NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Credit Agreement as follows: 2 -2-
1
Exhibit 10.10
FOURTH AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"Fourth Amendment") is made and entered into as of the 29th day of February,
1996, by and among USA WASTE SERVICES, INC., a Delaware corporation (the
"Borrower"), its Subsidiaries listed on Schedule 1 to the Credit Agreement
defined below (collectively the "Guarantors"), THE FIRST NATIONAL BANK OF
BOSTON, a national banking association ("FNBB"), BANK OF AMERICA ILLINOIS, an
Illinois banking association ("BAI"), and X.X. XXXXXX SECURITIES, INC., a
Delaware corporation ("X.X. Xxxxxx") (collectively, the "Agents"), FNBB, BAI,
Xxxxxx Guaranty Trust Company of New York, a New York state banking association
("MGT") and the other financial institutions party hereto (collectively, the
"Banks"), and MGT as the Administrative Agent and FNBB, as Documentation Agent
(collectively, the "Bank Agents").
WHEREAS, the Borrower, the Guarantors, the Banks, the Agents and the Bank
Agents are party to a Revolving Credit and Term Loan Agreement dated as of June
30, 1995, as amended by the First Amendment to Revolving Credit and Term Loan
Agreement dated as of August 11, 1995, the Second Amendment to Revolving Credit
and Term Loan Agreement dated as of September 7, 1995 and the Third Amendment
to Revolving Credit and Term Loan Agreement dated as of January 26, 1996 (as so
amended, the "Credit Agreement"), pursuant to which the Banks have extended
credit to the Borrower on the terms set forth therein;
WHEREAS, the Borrower has requested that the Banks, the Agents, and the Bank
Agents amend certain provisions of the Credit Agreement in connection with the
Borrower's acquisition of Western Waste Industries, and the Banks, the Agents
and the Bank Agents are willing to so amend the Credit Agreement on the terms
and conditions set forth herein;
WHEREAS, the Borrower has requested that the Banks, the Agents, and the Bank
Agents amend certain provisions of the Credit Agreement in connection with the
Borrower's entering into a credit facility provided by FNBB, BAI and MGT to
finance the Western Waste Merger and the Banks, the Agents and the Bank Agents
are willing to so amend the Credit Agreement on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Credit Agreement as follows:
2
-2-
1. DEFINITIONS. Capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. As of the Effective Date (as
hereinafter defined), the Credit Agreement is hereby amended as follows:
(a) The definition of "Consolidated Earnings Before Interest and Taxes,
or EBIT" set forth in Section 1.1 of the Credit Agreement is hereby amended by
deleting such definition in its entirety and substituting the following new
definition in place thereof:
"Consolidated Earnings Before Interest and Taxes, or EBIT. For any period, the
Consolidated Net Income (or Deficit) of the Borrower and the Guarantors on a
consolidated basis plus (1) interest expense, (2) income taxes, (3) up to
$25,000,000 of merger expenses with respect to the Xxxxxxxx Merger taken as a
special charge in the quarter in which the Xxxxxxxx Merger is consummated and
(4) up to $25,000,000 in merger expenses with respect to the Western Waste
Merger taken as a special charge in the quarter in which the Western Waste
Merger is consummated, to the extent that each was deducted in determining
Consolidated Net Income."
(b) Section 1.1 of the Credit Agreement is hereby amended by inserting
the following new definitions immediately after the definition of "Total
Revolving Credit Commitment" set forth therein:
"Western Waste. Western Waste Industries, a California corporation.
Western Waste Merger. The merger of Western Waste and Riviera Acquisition
Corporation, a Subsidiary of the Borrower, pursuant to the terms of the Western
Waste Merger Agreement.
Western Waste Merger Agreement. The Agreement and Plan of Merger dated as of
December 18, 1995 between Western Waste, the Borrower and Riviera Acquisition
Corporation."
(c) Section 2.4 of the Credit Agreement is hereby amended by deleting
the amount "$160,000,000" set forth in the eleventh line thereof and
substituting the amount "$180,000,000" in place thereof.
3
-3-
(d) Section 2.8 of the Credit Agreement is hereby amended by deleting
the amount "$160,000,000" set forth in the seventh line thereof and
substituting in place thereof the amount "$180,000,000".
(e) Section 8.1 of the Credit Agreement is hereby amended by:
(i) deleting the words "subsection (g) or (m) hereof" set forth
in Section 8.1(h)(iii) and substituting in place thereof the words
"subsection (g), (m) or (p) of this Section 8.1";
(ii) deleting the word "and" at the end of Section 8.1(o);
(iii) deleting the letter "(p)" at the beginning of Section
8.1(p) and substituting the letter "(r)" in place thereof; and
(iv) inserting the following new Sections 8.1(p) and (q)
immediately after Section 8.1(o):
"(p) Indebtedness in an aggregate amount of up to
$32,200,000 with respect to IRBs of Western Waste listed on Schedule
8.1(p) (the "Western Waste IRBs"), including Indebtedness with
respect to letters of credit issued for the account of Western Waste
by Bank of California, Bank of America or Citibank to secure or
enhance the Western Waste IRBs, which letters of credit may be
replaced by Letters of Credit issued hereunder; provided that the
Western Waste IRBs shall not be deemed to be Enhanced IRBs if
secured or enhanced by Letters of Credit issued hereunder;
(q) Indebtedness consisting of senior unsecured debt in
an amount not to exceed the sum of (i) $75,000,000 minus (ii) the
amount of the Indebtedness outstanding under Section 8.1(p) which is
secured or enhanced by letters of credit other than Letters of
Credit issued hereunder, arising under a credit facility (the
"Bridge Loan Facility") provided by FNBB, BAI and MGT to finance the
Western Waste Merger, which Bridge Loan Facility shall: (A) be an
obligation of the Borrower which is guaranteed by each of the
Subsidiaries of the Borrower which is a Guarantor; (B) have a term
of 364 days; (C) be unsecured; (D) incorporate by reference those
covenants contained in this Agreement as in effect on the closing
date of such facility; (E) contain provisions requiring mandatory
repayment by the Borrower of all amounts outstanding under the
Bridge Loan Facility
4
-4-
if the Obligations are refinanced or increased; and (F) contain
"release on sale" provisions whereby the guarantee of the Bridge
Loan Facility given by any Subsidiary of the Borrower would be
automatically released upon (i) the sale of the stock or all or
substantially all of the assets of such Subsidiary, or any merger of
such Subsidiary into another Person permitted under Section 8.4 of
the Credit Agreement; provided that any Subsidiary receiving assets
or stock or surviving a merger in connection therewith is or becomes
a Guarantor of the Bridge Loan or (ii) sale or foreclosure by the
Banks on the stock of a Subsidiary provided that all proceeds of any
such sale or foreclosure would first be applied to the Obligations;
and"
(f) Section 8.2 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of Section 8.2(h), (ii) deleting the period
at the end of Section 8.2(i) and substituting a semi-colon and the word "and"
in place thereof, and (iii) inserting the following new Section 8.2(j)
immediately after Section 8.2(i):
"(j) Liens securing Indebtedness permitted by Section
8.1(p) hereof; provided that the assets subject to such liens and
security interests shall be limited to those solid waste disposal
facilities constructed with the proceeds of the Western Waste IRBs."
(g) Schedule 1 to the Credit Agreement is hereby amended by deleting
such Schedule 1 in its entirety and substituting Schedule 1 attached hereto in
place thereof. By its signature below, each of the Subsidiaries of the
Borrower listed on Exhibit 2(g) to this Fourth Amendment hereby (i) becomes a
party to the Credit Agreement and agrees to be legally bound as a Guarantor
thereunder, (ii) becomes a party to the Pledge Agreement and agrees to be
legally bound as a Pledgor thereunder, (iii) becomes a party to the Security
Agreement and agrees to be legally bound as a Company thereunder.
3. CONSENT TO WESTERN WASTE MERGER. Notwithstanding the provisions of
clause (f) of the second sentence of Section 8.4 of the Credit Agreement, each
of the undersigned Banks, the Agents and the Bank Agents hereby consents to the
Western Waste Merger; provided that (a) no Default or Event of Default has
occurred and is continuing at the time thereof, or would occur after giving
effect thereto; (b) the Western Waste Merger shall be on terms and conditions
substantially the same as described in the Western Waste Merger Agreement, (c)
the Western Waste Merger shall comply with all of the other terms and
conditions set forth in Section 8.4 (other than clause (f) of the second
sentence of Section 8.4), including without limitation, the requirements that
the Riviera Acquisition Corporation Subsidiary and all former Western Waste
5
-5-
Subsidiaries surviving the Western Waste Merger (collectively, the "Surviving
Western Waste Subsidiaries") shall make each of the representations and
warranties made by a Guarantor under the Credit Agreement and shall become
Guarantors of the Obligations and be made a party to the Credit Agreement, the
Pledge Agreement, the Partnership Pledge Agreement and the Security Agreement,
and the stock of each of the Surviving Western Waste Subsidiaries shall be
pledged and delivered, along with appropriate instruments of transfer executed
in blank, to the Banks under the Pledge Agreement (collectively, the "Adherence
Documents"), in each case on the effective date of the Western Waste Merger,
and (d) the Effective Date shall have occurred.
4. REPRESENTATIONS AND WARRANTIES. The Borrower and the Guarantors
jointly and severally represent and warrant as of the Effective Date as
follows:
(a) The execution, delivery and performance of this Fourth Amendment and
the Credit Agreement, as modified by this Fourth Amendment, and the
transactions contemplated hereby and thereby (i) are within the corporate
authority of the Borrower and each of the Guarantors, (ii) have been duly
authorized by all necessary corporate proceedings on the part of the respective
Borrower or Guarantor, (iii) do not conflict with or result in any material
breach or contravention of any provision of law, statute, rule or regulation to
which the Borrower or any Guarantor is subject or any judgment, order, writ,
injunction, license or permit applicable to the Borrower or any Guarantor so as
to materially adversely affect the assets, business or any activity of the
Borrower and the Guarantors as a whole, and (iv) do not conflict with any
provision of the corporate charter or bylaws of the Borrower or any Guarantor
or any agreement or other instrument binding upon the Borrower or any
Guarantor.
(b) The execution, delivery and performance of this Fourth Amendment and
the Credit Agreement, as modified by this Fourth Amendment, will result in
valid and legally binding obligations of the Borrower and the Guarantors party
thereto enforceable against each in accordance with the respective terms and
provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.
(c) The execution, delivery and performance by the Borrower and the
Guarantors of this Fourth Amendment and the Credit Agreement, as modified by
this Fourth Amendment, and the consummation by the Borrower and the
6
-6-
Guarantors of the transactions contemplated hereby and thereby do not require
any approval or consent of, or filing with, any governmental agency or
authority other than those already obtained and those required after the date
hereof in connection with the Borrower's and the Guarantors' performance of
their covenants contained in Sections 7, 8 and 9 of the Credit Agreement.
(d) The representations and warranties contained in Section 6 of the
Credit Agreement are true and correct in all material respects as of the date
hereof as though made on and as of the date hereof.
(e) No Default or Event of Default under the Credit Agreement has
occurred and is continuing.
5. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects
and shall continue in full force and effect. Each of the Guarantors hereby
confirms that its guaranty of the Guaranteed Obligations contained in Section
27 of the Credit Agreement remains in full force and effect. This Fourth
Amendment and the Credit Agreement shall hereafter be read and construed
together as a single document, and all references in the Credit Agreement, any
other Loan Document or any agreement or instrument related to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended by this
Fourth Amendment.
6. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT
REFERENCE TO CONFLICT OF LAWS) AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN
ACCORDANCE WITH SUCH LAWS.
7. COUNTERPARTS. This Fourth Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.
8. EFFECTIVENESS. This Fourth Amendment shall become effective upon the
satisfaction of each of the following conditions (the "Effective Date"):
(a) This Fourth Amendment shall have been executed and delivered by the
Borrower, the Guarantors, the Majority Banks, the Agents and the Bank Agents;
7
-7-
(b) All corporate action necessary for the valid execution, delivery and
performance by the Borrower and the Guarantors of the Credit Agreement, as
amended by this Fourth Amendment, and of the Adherence Documents by the
Surviving Western Waste Subsidiaries shall have been taken, and evidence
thereof satisfactory to the Agents shall have been provided to the Agents;
(c) The Agents shall have received a certificate of the Secretary or
Clerk of the Borrower (i) stating that there have been no amendments to or
modifications of the charter documents of the Borrower or any Guarantor since
June 30, 1995 (other than as set forth on such certificate) and (ii) stating
that Schedule 1 to the Credit Agreement sets forth a complete and accurate list
of all of the Subsidiaries of the Borrower as of the Effective Date (other than
as set forth on such certificate);
(d) The Documentation Agent shall have received (i) all of the stock
certificates, together with stock powers executed in blank with respect to the
stock pledged pursuant to the Pledge Agreement, including, without limitation,
the stock certificates of each of the Surviving Western Waste Subsidiaries and
(ii) copies of all charter documents all Surviving Western Waste Subsidiaries;
(e) The Banks shall have received a favorable legal opinion from outside
counsel to the Borrower and the Guarantors addressed to the Banks, dated the
Effective Date, in form and substance satisfactory to the Documentation Agent
concerning the effectiveness of the Western Waste Merger and the Adherence
Documents and such other matters reasonably requested by the Documentation
Agent;
(f) The Documentation Agent shall have received evidence satisfactory in
form and substance to the Documentation Agent as to the existence of no liens
on the assets of the Surviving Western Waste Subsidiaries (other than liens
permitted by the Credit Agreement); and
(g) The Banks shall have received evidence of the closing of the Bridge
Loan Facility on the terms described in Section 8.1(q) hereof.
8
-8-
IN WITNESS WHEREOF, each of the undersigned have duly executed this Fourth
Amendment under seal as of the date first set forth above.
THE BORROWER:
USA WASTE SERVICES, INC.
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. XxXxxxxx, Executive Vice
President and Chief Financial
Officer
THE GUARANTORS:
USA WASTE OF HOUSTON, INC.
(FORMERLY BEST PAK DISPOSAL, INC.)
BIG DIPPER ENTERPRISES, INC.
XXXX-AIR DISPOSAL, INC.
CENTRAL ILLINOIS DISPOSAL, INC.
COUNTRYSIDE LANDFILL, INC.
CRYSTAL LAKE DISPOSAL, INC.
CUSTOM DISPOSAL SERVICES, INC.
EARTHMOVERS, INC.
XXXXX-XXXXX, INC.
ENVIROFIL, INC.
ENVIROFIL OF ILLINOIS, INC.
(FORMERLY XXXXX XXXXX & SONS, INC.)
ENVIROFIL SERVICES, INC.
ENVIRONMENTAL WASTE OF
SKAGIT COUNTY, INC.
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. XxXxxxxx, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
9
-9-
EVH CO.
EWA, INC. (FORMERLY MARCH
ACQUISITION CORPORATION)
FORCEES, INC.
XXXX XX XXXX CORRUGATED, LTD.
OLYMPIC VIEW SANITARY
LANDFILL, INC. (FORMERLY, KITSAP
COUNTY SANITARY LANDFILL, INC.)
LAKELAND PROPERTIES, INC.
LIBERTY LANDFILL, INC.
MEADOWBROOK CARTING CO., INC.
MID-JERSEY DISPOSAL CO., INC.
MID-VALLEY ACQUISITION
CORPORATION
MISSION DISPOSAL, INC.
NORTH SOUND SANITATION, INC.
QUALITY RECYCLING CO., INC.
SACRAMENTO VALLEY
ENVIRONMENTAL WASTE COMPANY
SOIL REMEDIATION OF
PHILADELPHIA, INC.
SOUTH SOUND SANITATION, INC.
STANWOOD CAMANO DISPOSAL, INC.
STOCKTON SCAVENGERS ASSOCIATION
USA WASTE HAULING OF
PHILADELPHIA, INC.
USA WASTE OF OKLAHOMA, INC.
(FORMERLY UNITED SANITATION ASSOCIATES
WASTE MANAGEMENT, INC.)
USA WASTE OF ARIZONA, INC.
USA WASTE OF ILLINOIS, INC.
USA WASTE OF INDIANA, INC.
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. XxXxxxxx, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
10
-10-
USA WASTE OF TEXAS, INC.
(FORMERLY USA WASTE SERVICES,
INC. OF TEXAS)
U.S.A. WASTE OF FAIRLESS
HILLS, INC.
CLEANSOILS FAIRLESS HILLS, INC.
WEST VIRGINIA WASTE SERVICES, INC.
WPP, INC.
WASTE RECOVERY CORPORATION
XXXXXXXX ACQUISITION CORP.
XXXXXXXX DEVELOPMENT COMPANY, INC.
XXXXXXXX CLEARVIEW
ENVIRONMENTAL LANDFILL, INC.
XXXXXXXX DEVELOPMENT OF
OHIO, INC.
XXXXXXXX DEVELOPMENT OF
VIRGINIA, INC.
XXXXXXXX ENTERPRISES, INC.
XXXXXXXX INTERNATIONAL, INC.
XXXXXXXX XXXXXX HIGHLANDS
LANDFILL, INC.
XXXXXXXX ENERGY, INC.
(FORMERLY XXXXXXXX MAPLEWOOD
LANDFILL, INC.)
XXXXXXXX MEDICAL
TECHNOLOGIES, INC.
(INCORPORATED 2/12/85)
XXXXXXXX MEDICAL
TECHNOLOGIES, INC.
(INCORPORATED 4/26/91)
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. XxXxxxxx, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
11
-00-
XXXXXXXX XXXXXXX
XXXXXXXXXXXX XX XXXXX
XXXXXXXX, INC.
XXXXXXXX OAKRIDGE USA
LANDFILL, INC.
XXXXXXXX ORANGE COUNTY
LANDFILL, INC.
XXXXXXXX RESOURCES, INC.
XXXXXXXX RICHLAND COUNTY
LANDFILL, INC.
XXXXXXXX SERVICES, INC.
XXXXXXXX SMYRNA LANDFILL, INC.
XXXXXXXX WASTE SYSTEMS OF
CALIFORNIA, INC.
XXXXXXXX WASTE SYSTEMS OF
FLORIDA, INC.
XXXXXXXX WASTE SYSTEMS OF
MISSISSIPPI, INC.
XXXXXXXX WASTE SYSTEMS OF
NEW YORK, INC.
XXXXXXXX WASTE SYSTEMS OF
NORTH CAROLINA, INC.
XXXXXXXX WASTE SYSTEMS OF
OHIO, INC.
XXXXXXXX WASTE SYSTEMS OF
NEW JERSEY, INC.
XXXXXXXX WASTE SYSTEMS OF
RHODE ISLAND, INC.
XXXXXXXX WASTE SYSTEMS OF
SOUTH CAROLINA, INC.
XXXXXXXX WASTE SYSTEMS OF
TEXAS, INC.
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. XxXxxxxx, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
12
-12-
XXXXXXXX OF DELAWARE, INC.
XXXXXXXX OF GEORGIA, INC.
XXXXXXXX OF ILLINOIS, INC.
XXXXXXXX OF INDIANA, INC.
XXXXXXXX OF NEW JERSEY, INC.
XXXXXXXX OF MARYLAND, INC.
XXXXXXXX OF MASSACHUSETTS, INC.
XXXXXXXX OF MISSISSIPPI, INC.
XXXXXXXX OF PENNSYLVANIA, INC.
XXXXXXXX OF TENNESSEE, INC.
XXXXXXXX OF WEST VIRGINIA, INC.
DAUPHIN XXXXXXX, INC.
THE X. XXXXXXXXXX CO.
LCS SERVICES, INC.
XXXXXXX X. XXXXXX, INC.
XXXXXX COUNTY TRANSFER
STATION, INC.
RAIL-IT CORPORATION
REMOTE LANDFILL SERVICES, INC.
CDC SERVICES, INC.
SOUTHERN ALLEGHENIES
DISPOSAL SERVICES, INC.
U.S. SERVICES CORPORATION
U.S. UTILITIES SERVICES CORP.
XXXXXXXX R & B LANDFILL, INC.
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. XxXxxxxx, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
13
-13-
WHITE BROS. TRUCKING COMPANY
USA WASTE TRANSFER OF
PHILADELPHIA, INC.
USA WASTE SERVICES OF WESTERN
ILLINOIS, INC.
ART-JO COMPANY
BRAZORIA COUNTY RECYCLING CENTER,
INC.
ELLESOR, INC.
XXXXXX SANITATION SERVICE, INC.
MODERN SANITATION, INC.
OLD DOMINION RECYCLING
SERVICE, INC.
SAFETY RECYCLING COMPANY, INC.
SUNRAY SERVICES, INC.
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Xxxx X. XxXxxxxx, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
RAIL-IT LIMITED PARTNERSHIP
By: Rail-It Corporation,
Its General Partner
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Title: VP
---------------------------------
14
-14-
THE BANKS AND AGENTS:
THE FIRST NATIONAL BANK OF BOSTON,
Individually and as Documentation Agent
and Issuing Bank and as Agent
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Title: Managing Director
---------------------------------
BANK OF AMERICA, ILLINOIS, Individually
and as Agent
By: /s/ XXXXXX X. XXXXXXXXXX
------------------------------------
Title: Vice President
---------------------------------
XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, Individually and as the
Administrative Agent
By: /s/ XXXXX X. XXXX
------------------------------------
Title: Vice President
---------------------------------
X.X. XXXXXX SECURITIES INC., as Agent
By: /s/ XXXXXXXX XXXXXX
------------------------------------
Title: Vice President
---------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ F. C. H. XXXXX
------------------------------------
Title: Senior Manager Loan Operations
---------------------------------
15
-00-
XXXX XXX, XXXXX N.A.
By: /s/ H. XXXX XXXXX
------------------------------------
Title: Vice President
---------------------------------
BANK OF TOKYO, LTD., DALLAS
AGENCY
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Title: Vice President
---------------------------------
BANQUE PARIBAS, HOUSTON
AGENCY
By: /s/ XXXXXX XXXXXXX
------------------------------------
Title: Assistant Vice President
---------------------------------
By: /s/ XXXXX XXXXXXX
------------------------------------
Title: Vice President
---------------------------------
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ XXXX XXXX /s/ XXXX XXXXXX
------------------------------------
Title: Assistant Vice President
---------------------------------
Vice President
---------------------------------
CIBC INC.
By: /s/ XXXX X. XXXXXXX
------------------------------------
Title: Authorized Signatory
---------------------------------
COMERICA BANK
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Title: First Vice President
---------------------------------
16
-16-
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK,
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ XXXXXX XX XXXXXXX THEGE
------------------------------------
Title: Deputy General Director
---------------------------------
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Title: Vice President
---------------------------------
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ XXXXXX X. XXXX
------------------------------------
Title: Vice President
---------------------------------
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: /s/ XXXXXX X. XXXX
------------------------------------
Title: Vice President
---------------------------------
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Title: Assistant Vice President
---------------------------------
By: /s/ XXXXX XXX
------------------------------------
Title: Assistant Vice President
---------------------------------
FIRST INTERSTATE BANK OF TEXAS,
N.A.
By: /s/ XXXXX X. XXXXXX
------------------------------------
Title: Vice President
---------------------------------
17
-00-
XXXXX XXXX XX XXXXXXXXXXXXX,
N.A.
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Title: Vice President
---------------------------------
THE FUJI BANK, LIMITED, HOUSTON
AGENCY
By: /s/ P. C. LAURINGER, III
------------------------------------
Title: Vice President & Joint Manager
---------------------------------
HIBERNIA NATIONAL BANK
By: /s/ XXXX VILLAFARA
------------------------------------
Title: Vice President
---------------------------------
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ X. XXXXXX
------------------------------------
Title: Joint General Manager
---------------------------------
NATWEST BANK N.A.
By: /s/ XXXXXX XXXX HILL
------------------------------------
Title: Vice President
---------------------------------
THE NIPPON CREDIT BANK, LTD.
By: /s/ XXXXXXXXX XXXXXXXX
------------------------------------
Title: Vice President & Manager
---------------------------------
18
-18-
THE SUMITOMO BANK, LTD. -
HOUSTON AGENCY
By: /s/ TOSHIRO KUBOTA
------------------------------------
Title: Joint General Manager
---------------------------------
SOCIETY NATIONAL BANK
By: /s/ XXXXXX XXXXXXXXX
------------------------------------
Title: Vice President
---------------------------------
UNION BANK
By: /s/ XXXXX XXXXXXXXXX
------------------------------------
Title: Vice President
---------------------------------
XXXXX FARGO BANK, N.A.
By: /s/ XXXXXX XXXXXXX
------------------------------------
Title: Vice President
---------------------------------
XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Title: Sr. Vice Pres. Portfolio Mgr.
---------------------------------
THE SANWA BANK, LIMITED, DALLAS AGENCY
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Title: Vice President
---------------------------------
19
Schedule I
Information Relating to the Company and its Subsidiaries
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
USA Waste Services, Inc. Delaware Texas 5400 LBJ Freeway, Company 150,000,000
Suite 300
Dallas, TX 75240
USA Waste of Oklahoma, Inc. Oklahoma N/A 2001 N Portland Company 500 500
Xxxxxxxxx, XX 00000
XXX Waste of Texas, Inc. Texas N/A 250 S Business 45 Company 1,000 1,000
Xxxxxxxxx, XX 00000
Mission Disposal, Inc. Xxxxx X/X 0000 XX Xxxx 000 XXX Xxxxx of 1,000,000 1,000
Xxx Xxxxxxx, XX 00000 Xxxxx
XXX Waste Services of Texas N/A 00000 Xxxx Xx. XXX Waste of 500,000 500,000
Houston, Inc. (formerly Xxxxxxx, XX 00000 Texas
Best Pak Disposal, Inc.)
Brazoria County Recycling Texas N/A 000 Xxxxx-Xxx Xxxxx Xxxx Company 1,000 1,000
Center, Inc. Xxxxxxx, Xxxxx 00000
Modern Sanitation, Inc. Texas N/A 0000 XXX Xxxxxxx Company 12,000
(formerly EDM Corporation) Suite 300 40,000
Xxxxxx, Xxxxx 00000 Preferred
USA Waste of Illinois, Inc. Illinois N/A 000 Xxxxxx Xxxxxx Xx. Company 10,000 1,000
Xxxx Xxxxx, Xx 00000
Countryside Landfill, Inc. Illinois N/A 00000 X Xxx 00 XXX Waste of 1,000,000 20,000
Xxxxxxxxx, XX 00000 Illinois
Lakeland Properties, Inc. Illinois N/A 00000 X Xxx 00 XXX Waste of 100,000 1,000
Xxxxxxxxx, XX 00000 Illinois
20
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Central Illinois Illinois N/A 0000 XXX Xxxxxxx, XXX Waste of 10,000 1,000
Disposal, Inc. Xxxxx 000 Xxxxxxxx
Xxxxxx, XX 00000
Crystal Lake Disposal, Inc. Delaware Illinois 0000 Xxxxx 000 XXX Waste of 4,000 2,000
Xxxxxxx Xxxx, XX 00000 Xxxxxxxx
XXX Waste Services of Illinois N/A 0000 XXX Xxxxxxx, XXX Xxxxx xx
Xxxxxxx Xxxxxxxx, Inc. Xxxxx 000 Xxxxxxxx
Xxxxxx, XX 00000
Big Dipper Enterprises, North Dakota N/A Hwy 31 Company 50,000 50,000
Inc. Xxxxxxx, N.D. 58040
Waste Recovery Corporation Ohio N/A 0000 X 0xx Xxx. Company 000 000
Xxxxx 000
Xxxxxxxx, XX 00000
XXX Waste of Indiana, Inc. Indiana N/A 0000 X & Xxx 00 Company 10,000 1,000
Xxxxxxxxx, XX 00000
Earthmovers, Inc. Xxxxxxx X/X 00000 Xxxxxx Xxxx 00 XXX Waste of 1,000 100
Elkhart, IN 46517 Indiana
Liberty Landfill, Inc. Indiana N/A 0000 X Xxxxx Xx 00 XXX Waste of 1,000 100
Xxxxxxxxxx, XX 00000 Xxxxxxx
XXX Waste of Arizona, Inc. Arizona N/A 5400 LBJ Freeway, Company 1,000,000 1,000
Xxxxx 000
Xxxxxx, XX 00000
Custom Disposal Service, Arizona N/A 5400 LBJ Freeway, USA Waste of 100,000 Class A 100,000
Inc. Suite 300 Arizona 142,231 Class B 142,231
Xxxxxx, XX 00000
2
21
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Soil Remediation of Delaware Pennsylvania 3201 S 61st Company 1,000 100
Philadelphia, Inc. Xxxxxxxxxxxx, XX 00000
WPP, Inc. Ohio N/A 5400 LBJ Freeway, Company 000
Xxxxx 000
Xxxxxx, XX 00000
Xxxx Xxxxxxxx Xxxxx X. Xxxxxxxx X/X Xxxxx Xxxx Rd. Company 1,000 1,000
Services, Inc. Charleston, W.V. 25304
Envirofil, Inc. Delaware Texas 5400 LBJ Freeway, Company 100,000,000 000
Xxxxx 000
Xxxxxx, XX 00000
Envirofil Services, Inc. Delaware N/A 5400 LBJ Freeway, Envirofil 1,000 000
Xxxxx 000
Xxxxxx, XX 00000
XXX Xx. Xxxxxxxx X/X 0000 XXX Freeway, Envirofil 1,000 000
Xxxxx 000
Xxxxxx, XX 00000
Envirofil of Illinois, Inc. Illinois N/A 00000 X 0000xx Xx. Envirofil 2,000 1,000
Xxxxxx, XX 00000
Xxxxx-Xxxxx, Inc. Missouri N/A 61 NW 850 Envirofil 100,000 100,000
Xxxxxxx, XX 00000
Sacramento Valley California N/A 0000 Xxxxxxx Xxxxx Xx Envirofil 100,000 3,500
Environmental Waste Company Xxxxxxxxxx, XX 00000
Mid-Valley Acquisition Delaware N/A 5400 LBJ Freeway, Envirofil 1,000 1,000
Corporation Xxxxx 000
Xxxxxx, XX 00000
3
22
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
EWA, Inc. Delaware N/A 5400 LBJ Freeway, Envirofil 5,000 1,000
Xxxxx 000
Xxxxxx, XX 00000
Stockton Scavengers California N/A 1240 Navy Dr Envirofil 75,000 8,000
Association Xxxxxxxx, XX 00000
Olympic View Sanitary Washington N/A 00000 XX Xxxxxx Xxxxx Xx. Envirofil 10,000 10,000
Landfill, Inc. Xxxx Xxxxxxx, XX 00000
(formerly Kitsap County
Sanitary Landfill, Inc.)
Xxxx-Air Disposal, Inc. Oregon Washington 000 Xxxxxxx Xx. Envirofil 500 200
Xxxxxxxxx, XX 00000
Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxx X/X 000 Xxxxxxx Xx. Xxxx-Air 1,000 1,000
Inc. Xxxxxxxxx, XX 00000
Xxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxx X/X 000 Xxxxxxx Xx. Xxxx-Air 10,000 1,000
Inc. Xxxxxxxxx, XX 00000
Xxxx Xx Xxxx Corrugated, Washington N/A 000 Xxxxxxx Xx. Xxxx-Air 1,000 500
Ltd. Xxxxxxxxx, XX 00000
Stanwood Xxxxxx Xxxxxxxx, Xxxxxxxxxx X/X 00000 Ninety-Ninth EWA 500 000
Xxx. Xxx. XX
Xxxxxxxx, XX 00000
Environmental Waste of Washington N/A 998 Chuckanut Dr. EWA 5,000,000 100
Skagit County, Inc. Xxxxxxxxxx, XX 00000
4
23
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Offier Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Meadowbrook Carting Co., New Jersey N/A 000 Xxxxxxxx Xx. Envirofil 200 100
Inc. Neptune, N.J. 00000
Xxx-Xxxxxx Xxxxxxxx Xx., Xxx Xxxxxx X/X 000 Xxxxxxxx Xx. Envirofil 1,000 100
Inc. Neptune, N.J. 07753
Quality Recycling Co., Inc. New Jersey N/A 000 Xxxxxxxx Xx. Envirofil 2,500 300
Neptune, N.J. 07753
Forcees, Inc. New Jersey N/A N Mainshore Rd. Envirofil 100 100
Waretown, N.J. 00000
Xxxxx Xxxx, Xxxxxxxx Xxx Xxxxxx X/X 000 Xxxxx Xxxxxx Company
Company Elizabeth, N.J. 07201
Art-Jo Company New Jersey N/A 000 Xxxxx Xxxxxx Company
Elizabeth, N.J. 07201
Xxxxxxx, Inc. New Jersey N/A 000 Xxxxx Xxxxxx Company
Elizabeth, N.J. 07201
Safety Recycling Company, New Jersey N/A 000 Xxxxx Xxxxxx Company
Inc. Elizabeth, N.J. 07201
CleanSoils Fairless Hills, Minnesota Pennsylvania USX Fairless Works Company 1,000,000
Inc. Xxxxxxxx Xxxxx, XX 00000
U.S.A. Waste of Fairless Delaware N/A USX Fairless Works Company
Hills, Inc. Xxxxxxxx Xxxxx, XX 00000
5
24
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
USA Waster Hauling of Delaware Pennsylvania 5400 LBJ Freeway, Company
Philadelphia, Inc. Xxxxx 000
Xxxxxx, Xxxxx 00000
XXX Waster Transfer of Delaware Pennsylvania 5400 LBJ Freeway, Company
Philadelphia Xxxxx 000
Xxxxxx, Xxxxx 00000
Sunray Services, Inc. Delaware Arkansas, 5400 LBJ Freeway, Company
Xxxxx Xxxxx 000
Xxxxxx, Xxxxx 00000
Old Dominion Recycling Virginia N/A 5400 LBJ Freeway, Company
Services, Inc. Xxxxx 000
Xxxxxx, Xxxxx 00000
Xxxxxx Sanitation Services, Arkansas N/A 5400 LBJ Freeway, Company
Inc. Xxxxx 000
Xxxxxx, Xxxxx 00000
XXX Waste of Massachusetts, Massachusetts N/A 5400 LBJ Freeway, Company &
Inc. Xxxxx 000 Xxxxxx
Xxxxxx, Xxxxx 00000 Sanitation
6
25
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Xxxxxxxx Development Delaware Connecticut 5400 LBJ Freeway, Company 100,000,000 A 100
Company, Inc. California Suite 300 50,000,000 B
("Xxxxxxxx") North Carolina Xxxxxx, XX 00000
South Carolina
West Virginia
New Jersey
Pennsylvania
Georgia
Illinois
District of
Columbia
Ohio
Maryland
Virginia
Massachusetts
New York
Xxxxxxxx Clearview Mississippi N/A 5400 LBJ Freeway, Xxxxxxxx of 5,000 1,000
Environmental Suite 300 Georgia, Inc.
Landfill, Inc. Xxxxxx, XX 00000
7
26
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Xxxxxxxx Development of Ohio N/A 000 X. Xxxx Xx. Xxxxxxxx 1,000 500
Ohio, Inc. Xxxxx, XX 00000
Xxxxxxxx Development of Virginia N/A 0000 X. Xxxxx Xx. Xxxxxxxx 5,000 100
Virginia, Inc. Xxxxxxxx, XX 00000 Waste
Systems of
VA, Inc.
Xxxxxxxx Enterprises, Inc. Pennsylvania N/A 5400 LBJ Freeway, Xxxxxxxx 1,000 1,000
Xxxxx 000
Xxxxxx, XX 00000
Xxxxxxxx International, Delaware N/A 5400 LBJ Freeway, Xxxxxxxx 5,000 1,000
Inc. Xxxxx 000
Xxxxxx, XX 00000
Xxxxxxxx Xxxxxx Highlands Pennsylvania N/A R.D. 1 Box 10 Xxxxxxxx 5,000 1,000
Landfill, Inc. Xxxxxx Xx.
Xxxxxxxxxx, XX 00000
Xxxxxxxx Energy, Inc. Virginia N/A Business Rt. 364 Xxxxxxxx Waste 1,000 1,000
(formerly Xxxxxxxx Maplewood VIllage Dell Spg Ctr Systems of VA, Inc.
Landfill, Inc.) Xxxxxx, XX 00000
Xxxxxxxx Medical Pennsylvania N/A One Monroeville Center Xxxxxxxx 100,000 1,000
Technologies, Inc. Xxxxxxxxxxx, XX 00000
(Incorporated 2/12/85)
Xxxxxxxx Medical Pennsylvania N/A One Monroeville Center Xxxxxxxx 100,000,000 A 1,000
Technologies, Inc. Xxxxxxxxxxx, XX 00000 50,000,000
(Incorporated 4/26/91)
8
27
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Xxxxxxxx Medical South Pennsylvania 000 Xxx Xxxxxx Xxxxxxxx 5,000 1,000
Technologies of South Carolina New Jersey Xxxxxxx, XX 00000 Medical
Carolina Inc. Technologies,
Inc.
Xxxxxxxx Xxxxxxxx Xxxxx X/X Xx. 0 Xxx 000 Xxxxxxxx 1,000 100
Landfill, Inc. Carolina Xxxxxxxxxx, XX 00000 Waste Systems
of SC, Inc.
Xxxxxxxx Orange County Florida N/A Xxxxxxxx 5,000 1,000
Landfill, Inc. Waste Systems
of FA, Inc.
Xxxxxxxx Resources, Inc. Pennsylvania N/A 5400 LBJ Freeway, Xxxxxxxx 1,000 000
Xxxxx 000
Xxxxxx, XX 00000
Xxxxxxxx Richland County South N/A 1521 Screaming Eagle Xxxxxxxx 1,000 1,000
Landfill, Inc. Carolina Xxxxx, XX 00000 Waste Systems
of SC, Inc.
Xxxxxxxx Services, Inc. Xxxxxxxx Xxx Xxxx 0000 XXX Xxxxxxx, Xxxxxxxx 1,500 1,000
Virginia Xxxxx 000
Xxxxxxxxxxxx Xxxxxx, XX 00000
Xxxxxxxx Smyrna Lanfill, Georgia N/A 0000 Xxxxxxx Xx. Xxxxxxxx of 100,000 500
Inc. Xxxxxx, XX 00000 Georgia, Inc.
Xxxxxxxx Waste Systems of California N/A 00 Xxxxxxx Xxxxxxx Xxxxxxxx 5,000 1,000
California, Inc. Xxx Xxxx, XX 00000
Xxxxxxxx Waste Systems of Florida N/A 10600 N.E. 128th Xxxxxxxx 5,000 1,000
Florida, Inc. Xxxxxxxxxx, XX 00000
9
28
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Xxxxxxxx Waste Systems of Mississippi X/X Xxxxx 0, Xxx 00X Xxxxxxxx 5,000 1,000
Mississippi, Inc. Xxxx, XX 00000
Xxxxxxxx Waste Systems of New Jersey N/A 0 Xxxxxxxx Xx. Xxxxxxxx of 1,000 1,000
New Jersey, Inc. N. Xxxxxxxxx, XX 00000 New Jersey,
Inc.
Xxxxxxxx Waste Systems of New York N/A 5400 LBJ Freeway, Xxxxxxxx 5,000 1,000
New York, Inc. Xxxxx 000
Xxxxxx, XX 00000
Xxxxxxxx Waste Systems of North N/A 4290 Xxx St. Xxxxxxxx 100 100
North Carolina, Inc. Carolina Xxxxxxxxx, XX 00000
Xxxxxxxx Waste Systems of Ohio N/A 232 S. Main Xxxxxxxx 5,000 1,000
Ohio, Inc. Xxxxx, XX 00000
Xxxxxxxx Waste Systems of Xxxxx Xxxxxx X/X 0000 Xxxxxxx Xxx. Xxxxxxxx 1,000 1,000
Rhode Island, Inc. Xxxxxxxx, XX 00000
Xxxxxxxx Waste Systems of Xxxxx Xxxxx 0000 Xxxxxxxxx Xxxxxxxx 100,000 1,000
South Carolina, Inc. Carolina Carolina Xxxxxxxx, XX 00000
Xxxxxxxx Waste Systems of Texas N/A 0000 Xxxxxxxxxxx Xxx. Xxxxxxxx 1,000,000 1,000
Texas, Inc. Xxxxxx, XX 00000
Xxxxxxxx of Delaware, Inc. Delaware N/A 5400 LBJ Freeway, Xxxxxxxx 1,000 1,000
Xxxxx 000
Xxxxxx, XX 00000
10
29
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Xxxxxxxx of Georgia Georgia N/A 2097 Xxxxxxxx Hwy Xxxxxxxx 100,000 1,000
Xxxxxxxxx, XX 00000
Xxxxxxxx of Illinois Illinois N/A 000 Xxxxxxxxx Xxx. Xxxxxxxx 1,000 1,000
Xxxxxxx, XX 00000
Xxxxxxxx of Indiana, Inc. Indiana N/A 504 Mor-Land Xx. Xxxxxxxx 1,000 1,000
Xxxxxxxxx, XX 00000
Xxxxxxxx of Maryland, Inc. Maryland N/A Xx 0 Xxx 000 Xxxxxxxx 1,000 1,000
Xxxxxxxxx, XX 00000
Xxxxxxxx of Massachusetts, Massachusetts N/A 0000 X. Xxxx Xx. Xxxxxxxx 5,000 1,000
Inc. Xxxxxxxx, XX 00000
Xxxxxxxx of Mississippi, Mississippi X/X Xxxxx 0, Xxx 00X Xxxxxxxx 5,000 1,000
Inc. Xxxx, XX 00000
Xxxxxxxx of New Jersey, New Jersey N/A 0 Xxxxxx Xxx, Xxx 000 Xxxxxxxx 1,000 1,000
Inc. Xxxxxxxxxx, XX 00000
Xxxxxxxx of New Jersey New Jersey Pennsylvania 5400 LBJ Freeway, Chamber of 1,000 1,000
Recycling, Inc. Xxxxx 000 Xxx Xxxxxx,
Xxxxxx, XX 00000 Inc.
Xxxxxxxx of Pennsylvania, Pennsylvania N/A 0000 Xxxxxxxxx Xxxx Xxxxxxxx 3,000 200
Inc. Xxxxxxxxxx, XX 00000
Xxxxxxxx of Tennessee, Inc. Tennessee X/X Xxxxxxxx, XX 00000 Xxxxxxxx 5,000 100
11
30
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other Shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
Xxxxxxxx of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx X/X Xxxxxxxx 3,000 100
Inc.
Dauphin Xxxxxxx, Inc. Pennsylvania N/A Xxxxx 000, XX #0 Xxxxxxxx 10,000 170
Xxxxxxxxxxx, XX 00000
The X. Xxxxxxxxxx Co. Tennessee N/A Remote 1,000 V 5,000
Landfill 5,000 NV
Services Inc.
LCS Services, Inc. Xxxx Xxxxxxxx X/X X. Xxxxxxxx Xxxxxxxx Xxxxxxxx of 15,000 15,000
Allensville, Rd. West
hedgesville, WV 35427 Virginia,
Inc.
Xxxxxxx X. Xxxxxx, Inc. Pennsylvania New Jersey 000 Xxxxxxxxx Xxx. Xxxxxxxx 4,000 2,468
Xxxxxxxxxx, XX 00000
Xxxxxx County Transfer New Jersey Pennsylvania 0 Xxxxxx Xxx, Xxx 000 Xxxxxxxx of 1,000 1,000
Station, Inc. Ohio Xxxxxxxxxx, XX 00000 New Jersey,
Inc.
Rail-It Corporation Illinois N/A 5400 LBJ Freeway, Xxxxxxxx 140,000 140,000
Xxxxx 000
Xxxxxx, XX 00000
Rail-It Limited Partnership Illinois N/A 0000 XXX Xxxxxxx, Xxxx-Xx(XX)
Xxxxx 000
Xxxxxx, XX 00000
Remote Landfill Services, Tennessee N/A 5400 LBJ Freeway, Xxxxxxxx of 1,000 1,000
Inc. Xxxxx 000 Xxxxxxxxx,
Xxxxxx, XX 00000 Inc.
12
31
Jurisdictions Stock
in Ownership
which by the
Jurisdiction Qualified Company Authorized
of as a Foreign Address of Chief and Other shares of Outstanding
Name Incorporation Corporation Executive Officer Subsidiaries* Common Stock Shares
---- ------------- ----------- ------------- ------------- ------------ ------
CDC Services, Inc. Delaware California 5400 LBJ Freeway, Xxxxxxxx 1,000,000 A 1,050,000
Florida Suite 300 500,000 B
Pennsylvania Xxxxxx, XX 00000
Southern Alleghenies Pennsylvania N/A R.D. 3, box 310 U.S. Services 1,000,000 5,000
Disposal Services, Inc. Valley View Dr. Corporation
Xxxxxxxxx, PA 15935
U.S. Services Corporation Pennsylvania N/A 5400 LBJ Freeway, Xxxxxxxx 5,000 A 5,000
Suite 300 5,000 B
Dallas, TX 75240
U.S. Utilities Services Pennsylvania N/A 0000 XXX Xxxxxxx, X.X. Services 1,200,000 1,082,800
Corp. Xxxxx 000 Xxxxxxxxxxx
Xxxxxx, XX 00000
Xxxxxxxx R & B Landfill, Georgia N/A 5400 LBJ Freeway, Xxxxxxxx of 100
Inc. Suite 300 Georgia, Inc.
Xxxxxx, XX 00000
13
32
EXHIBIT 2(g)
New Guarantors
1. White Bros. Trucking Company
2. USA Waste Transfer of Philadelphia, Inc.
3. USA Waste Services of Western Illinois, Inc.
4. Art-Jo Company
5. Brazoria County Recycling Center, Inc.
6. Ellesor, Inc.
7. Xxxxxx Sanitation Service, Inc.
8. Modern Sanitation, Inc.
9. Old Dominion Recycling Service, Inc.
10. Safety Recycling Company, Inc.
11. Sunray Services, Inc.
12. USA Waste of Massachusetts, Inc.
