60 days’ notice” to “not less than 3 business days nor more than 60 days notice.”
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Section 2. Effectiveness; Operativeness
This Supplemental Indenture (other than Section 1 hereof) will be binding upon the Company,
the Guarantors, the Trustee and the Holders as of the date hereof but will not become effective
unless and until validly tendered Notes are purchased pursuant to the Offer on the settlement date.
Section 3. Reference to and Effect on the Indenture
(a) On and after the effective date of this Supplemental Indenture, each reference in the
Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to
the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires.
(b) Except as specifically amended above, the Indenture shall remain in full force and effect
and is hereby ratified and confirmed.
Section 4. Governing Law
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED BY THE INTERNAL LAW OF THE STATE
OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 5. Defined Terms
Unless otherwise indicated, capitalized terms used herein and not defined shall have the
respective meanings given such terms in the Indenture.
Section 6. Trust Indenture Act Controls
If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended (the “Act”), as in force at the date this Supplemental
Indenture is executed, the provision required by said Act shall control.
Section 7. Trustee Disclaimer
The recitals contained in this Supplemental Indenture shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture.
Section 8. Counterparts and Method of Execution
This Supplemental Indenture may be executed in several counterparts, all of which together
shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties
have not signed the same counterpart.
Section 9. Titles
Section titles are for descriptive purposes only and shall not control or alter the meaning of
this Supplemental Indenture as set forth in the text.
Section 10. Severability
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In case any provision of this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be effected or impaired thereby.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed
as of the day and year first above written.
| ALLIED WASTE NORTH AMERICA, INC. | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Title: Treasurer and Vice President | ||||||
| ALLIED WASTE INDUSTRIES, INC. | ||||||
| for purposes of Article 15 of the Indenture and as Guarantor of the Notes and as Guarantor of the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Title: Treasurer and Senior Vice President | ||||||
| Each of the Subsidiary Guarantors Listed on Schedule I hereto, as Guarantor of the Notes | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Title: Treasurer | ||||||
| U.S. BANK NATIONAL ASSOCIATION | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
Title: Vice President |
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