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EXHIBIT 4.6
SECOND SUPPLEMENTAL SUBORDINATED INDENTURE
SECOND SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of December 29,
1999 (this "Second Supplemental Subordinated 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, and each of the Guarantors signatory hereto and U.S.
Bank Trust National Association, as Trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee executed and delivered a
Subordinated Indenture dated as of July 30, 1999 (the "Base Indenture"), to
provide for the issuance by the Company from time to time of debt securities
evidencing its unsecured indebtedness (the "Securities");
WHEREAS, the Company, the Guarantors and the Trustee executed and
delivered a Supplemental Indenture, dated as of July 30, 1999 (the "Supplemental
Indenture") to establish the terms of the Notes (as defined below) in accordance
with Section 3.1 of the Base Indenture and to establish the form of the Notes in
accordance with Section 2.1 of the Base Indenture (the Base Indenture and the
Supplemental Indenture for the notes is herein referred to as the Indenture);
WHEREAS, pursuant to resolutions adopted by the Board of Directors of
the Company, the Company has authorized the issuance of $2,000,000,000 of its 10
% Senior Subordinated Notes Due 2009 (the "Notes") pursuant to a Supplemental
Indenture dated as of July 30, 1999;
WHEREAS, subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted Subsidiaries listed on Schedule A, which are
required to guarantee the Securities in accordance with the terms of the
Indenture;
WHEREAS, pursuant to additional resolutions of the Board adopted, the
Company and Allied have duly authorized the guarantee of the Company's
obligations by each of the Guarantors listed on Schedule A hereto;
NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:
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ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
All capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture or the Supplemental Indenture, as
applicable.
SECTION 102. Provisions of General Application.
All rules of construction and other provisions of general application
set forth in Article One of the Base Indenture are hereby incorporated herein by
reference.
SECTION 103. Effectiveness.
This Second Supplemental Subordinated Indenture shall become effective
upon the date hereof.
ARTICLE TWO
GUARANTEE
SECTION 201. Senior Subordinated Guarantee.
Each of Allied and the Subsidiary Guarantors hereby jointly and
severally unconditionally guarantees on a senior subordinated basis to each
Holder of a Security authenticated and delivered by the Trustee, and to the
Trustee on behalf of such Holder, the due and punctual payment of the principal
of, premium, if any, and interest on such Security when and as the same shall
become due and payable, whether at the Stated Maturity or by acceleration, call
for redemption, purchase or otherwise, in accordance with the terms of such
Security and of this Second Supplemental Subordinated Indenture all in
accordance with the terms and conditions of the Indenture and shall be from the
effective date hereof a Subsidiary Guarantor within the meaning and for all
purposes of the Base Indenture.
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ARTICLE THREE
PARTICULAR REPRESENTATIONS AND COVENANTS
OF THE COMPANY AND THE GUARANTORS
SECTION 301. Authority of the Company.
The Company represents and warrants that it is duly authorized under
the laws of the State of Delaware and all other applicable laws to execute,
deliver and perform this Second Supplemental Subordinated Indenture, and all
corporate action on its part required for the execution, delivery and
performance of this Second Supplemental Subordinated Indenture by the Company
has been duly and effectively taken.
SECTION 302. Authority of the Guarantors.
Each Guarantor represents and warrants that it is duly authorized under
the laws of the State of its incorporation/organization and all other applicable
laws to execute, deliver and perform this Second Supplemental Subordinated
Indenture, and all corporate action on its part required for the execution,
delivery and performance of this Second Supplemental Subordinated Indenture by
such Guarantor has been duly and effectively taken.
SECTION 303. Truth of Recitals and Statements of the Company.
The Company represents and warrants that the recitals of fact and
statements contained in this Second Supplemental Subordinated Indenture with
respect to it are true and correct in all material respects, and that the
recitals of fact and statements contained in all certificates and other
documents furnished by the Company in connection herewith will be true and
correct in all material respects.
SECTION 304. Truth of Recitals and Statements of the Guarantors.
Each Guarantor represents and warrants that the recitals of fact and
statements contained in this Second Supplemental Subordinated Indenture with
respect to it are true and correct in all material respects, and that the
recitals of fact and statements contained in all certificates and other
documents furnished by such Guarantor in connection herewith will be true and
correct in all material respects.
ARTICLE FOUR
CONCERNING THE TRUSTEE
SECTION 401. Acceptance of Trusts.
The Trustee accepts the trusts hereunder and agrees to perform the
same, but only upon the terms and conditions set forth in the Indenture and in
this Second Supplemental Subordinated Indenture, to all of which the Company
agrees and the Holders of Securities at any time outstanding by their acceptance
thereof agree.
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SECTION 402. No Responsibility of the Trustee for Recitals, etc.
The recitals and statements contained in this Second Supplemental
Subordinated Indenture shall be taken as the recitals and statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of
this Second Supplemental Subordinated Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 501. Binding Agreement; Assignments.
Whenever in this Second Supplemental Subordinated Indenture any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of each Guarantor that are contained in this Second Supplemental
Subordinated Indenture shall bind and inure to the benefit of each party hereto
and their respective successors and assigns.
SECTION 502. Relation to Base Indenture.
The provisions of this Second Supplemental Subordinated Indenture shall
become effective immediately upon the execution and delivery hereof. This Second
Supplemental Subordinated Indenture and all the terms and provisions herein
contained shall form a part of the Base Indenture as fully and with the same
effect as if all such terms and provisions had been set forth in the Indenture
and each and every term and condition contained in the Indenture shall apply to
this Second Supplemental Subordinated Indenture with the same force and effect
as if the same were in this Second Supplemental Subordinated Base Indenture set
forth in full, with such omissions, variations and modifications thereof as may
be appropriate to make each such term and condition conform to this Second
Supplemental Subordinated Indenture. The Base Indenture is hereby ratified and
confirmed and shall remain and continue in full force and effect in accordance
with the terms and provisions thereof, as supplemented and amended by this
Second Supplemental Subordinated Indenture and the Base Indenture and this
Second Supplemental Subordinated Indenture shall be read, taken and construed
together as one instrument.
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SECTION 503. Counterparts.
This Second Supplemental Subordinated Indenture may be executed in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Subordinated Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.
ALLIED WASTE NORTH AMERICA, INC.
By: /s/ G. Xxxxxx Xxxxxxxx, Xx.
Name: G. Xxxxxx Xxxxxxxx, Xx.
Title: Treasurer
ALLIED WASTE INDUSTRIES, INC.
for purposes of Article 2 and as Guarantor of
the Securities and as Guarantor of the
obligations of the Subsidiary Guarantors under
the Subsidiary Guarantees
By: /s/ G. Xxxxxx Xxxxxxxx, Xx.
Name: G. Xxxxxx Xxxxxxxx, Xx.
Title: Treasurer
Each of the Subsidiary Guarantors Listed on
Schedule A hereto, as Guarantors of the
Securities
By: /s/ G. Xxxxxx Xxxxxxxx, Xx.
Name: G. Xxxxxx Xxxxxxxx, Xx.
Title: Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
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SCHEDULE A
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
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Allied Waste Sycamore Landfill, LLC Delaware
Xxxxxxx'x Rubbish Disposal, Inc. Massachusetts
BFI Ref-Fuel, Inc. Delaware
Blue Ridge Landfill General Partnership Kentucky
Xxxxxxxx-Xxxxxx Industries of Milwaukee, Inc Wisconsin
Xxxxxxxxx Landfill, LLC Delaware
Xxxxxxx Landfill, LLC Delaware
Cocopah Landfill, Inc. Delaware
Copper Mountain Landfill, Inc. Delaware
Xxxxxxxx Xxxxx Landfill, LLC Delaware
Xxxxx Enterprises, Inc. Connecticut
Draw Enterprises Real Estate, L.P. Illinois
X.X. XxXxxxxx Rubbish Removal, Inc. Massachusetts
Forest View Landfill, LLC Delaware
Xxxxxxxx Recycling Corp. New Jersey
Green Valley Landfill General Partnership Kentucky
Houston Towers TX, LP Delaware
Imperial Landfill, Inc. California
Metro Enviro Transfer, LLC Delaware
Xxxxxxxx Landfill General Partnership Kentucky
New York Waste Services, Inc. New York
Northwest Waste Industries, Inc. Washington
Piedmont Trash Services, Inc. Virginia
PM Recycling, Inc. Connecticut
Rabanco Companies Washingtion
Regional Disposal Company Washington
Recycle Seattle II Washington
Royal Oaks Landfill TX, LP Delaware
Saline County Landfill, Inc. Illinois
Sangamon Valley Landfill Inc. Delaware
Seattle Disposal Company Inc. Washington
Xxxxxx Ridge Landfill, Inc. Delaware
Tennessee Union County Landfill, Inc. Delaware
U.S. Disposal II Washington
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