EXHIBIT 99.18
SUPPLEMENTARY REGISTRATION RIGHTS AGREEMENT
Supplementary Registration Rights Agreement, dated as of July 31, 2003
(this "Agreement"), by and among Allied Waste Industries, Inc., a Delaware
corporation (the "Company") and each of the other parties signatory hereto.
Reference is made to the Amended and Restated Registration Rights
Agreement (the "Registration Rights Agreement"), dated as of July 30, 1999, by
and between the Company, on the one hand, and Apollo Investment Fund IV, L.P.,
a Delaware limited partnership, Apollo Investment Fund III, L.P., a Delaware
limited partnership, Apollo Overseas Partners IV, L.P., a Delaware limited
partnership, Apollo Overseas Partners III, L.P., a Delaware limited
partnership, Apollo (U.K.) Partners III, L.P., an English limited partnership,
Apollo/AW LLC, a Delaware limited liability company, Blackstone Capital
Partners II Merchant Banking Fund L.P., a Delaware limited partnership,
Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited
partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands
limited partnership, Blackstone Offshore Capital Partners II L.P., a Cayman
Islands limited partnership, Blackstone Family Investment Partnership III
L.P., a Delaware limited partnership and Blackstone Family Investment
Partnership II L.P., a Delaware limited partnership, Blackstone Capital
Partners III Merchant Banking Fund L.P., a Delaware limited partnership,
Greenwich Street Capital Partners II, L.P., a Delaware limited partnership,
GSCP Offshore Fund, L.P., a Cayman Islands exempted limited partnership,
Greenwich Fund, L.P., a Delaware limited partnership, Greenwich Street
Employees Fund, L.P., a Delaware limited partnership, TRV Executive Fund,
L.P., a Delaware limited partnership, DLJMB Funding II, Inc., a Delaware
corporation, DLJ Merchant Banking Partners II, L.P., a Delaware limited
partnership, DLJ Merchant Banking Partners II-A, L.P., a Delaware limited
partnership, DLJ Diversified Partners, L.P., a Delaware limited partnership,
DLJ Diversified Partners-A, L.P., a Delaware limited partnership, DLJ
Millenium Partners, L.P., a Delaware limited partnership, DLJ Millenium
Partners-A, L.P., a Delaware limited partnership, DLJ First ESC L.P., a
Delaware limited partnership, DLJ Offshore Partners II, C.V., a Netherlands
Antilles limited partnership, DLJ EAB Partners, L.P., a Delaware limited
partnership and DLJ ESC II, L.P., a Delaware limited partnership
(collectively, the "Shareholders") on the other hand. (Capitalized terms not
defined herein shall have the meanings set forth in the Registration Rights
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, par value $.01(the "Common Stock"), of the
Company.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. The Company agrees that all shares of Common Stock issued by the Company
in exchange for the Senior Preferred Stock pursuant to the Exchange
Agreement shall be treated, to the fullest extent permitted by the
Registration Rights Agreement, as "Registrable Securities" and
"Additional Shares" under the Registration Rights Agreement and, to the
fullest extent permitted by the Registration Rights Agreement, shall have
the same rights as Registrable Securities and Additional Shares in
connection with any registration effected pursuant to the Registration
Rights Agreement. For the avoidance of doubt, when used in this
Agreement, the term "Registrable Securities" shall include all shares of
Common Stock issued by the Company pursuant to the Exchange Agreement.
(Nothing in this paragraph shall affect the relative rights of
Registrable Securities and other securities to participate in any
registration pursuant to the Registration Rights Agreement if all such
securities cannot be registered.)
2. In addition to the other rights under the Registration Rights Agreement
of the Shareholders who are party to this Agreement, at any time after
the first anniversary of the acquisition of shares of Common Stock
pursuant to the Exchange Agreement, upon the written request of the
Apollo/Blackstone Shareholders (as defined in the Shareholders Agreement
and the Supplementary Shareholders Agreement, the form of which is
attached as Exhibit B to the Exchange Agreement), the Company shall
prepare and file or cause to be prepared and filed with the SEC as
promptly as reasonably practicable a registration statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415
of the Securities Act (a "Shelf Registration Statement") registering the
resale from time to time by the Shareholders and the Related Transferees
(as defined in the Shareholders Agreement) thereof of all of the
Registrable Securities (the "Shelf Registration Statement"). The Shelf
Registration Statement shall be on Form S-3, or another appropriate form
permitting registration of such Registrable Securities for resale by such
Shareholders or the Related Transferees thereof in accordance with the
methods of distribution reasonably elected by the Shareholders or Related
Transferees thereof and set forth in the Shelf Registration Statement.
The Apollo/Blackstone Shareholders shall be entitled to only one request
for a Shelf Registration Statement pursuant to this Section.
The Company shall use reasonable efforts to cause the Shelf Registration
Statement to be declared effective under the Securities Act and to keep
the Shelf Registration Statement continuously effective under the
Securities Act for a period of four years following its being declared
effective (the "Effectiveness Termination Date"); provided, however, that
such Effectiveness Termination Date shall be increased by the number of
days that the Shelf Registration Statement is delayed or suspended
pursuant to this Section 2.
In connection with any sales pursuant to the Shelf Registration
Statement, reasonable efforts shall be made not to knowingly sell to any
single buyer, acting individually or with others, who, after taking
account of the sales, will own more than 9% of the Total Voting Power (as
defined in the Shareholders Agreement).
The Company may delay the filing of the Shelf Registration Statement, and
any amendments or supplements thereto, or delay its effectiveness, for a
reasonable period (but not longer than 90 days) if, in the sole judgment
of the Company's Board of Directors, (i) delay is necessary in light of
pending financing transactions, corporate reorganizations, or other major
events involving the Company, or (ii) filing at the time requested would
materially and adversely affect the business or prospects of the Company
in view of disclosure that may be thereby required. Once the cause of the
delay is eliminated, the Company shall promptly notify the Shareholders
and, promptly after Shareholders notify the Company to proceed, the
Company shall file a Shelf Registration Statement or any amendments or
supplements thereto and begin or resume performance of its other
obligations under this Agreement and the Registration Rights Agreement.
Subject to the provisions of this Section 2, the Company shall have the
right at any time to require that the Shareholders suspend further open
market offers and sales of the Registrable Shares whenever, and for so
long as, in the reasonable judgment of the Company based upon the advice
of legal counsel, there is in existence material undisclosed information
or events with respect to the Company the disclosure of which would
materially and adversely affect the business or prospects of the Company
or suspension is necessary in light of pending financing transactions,
corporate reorganizations, or other major events involving the Company
(the "Suspension Right"). In the event the Company exercises the
Suspension Right, such suspension will continue for the period of time
(the "Suspension Period") reasonably necessary for the disclosure to
occur at a time that is not materially detrimental to the Company and its
stockholders or until such time as the information or event is no longer
material, each as determined in good faith by the Company based upon the
advice of legal counsel, or for the transactions or other major events to
be completed or terminated. The period during which the availability of
the Shelf Registration Statement and any prospectus is suspended shall,
without the Company incurring any obligation to pay liquidated damages,
not, in the aggregate exceed 120 days in any twelve (12) month period.
The Company will reasonably promptly give the Shareholders notice of any
such suspension and will, as promptly as reasonably practicable after the
Suspension Period terminates, allow the resumption of the use of the
Shelf Registration Statement and, if required to reflect such material
corporate development or major event, prepare a supplement or amendment
to the Shelf Registration Statement.
In the event that the Shareholders should elect to make an underwritten
offering or distribution of the Registrable Shares after the Shelf
Registration Statement has been declared effective, the number of
requests for registration permitted under Section 2.2 of the Registration
Rights Agreement shall be reduced by one (1) for each such underwritten
offering.
If there has been filed an amendment to the Shelf Registration Statement
relating to an underwritten offering then either Apollo or Blackstone may
require the Company to delay the filing of any registration statement
relating to shares of Common Stock or delay its effectiveness, for a
reasonable period (but not longer than 90 days) if, in the sole judgment
of either Apollo Blackstone, a delay is necessary in order to avoid
materially and adversely affecting the disposition of Registrable
Securities pursuant to the offering by the Shareholders; provided that
the foregoing shall not limit the Company's right to file and have
declared effective registration statements relating to shares of Common
Stock issuable pursuant to employee benefit plans of the Company or any
of its subsidiaries or issuable pursuant to a merger, acquisition or
similar transaction involving the Company or any of its subsidiaries.
The provisions of Section 2.4(a)(i),(ii), and (iii), 2.4(b), 2.4 (c),
2.4(d), 2.4(e), 2.4(f), 2.4(g), 2.4(h), 2.4(i), 2.4(j), Article III and
Sections 4.1, 4.2, 4.3, and 4.4 of the Registration Rights Agreement
shall apply to the registration pursuant to this Section as if
incorporated herein.
The Shareholders agree that this Agreement shall not give rise to any
additional registration rights (or modifications of existing rights)
under Section 4.5 of the Registration Rights Agreement.
3. All other terms of the Registration Rights Agreement shall remain in full
force and effect.
Accepted and Agreed to this ____ day of ____, 2003.
ALLIED WASTE INDUSTRIES, INC.
By:
-----------------------------
Name:
Title:
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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