Exhibit 4.28
SUPPLEMENTAL INDENTURE TO THE SIXTEENTH SUPPLEMENTAL INDENTURE
This SUPPLEMENTAL INDENTURE TO THE SIXTEENTH SUPPLEMENTAL INDENTURE, dated
as of September 20, 2005 (this "SUPPLEMENTAL INDENTURE"), among ALLIED WASTE
NORTH AMERICA, INC., a Delaware corporation (the "COMPANY"), having its
principal place of business at 00000 Xxxxx Xxxxxxxx-Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000, the GUARANTORS signatory hereto (the "GUARANTORS")
and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "TRUSTEE").
WITNESSETH:
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 sixteenth supplemental indenture,
dated as of March 9, 2005 among the Company, the Guarantors and the Trustee (the
"SIXTEENTH SUPPLEMENTAL INDENTURE" and, as amended, together with the Base
Indenture, the "INDENTURE"), providing for the issuance of 7 1/4% Senior Notes
due 2015 (the "NOTES") of the Company;
WHEREAS, there is currently outstanding under the Indenture $600,000,000
in aggregate principal amount of the Notes;
WHEREAS, Section 8.1 of the Base Indenture provides that the Company, the
Guarantors and the Trustee may, without the consent of any Holders at any time
and from time to time, may enter into a supplemental indenture for the purpose
of adding Guarantors to become obligated under the Indenture;
WHEREAS, the Restricted Subsidiaries listed on Schedule A hereto are
obligated to become Guarantors of the Notes pursuant to Section 15.5 of the Base
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. ADDITIONAL GUARANTORS.
(1) The Restricted Subsidiaries listed on Schedule A hereto are henceforth
Guarantors of the Notes pursuant to Section 15.5 of the Base Indenture. The
Guarantors agree to provide an unconditional Guarantee on the terms and subject
to the conditions of the Indenture including but not limited to Article 15
thereof.
(2) This Supplemental Indenture shall not change any other term of the
Notes, the Indenture or the Sixteenth Supplemental Indenture.
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Section 2. EFFECTIVENESS, OPERATIVENESS
(1) This Supplemental Indenture will be binding and effective upon the
Company, the Guarantors, the Trustee and the Holders as of the date hereof
Section 3. REFERENCE TO AND EFFECT ON THE INDENTURE
(1) 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.
(2) 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 First 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
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.
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Section 10. SEVERABILITY
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/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
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/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
Each of the Subsidiary Guarantors Listed
on Schedule A hereto, as Guarantor of
the Notes
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
SCHEDULE A
Allied Waste Transfer Services of Florida, LLC, a Florida limited liability
company
Allied Waste Transfer Services of Iowa, LLC, an Iowa limited liability company
Allied Waste Transfer Services of New York, LLC, a New York limited liability
company
Allied Waste Transfer Services of North Carolina, LLC, a North Carolina limited
liability company
Allied Waste Systems of Michigan, LLC, a Michigan limited liability company
Xxxxxx Valley Landfill General Partnership, a Kentucky general partnership
Blue Ridge Landfill General Partnership, a Kentucky general partnership
Central Arizona Transfer, Inc., an Arizona corporation
C & C Expanded Sanitary Landfill, LLC, a Missouri limited liability company
Xxxxx Road Landfill TX, LP, a Delaware limited partnership
Green Valley Landfill General Partnership, a Kentucky general partnership
Morehead Landfill General Partnership, a Kentucky general partnership
Xxxxxxx Road Landfill TX, LP, a Delaware limited partnership
