EXHIBIT 99.7
AGREEMENT
In connection the Shareholders Agreement (as defined herein) and
Registration Rights Agreement (as defined herein) among the parties signatory
hereto (the "Parties") and in consideration of the mutual covenants and
agreements contained in this agreement (this "Agreement"), the Shareholders
Agreement and the Registration Rights Agreement, the Parties agree, as of April
21, 1997, as follows:
1. Capitalized terms not defined herein shall have respective meanings
given to such terms in the shareholders agreement (the "Shareholders Agreement")
and the registration rights agreement (the "Registration Rights Agreement"), in
each case, dated the date hereof and among the parties hereto.
2. Prior to the Annual Meeting of Shareholders of the Company to be held
in 1997 (the "1997 Meeting"), the Company shall not fill any vacancies in the
Board resulting from the resignation of the designees of the TPG Group or of
Xxxxxxx except as contemplated by the Original Stockholders Agreement or the
Shareholders Agreement. The Company will use its best efforts to hold the 1997
Meeting as soon as reasonably practicable after the Second Closing Date. The
Company agrees that it shall not finally determine the Company's slate of
directors proposed for election at the 1997 Meeting prior to the earlier of
(a) the termination of the Xxxxxxx Purchase Agreement and (b) the Second Closing
Date.
3. Each Shareholder agrees that it will not exercise any registration
rights with respect to all or any part of the TPG Group Block prior to the
earlier of (a) the termination of the Xxxxxxx Purchase Agreement and (b) the
Second Closing Date.
4. In order to expedite the nomination of Unaffiliated Directors promptly
after the Second Closing Date, the Company agrees to cause the Nominating
Committee contemplated by section 3.1 of the Shareholders Agreement to be formed
on the First Closing Date.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ALLIED WASTE INDUSTRIES, INC.
By: /s/ Xxxxxx Xxx Xxxxxx
_________________________
Title: President
________________________
APOLLO INVESTMENT FUND III, L.P.
APOLLO OVERSEAS PARTNERS III, L.P.
APOLLO (U.K.) PARTNERS III, L.P.
By: Apollo Advisors II, L.P.
By: Apollo Capital Management II, Inc.
By: /s/ Xxxxx X. Xxxxxx
_________________________
Title: Vice President
________________________
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND X.X.
XXXXXXXXXX OFFSHORE CAPITAL
PARTNERS II X.X.
XXXXXXXXXX FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: Blackstone Management Associates II L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
_________________________
Title: Sr. Managing Director
________________________
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