REPUBLIC SERVICES, INC. FORM OF DEBT UNDERWRITING AGREEMENT
Exhibit 1.1
REPUBLIC SERVICES, INC.
FORM OF DEBT UNDERWRITING AGREEMENT
, 20___
[NAME OF REPRESENTATIVE]
[NAME OF REPRESENTATIVE]
[NAME OF REPRESENTATIVE]
As Representatives of the several Underwriters
Named in Schedule A hereto
Named in Schedule A hereto
c/o [Name of Representative]
[address]
[address]
[address]
[address]
c/o [Name of Representative]
[address]
[address]
[address]
[address]
Ladies and Gentlemen:
Introductory. Republic Services, Inc., a Delaware corporation (the “Company”),
proposes to issue and sell to the several Underwriters named in Schedule A (the
“Underwriters”), acting severally and not jointly, the respective amounts set forth in such
Schedule A of $ aggregate principal amount of the Company’s ___% Notes due ___(the
“Notes”). have agreed to act as representatives of the several
Underwriters (in such capacity, the “Representatives”) in connection with the offering and
sale of the Notes.
The Notes will be issued pursuant to an indenture (the “Base Indenture”), dated as of
, 2009, among the Company, the Guarantors (as defined below) and
,
as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a
supplemental indenture to be dated as of the Closing Date (as defined in Section 2 below) (the
“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository
Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on
or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and the
Depositary.
The payment of principal, premium and interest on the Notes will be fully and unconditionally
guaranteed on a senior unsecured basis, jointly and severally, by the subsidiaries of the Company
listed on Exhibit D hereto and any subsidiary of the Company formed or
acquired after the Closing
Date that executes an additional guarantee in accordance with the terms of the Indenture and, to
the extent provided by the Indenture, their respective successors
and assigns (collectively the “Guarantors”), pursuant to their guarantees (the
“Guarantees”). The Notes and the Guarantees attached thereto are herein collectively
referred to as the “Securities.“The Company has prepared and filed with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (collectively, the “Securities Act”), a
registration statement on Form S-3 (File No. ), including a prospectus, relating to the
Securities. Such registration statement, including the information, if any, deemed pursuant to
Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement
(“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as
used herein, the term “Preliminary Prospectus” means the preliminary prospectus supplement, dated
, , together with the base prospectus included therein dated ,
,
and the term “Prospectus” means the prospectus in the form first used (or made available upon
request of purchasers pursuant to Rule 173 under the Securities Act) in connection with
confirmation of sales of the Securities, which is the final prospectus supplement, dated
, , together with the base prospectus included therein dated , .
If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the
Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term
“Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any
reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents that are or are deemed to be
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of
the effective date of the Registration Statement or the date of such Preliminary Prospectus or the
Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with
respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include any documents filed after such date under the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission promulgated thereunder
(collectively, the “Exchange Act”) that are or are deemed to be incorporated by reference
therein. Capitalized terms used but not defined herein shall have the meanings given to such
terms in the Registration Statement and the Prospectus.
At or prior to the time when sales of the Securities were first made (the “Time of
Sale”), the Company prepared the following information (collectively, the “Time of Sale
Information”): (i) the Preliminary Prospectus and (ii) each “free-writing prospectus” (as
defined pursuant to Rule 405 under the Securities Act) listed on Exhibit C hereto as constituting
part of the Time of Sale Information.
Each of the Company and the Guarantors hereby confirms its agreements with the Underwriters as
follows:
Section 1. Representations and Warranties of the Company and the Guarantors.
Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and
covenants to each Underwriter as of the date hereof, as of the Time of Sale and as of the Closing
Date (in each case, a “Representation Date”), as follows:
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a) Registration Statement and Prospectus. The Registration Statement is an “automatic shelf
registration statement” as defined under Rule 405 of the Securities Act that has been filed with
the Commission not earlier than three years prior to the date hereof; and no notice of objection of
the Commission to the use of such registration statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order
suspending the effectiveness of the Registration Statement has been issued by the Commission and no
proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or
related to the offering has been initiated or threatened by the Commission; as of the applicable
effective date of the Registration Statement and any amendment thereto, the Registration Statement
complied and will comply in all material respects with the Securities Act and the Trust Indenture
Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder
(collectively, the “Trust Indenture Act”), and did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and as of the date of the
Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will
comply in all material respects with the Securities Act and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that the Company and the Guarantors make no representation and warranty
with respect to (i) that part of the Registration Statement that constitutes the Statement of
Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any
statements or omissions made in reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in the Registration Statement and the Prospectus and any amendment or supplement
thereto.
b) Time of Sale Information. The Time of Sale Information, at the Time of Sale did not, and at
the Closing Date will not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that the Company and the Guarantors make no
representation and warranty with respect to any statements or omissions made in reliance upon and
in conformity with information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use in such Time of Sale Information.
c) Issuer Free Writing Prospectus. The Company and the Guarantors (including their agents and
representatives, other than the Underwriters in their capacity as such) have not prepared, made,
used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or
refer to any “written communication” (as defined in Rule 405 under the Securities Act) that
constitutes an offer to sell or solicitation of an offer to buy the Securities (each such
communication by the Company, the Guarantors or their agents and representatives (other than a
communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing
Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section
2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary
Prospectus, (iii) the Prospectus, (iv) each “free-writing prospectus” listed on Exhibit C hereto as
constituting part of the Time of Sale Information and (v) any electronic road show or other written
communications, in each case approved in writing in advance by the Representatives.
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Each such Issuer Free Writing Prospectus complied in all material respects with the Securities
Act, has been or will be (within the time period specified in Rule 433) filed in accordance with
the Securities Act (to the extent required thereby) and, when taken together with the Preliminary
Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not, and at the
Closing Date will not, contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that the Company and the Guarantors make no
representation and warranty with respect to any statements or omissions made in each such Issuer
Free Writing Prospectus in reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in any Issuer Free Writing Prospectus.
d) Incorporated Documents. The documents incorporated or deemed to be incorporated by
reference in the Registration Statement, the Prospectus and the Time of Sale Information (i) at the
time they were or hereafter are filed with the Commission, complied or will comply in all material
respects with the requirements of the Exchange Act and (ii) when read together with the other Time
of Sale Information, at the Time of Sale, and when read together with the other information in the
Prospectus, at the date of the Prospectus and at the Closing Date, did not or will not include an
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading.
e) Status under the Securities Act. The Company is not an ineligible issuer and is a
well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the
times specified in the Securities Act in connection with the offering of the Securities.
f) The Underwriting Agreement. This Agreement has been duly authorized, executed and
delivered by the Company and each of the Guarantors.
g) The Indenture and the DTC Agreement. The Base Indenture has been duly authorized, executed
and delivered by the Company and each of the Guarantors and constitutes a valid and binding
agreement of the Company and each of the Guarantors, enforceable against the Company and each of
the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general equitable principles.
The Supplemental Indenture has been duly authorized and, on the Closing Date, will have been duly
executed and delivered by, and will constitute a valid and binding agreement of, the Company and
each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance
with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles. The Indenture has been duly
qualified under the Trust Indenture Act. The DTC Agreement has been duly authorized, exected and
delivered by, and constitutes a valid and binding agreement of, the Company, enforceable in
accordance with its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable principles.
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h) Authorization of the Notes and the Guarantees. (i) The Notes to be purchased by the
Underwriters from the Company are in the form contemplated by the Indenture, have been duly
authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture and,
at the Closing Date, will have been duly executed by the Company and, when authenticated in the
manner provided for in the Indenture and delivered against payment of the purchase price therefor,
will constitute valid and binding obligations of the Company, enforceable in accordance with their
terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles, and will be entitled to the benefits of
the Indenture. (ii) The Guarantees of the Notes are in the form contemplated by the Indenture,
have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and,
at the Closing Date, will have been duly executed by each of the Guarantors, and, when the Notes
have been authenticated in the manner provided for in the Indenture and delivered against payment
of the purchase price therefor, will constitute valid and binding obligations of each of the
Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by general equitable
principles, and will be entitled to the benefits of the Indenture.
i) Description of the Securities and the Indenture. The Securities and the Indenture conform
in all material respects to the respective descriptions thereof contained in the Registration
Statement, the Time of Sale Information and the Prospectus.
j) Accuracy of Statements. The statements in each of the Registration Statement, the Time of
Sale Information and the Prospectus under the captions “Description of Notes” and “Material United
States Federal Income Tax Considerations,” in each case insofar as such statements constitute a
summary of the legal matters or documents referred to therein, fairly present and summarize, in all
material respects, the matters referred to therein.
k) No Material Adverse Change. Except as otherwise disclosed in the Time of Sale Information,
subsequent to the respective dates as of which information is given in the Time of Sale
Information, (i) neither the Company, the Guarantors nor any of their respective subsidiaries has
sustained any material loss or interference with their respective businesses from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree and (ii) there has been no material adverse change, or any
development that would reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the business, properties, results of operations or
prospects, whether or not arising from transactions in the ordinary course of business, of the
Company, the Guarantors and their respective subsidiaries, considered as one entity (any such
change is called a “Material Adverse Change”).
l) Independent Accountants. The Company’s independent registered public accounting firm, who
have expressed their opinion with respect to the Company’s audited financial statements included or
incorporated by reference in the Registration Statement, the Time of Sale Information and the
Prospectus, are independent public accountants with respect to
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the Company as required by the Securities Act and the Exchange Act and are an independent
registered public accounting firm with the Public Company Accounting Oversight Board.
m) Preparation of the Financial Statements. The financial statements together with the
related notes thereto included or incorporated by reference in the Registration Statement, the Time
of Sale Information and the Prospectus present fairly the consolidated financial position of the
Company and its subsidiaries as of and at the dates indicated and the results of their operations
and cash flows for the periods specified; said financial statements have been prepared in
conformity with generally accepted accounting principles (“GAAP”) as applied in the United
States applied on a consistent basis throughout the periods involved, except as may be expressly
stated in the related notes thereto. The summary historical consolidated financial data included
in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the
information shown therein and have been compiled on a basis consistent with that of the audited
financial statements incorporated by reference in the Registration Statement, the Time of Sale
Information and the Prospectus. There are no financial statements that are required to be included
in the Registration Statement, the Time of Sale Information or the Prospectus that are not included
or incorporated by reference as required. In addition, any pro forma financial
statements of the Company and its subsidiaries and the related notes thereto included or
incorporated by reference in the Registration Statement, the Time of Sale Information and the
Prospectus present fairly the information shown therein, have been prepared in accordance with the
Commission’s rules and guidelines with respect to pro forma financial information and have been
properly compiled on the bases described therein, and the assumptions used in the preparation
thereof are reasonable and the adjustments used therein are appropriate to give effect to the
transactions and circumstances referred to therein.
n) Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company,
the Guarantors and their significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X,
the “Significant Subsidiaries”) has been duly incorporated or formed and is validly
existing as a corporation, limited liability company, partnership or other legal entity, as the
case may be, in good standing under the laws of the jurisdiction of its incorporation or formation,
and each has corporate, limited liability company, partnership or other power and authority to own
or lease, as the case may be, and operate its properties and to conduct its business as described
in the Registration Statement, the Time of Sale Information and the Prospectus and, in the case of
the Company and the Guarantors, to enter into and perform its obligations under this Agreement.
Each of the Company, the Guarantors and each Significant Subsidiary is duly qualified as a foreign
corporation, limited liability company, partnership or other legal entity to transact business and
is in good standing or equivalent status in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the conduct of business,
except for such jurisdictions where the failure to so qualify or to be in good standing would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.
All of the issued and outstanding shares of capital stock of each subsidiary of the Company have
been duly authorized and validly issued, are fully paid and nonassessable and, except in the case
of subsidiaries set forth on Exhibit E hereto, are owned by the Company or a Guarantor, directly or
through their respective subsidiaries, free and clear of any security interest, mortgage, pledge,
lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to
the Company’s most recent Annual Report on Form 10-K which is required to be so listed.
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o) Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding
capital stock of the Company is as set forth in the Registration Statement, the Time of Sale
Information and the Prospectus under the caption “Capitalization” (other than for subsequent
issuances, if any, pursuant to employee benefit plans or upon exercise of outstanding options, in
each case, described in the documents incorporated by reference in the Registration Statement, the
Time of Sale Information and the Prospectus, as the case may be).
p) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.
None of the Company, the Guarantors nor any of their respective subsidiaries is (i) in violation
of or in default under (or, with the giving of notice or lapse of time or both, would be in
default) (“Default”) its articles of incorporation, charter, by-laws, limited liability
company agreement or limited partnership agreement, as applicable, (ii) in Default under any
indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or
other agreement, obligation, condition, covenant or instrument to which it or any of its
subsidiaries is a party or by which it or any of them may be bound or to which any of the property
or assets of it or any of its subsidiaries is subject (each, an “Existing Instrument”) or
(iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company, any of the Guarantors or any of their respective subsidiaries or any
of their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such
Defaults or violations as would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Change. The execution, delivery and performance by the Company and
the Guarantors of this Agreement and the Indenture and consummation of the transactions
contemplated hereby and thereby and by the Registration Statement, the Time of Sale Information and
the Prospectus (i) have been duly authorized by all necessary corporate, limited liability company
or limited partnership action by the Company and the Guarantors and will not result in any Default
under the articles of incorporation, charter, bylaws, limited liability company or limited
partnership agreement of the Company, any of the Guarantors or any of their respective
subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment
Triggering Event (as defined below) under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company, any of the Guarantors or any of
their respective subsidiaries pursuant to, or require the consent of any other party to, any
Existing Instrument, and (iii) will not result in any violation of any statute, law, rule,
regulation, judgment, order or decree applicable to the Company, any of the Guarantors or any of
their respective subsidiaries of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the Company, any of the Guarantors or
any of their respective subsidiaries or any of their respective properties except, with respect to
clauses (ii) and (iii) only, for such conflicts, Defaults, Debt Repayment Triggering Events or
violations as would not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Change or adversely affect the consummation of the transactions contemplated by
this Agreement. No consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental or regulatory authority or agency is required for the
execution, delivery and performance by the Company and the Guarantors of this Agreement or the
issuance and sale of the Securities or consummation of the transactions contemplated hereby or
thereby or by the Registration Statement, the Time of Sale Information and the Prospectus, except
such as have been obtained or made by the Company or the Guarantors and are in full force and
effect under the Securities Act, applicable state securities
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or blue sky laws or foreign securities laws. As used herein, a “Debt Repayment Triggering
Event” means any event or condition which gives, or with the giving of notice or lapse of time
or both would give, the holder of any note, debenture or other evidence of indebtedness (or any
person acting on such holder’s behalf) issued by the Company or any of its subsidiaries, the right
to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the
Company or any of its subsidiaries.
q) No Material Actions or Proceedings. Except as disclosed in the Registration Statement, the
Time of Sale Information and the Prospectus, there are no legal or governmental actions, suits or
proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting
the Company, any of the Guarantors or any of their respective subsidiaries, (ii) which has as the
subject thereof any officer or director of, or property owned or leased by, the Company, any of the
Guarantors or any of their respective subsidiaries or (iii) relating to environmental or
discrimination matters related to the Company, any of the Guarantors or any of their respective
subsidiaries, where any such action, suit or proceeding, if determined adversely, would,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or
adversely affect the consummation of the transactions contemplated by this Agreement.
r) Labor Matters. No material dispute with the employees of the Company, any of the
Guarantors or any of their respective subsidiaries exists, and the Company is not aware of any
existing or imminent labor disturbance by the employees of any of its or its subsidiaries’
principal suppliers, contractors or customers, that in either case would, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Change.
s) All Necessary Permits, etc. The Company, the Guarantors and each of their subsidiaries
possess such valid and current certificates, authorizations, permits, licenses, approvals, consents
and other authorizations issued by the appropriate state, federal or foreign regulatory agencies or
bodies necessary to conduct their respective businesses, and none of the Company, the Guarantors or
any of their subsidiaries has received any notice of proceedings relating to the revocation or
modification of, or non-compliance with, any such certificate, authorization, permit, license,
approval, consent or other authorization which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would reasonably be expected to result in a Material
Adverse Change.
t) Title to Properties. Except as otherwise disclosed in the Registration Statement, the Time
of Sale Information and the Prospectus, the Company, the Guarantors and each of their respective
subsidiaries has good and marketable title to all the properties and assets reflected as owned in
the financial statements referred to in Section 1(m) above (or elsewhere in the Registration
Statement, the Time of Sale Information and the Prospectus), in each case free and clear of any
security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such
as do not materially and adversely affect the value of such property and do not materially
interfere with the use made or proposed to be made of such property by the Company, the Guarantors
or such subsidiary. The real property, improvements, equipment and personal property held under
lease by the Company, any of the Guarantors and any of their respective subsidiaries are held under
valid and enforceable leases, with such exceptions as are not material and do not materially
interfere with the use made or proposed to be made of such
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real property, improvements, equipment or personal property by the Company, the Guarantors or
any of their respective subsidiaries, as the case may be.
u) Tax Law Compliance. The Company, the Guarantors and their respective subsidiaries have
filed all necessary federal, state, local and foreign income and franchise tax returns in a timely
manner and have paid all taxes required to be paid by any of them and, if due and payable, any
related or similar assessment, fine or penalty levied against any of them, except for any taxes,
assessments, fines or penalties as may be being contested in good faith and by appropriate
proceedings, except where a default to make such filings or payments would not reasonably be
expected to result in a Material Adverse Change. The Company, the Guarantors and their respective
subsidiaries have made appropriate provisions in the applicable financial statements referred to in
Section 1(m) above in respect of all federal, state, local and foreign income and franchise taxes
for all current or prior periods as to which the tax liability of the Company, the Guarantors or
any of their respective subsidiaries has not been finally determined.
v) Not an Investment Company. Each of the Company and the Guarantors is not, and after
receipt of payment for the Securities and the application of the proceeds thereof as contemplated
under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Information and
the Prospectus will not be, required to register as an “investment company” within the meaning of
the Investment Company Act of 1940, as amended.
w) Insurance. The Company, the Guarantors and each of their respective subsidiaries are
insured by recognized, financially sound and reputable institutions with policies in such amounts
and with such deductibles and covering such risks as are generally deemed adequate and customary
for their businesses. All policies of insurance insuring the Company, the Guarantors or any of
their respective subsidiaries or their respective businesses, assets, employees, officers and
directors are in full force and effect.
x) No Price Stabilization or Manipulation. None of Company, the Guarantors or any of their
respective subsidiaries has taken or will take, directly or indirectly, any action designed to or
that would be reasonably expected to cause or result in stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Securities.
y) Related Party Transactions. There are no business relationships or related-party
transactions involving the Company, the Guarantors or any of their respective subsidiaries or any
other person required to be described in the Registration Statement, the Time of Sale Information
and the Prospectus that have not been described as required.
z) No Registration Rights. No person has the right to require the Company or any of its
subsidiaries to register any securities for sale under the Securities Act by reason of the filing
of the Registration Statement with the Commission or the issuance and sale of the Securities.
aa) No Unlawful Contributions or Other Payments. None of the Company, the Guarantors, any of
their respective subsidiaries or, to the best of the Company’s and Guarantors’ knowledge, any
director, officer, agent, employee or affiliate of the Company, any of the Guarantors or any of
their respective subsidiaries is aware of or has taken any action, directly or
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indirectly, that would result in a violation by such persons of the FCPA, including, without
limitation, making use of the mails or any means or instrumentality of interstate commerce
corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of
any money, or other property, gift, promise to give, or authorization of the giving of anything of
value to any “foreign official” (as such term is defined in the FCPA) or any foreign political
party or official thereof or any candidate for foreign political office, in contravention of the
FCPA, and the Company, the Guarantors and their respective subsidiaries and, to the best of the
Company’s and the Guarantors’ knowledge, their affiliates have conducted their businesses in
compliance with the FCPA and have, to the extent necessary, instituted and maintained policies and
procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.
“FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder.
bb) No Conflict with Money Laundering Laws. The operations of the Company, the Guarantors and
their respective subsidiaries are and have been conducted at all times in compliance in all
material respects with applicable financial recordkeeping and reporting requirements of the
Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes
of all applicable jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company, the
Guarantors or any of their respective subsidiaries with respect to the Money Laundering Laws is
pending or, to the best knowledge of the Company and the Guarantors, threatened.
cc) No Conflict with OFAC Laws. None of the Company, the Guarantors or any of their
respective subsidiaries nor, to the best knowledge of the Company and the Guarantors, any director,
officer, agent, employee or affiliate of the Company or the Guarantors or any of their respective
subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company and the Guarantors
will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds, to any subsidiary, joint venture partner or other person or entity,
for the purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.
dd) Compliance with Environmental Laws. Except as otherwise disclosed in the Registration
Statement, the Time of Sale Information and the Prospectus, (i) none of the Company, the Guarantors
or any of their respective subsidiaries is in violation of any federal, state, local or foreign
law, regulation, order, permit or other requirement relating to pollution or protection of human
health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata) or wildlife, including without limitation, laws and regulations
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products
(collectively, “Materials of Environmental Concern”), or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
10
transport or handling of Materials of Environment Concern (collectively, “Environmental
Laws”), which violation includes, but is not limited to, noncompliance with any permits or
other governmental authorizations required for the operation of the business of the Company, the
Guarantors and their respective subsidiaries under applicable Environmental Laws, or noncompliance
with the terms and conditions thereof, nor have the Company, any of the Guarantors or any of their
respective subsidiaries received any written communication that alleges that the Company, any of
the Guarantors or any of their respective subsidiaries is in violation of any Environmental Law,
except in each case as would not, individually or in the aggregate, reasonably be expected to
result in Material Adverse Change; (ii) there is no claim, action or cause of action filed with a
court or governmental authority, no investigation with respect to which the Company or any of the
Guarantors has received written notice, and no written notice by any person or entity to the
Company, the Guarantors or any of their respective subsidiaries alleging potential liability for
investigatory costs, cleanup costs, governmental responses costs, natural resources damages,
property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or
resulting from the presence, or release into the environment, of any Material of Environmental
Concern at any location owned, leased or operated by the Company, any of the Guarantors or any of
their subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or,
to the best knowledge of the Company and the Guarantors, threatened against the Company, any of the
Guarantors or any of their subsidiaries, except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change; and (iii) to the best knowledge of
the Company and the Guarantors, there are no past, present or anticipated future actions,
activities, circumstances, conditions, events or incidents, including, without limitation, the
release, emission, discharge, presence or disposal of any Material of Environmental Concern, that
reasonably would be expected to result in a violation of any Environmental Law, require
expenditures to be incurred pursuant to Environmental Law, or form the basis of a potential
Environmental Claim against the Company, any of the Guarantors or any of their respective
subsidiaries, except as would not, individually or in the aggregate, reasonably be expect to result
in a Material Adverse Change.
ee) Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company
and any of the Company’s directors or officers, in their capacities as such, to comply in any
material respect with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including
Section 402 related to loans and Sections 302 and 906 related to certifications.
ff) Company’s Accounting System. The Company and its subsidiaries maintain effective internal
control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.
gg) Internal Controls and Procedures. The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (A) transactions are executed in
accordance with management’s general or specific authorizations; (B) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (C) access to assets is permitted only
in accordance with management’s general or specific authorization; and (D) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
11
hh) No Material Weakness in Internal Controls. Except as disclosed in the Registration
Statement, the Time of Sale Information and the Prospectus, since the end of the Company’s most
recent audited fiscal year, there has been (i) no material weakness in the Company’s internal
control over financial reporting (whether or not remediated) and (ii) no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
ii) Disclosure Controls and Procedures. The Company maintains an effective system of
“disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act). The
Company has carried out evaluations of the effectiveness of its disclosure controls and procedures
as required by Rule 13a-15 of the Exchange Act.
Any certificate signed by an officer of the Company and delivered to the Representatives or to
counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to
each Underwriter as to the matters set forth therein.
Section 2. Purchase, Sale and Delivery of the Securities.
a) The Securities. Each of the Company and the Guarantors agrees to issue and sell to the
several Underwriters, severally and not jointly, all of the Securities upon the terms herein set
forth. On the basis of the representations, warranties and agreements herein contained, and upon
the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not
jointly, to purchase from the Company and the Guarantors the aggregate principal amount of
Securities set forth opposite their names on Schedule A at a purchase price of ___% of the
principal amount of the Securities, payable on the Closing Date. The Company and the Guarantors
will not be obligated to deliver any of the Securities except upon payment for all the Securities
to be purchased as provided herein.
b) The Closing Date. Delivery of certificates for the Securities in global form to be
purchased by the Underwriters and payment therefor shall be made at the offices of counsel for the
Representatives (or such other place as may be agreed to by the Company and the Representatives) at
9:00 a.m., New York City time, on , 20___, or such other time and date as the
Representatives and the Company shall mutually agree (the time and date of such closing are called
the “Closing Date”).
c) Offering of the Securities. The Representatives hereby advise the Company and the
Guarantors that the Underwriters intend to offer for sale, in the manner described in the
Registration Statement, the Time of Sale Information and the Prospectus, their respective portions
of the Securities as soon after the execution and delivery of this Agreement as the
Representatives, in their sole judgment, have determined is advisable and practicable.
d) Payment for the Securities. Payment for the Securities shall be made on the Closing Date
by wire transfer of immediately available funds to the order of the Company.
It is understood that the Representatives have been authorized, for their own accounts and for
the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment
of the purchase price for, the Securities that the Underwriters have agreed to purchase. The
Representatives may (but shall not be obligated to) make payment for any Securities to be
12
purchased by any Underwriter whose funds shall not have been received by the Representatives
by the Closing Date for the account of such Underwriter, but any such payment shall not relieve
such Underwriter from any of its obligations under this Agreement.
e) Delivery of the Securities. The Company shall deliver, or cause to be delivered, to the
Representatives for the accounts of the several Underwriters certificates for the Securities on the
Closing Date, against the irrevocable release of a wire transfer of immediately available funds for
the amount of the purchase price therefor. The certificates for the Securities shall be in such
denominations and registered in such names and denominations as the Representatives shall have
requested at least two full business days prior to the Closing Date and shall be made available for
inspection on the business day preceding the Closing Date at a location in New York City, as the
Representatives may designate. Time shall be of the essence, and delivery at the time and place
specified in this Agreement is a further condition to the obligations of the Underwriters.
Section 3. Covenants of the Company and the Guarantors.
Each of the Company and the Guarantors covenants and agrees with each Underwriter as follows:
a) Preparation of Final Prospectus; Underwriters’ Review of Proposed Amendments and
Supplements. The Company will file the final Prospectus with the Commission within the time
periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file
any Issuer Free Writing Prospectus (including the Pricing Term Sheet in the form of Exhibit B
hereto) to the extent required by Rule 433 under the Securities Act, and will file promptly all
reports and any definitive proxy or information statements required to be filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of the Prospectus and for so long as the delivery of a prospectus is required in connection
with the offering or sale of the Securities; and the Company will furnish copies of the Prospectus
and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the
Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next
succeeding the date of this Agreement in such quantities as the Representatives may reasonably
request. The Company will pay the registration fees for this offering within the time period
required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso
therein) and in any event prior to the Closing Date. Before using, authorizing, approving,
referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or
supplement to the Registration Statement or the Prospectus, the Company will furnish to the
Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing
Prospectus, amendment or supplement for review and will not use, authorize, approve, refer to or
file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to
which the Representatives have reasonably and promptly objected; provided, however, that nothing
herein shall prohibit the Company or any Guarantor from filing any document pursuant to the
Exchange Act so long as the Underwriters have been (x) provided with notice of the Company’s or
such Guarantor’s intention to make such filing as soon as practicable and (y) furnished with a copy
of the proposed filing in advance of the filing thereof with the Commission.
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b) Amendments and Supplements to the Prospectus and Other Securities Act Matters. If, prior
to the later of (x) the Closing Date and (y) the end of the Prospectus Delivery Period (as defined
below), any event shall occur or condition exist as a result of which (i) the Time of Sale
Information (prior to the Closing Date) or the Prospectus (prior to the later of the Closing Date
and the end of the Prospectus Delivery Period), in both cases as then amended or supplemented,
would include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances, not misleading or (ii)
it is necessary to amend or supplement the Time of Sale Information (prior to the Closing Date) or
the Prospectus (prior to the later of the Closing Date and the end of the Prospectus Delivery
Period) to comply with law, the Company and the Guarantors will promptly notify the Underwriters
thereof and forthwith prepare and, subject to paragraph (a) above, file with the Commission (to the
extent required) and furnish to the Underwriters and to such dealers as the Representatives may
designate, such amendments or supplements to the Time of Sale Information (prior to the Closing
Date) or the Prospectus (prior to the later of the Closing Date and the end of the Prospectus
Delivery Period) as may be necessary so that the statements in the Time of Sale Information (prior
to the Closing Date) or the Prospectus (prior to the later of the Closing Date and the end of the
Prospectus Delivery Period), in both cases as so amended or supplemented will not, in the light of
the circumstances, be misleading or so that the Time of Sale Information (prior to the Closing
Date) or the Prospectus (prior to the later of the Closing Date and the end of the Prospectus
Delivery Period) will comply with law.
The Company and the Guarantors hereby expressly acknowledge that the indemnification and
contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each
registration statement, prospectus, amendment or supplement referred to in this Section 3.
c) Copies of the Registration Statement, the Time of Sale Information and the Prospectus. The
Company and the Guarantors agree to furnish the Underwriters, without charge, as many copies of the
Registration Statement, the Time of Sale Information and the Prospectus and any amendments and
supplements thereto as they shall have reasonably requested through the later of the Closing Date
and the end of the Prospectus Delivery Period. As used herein, the term “Prospectus Delivery
Period” means such period of time after the first date of the public offering of the Securities as
in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required
by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in
connection with sales of the Securities by any Underwriter or dealer.
d) Notice to the Representatives. The Company will advise the Representatives promptly, and
confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed
or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus
or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for
any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the
receipt of any comments from the Commission relating to the Registration Statement or any other
request by the Commission for any additional information; (iv) of the issuance by the Commission of
any order suspending the effectiveness of the Registration Statement or preventing or suspending
the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any
proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence
of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of
Sale Information or any Issuer
14
Free Writing Prospectus as then amended or supplemented would include any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances existing when the
Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to
a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the
Commission to the use of the Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any
notice with respect to any suspension of the qualification of the Securities for offer and sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the
Company will use its reasonable best efforts to prevent the issuance of any such order suspending
the effectiveness of the Registration Statement, preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities
and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.
e) Blue Sky Compliance. Each of the Company and the Guarantors shall cooperate with the
Representatives and counsel for the Underwriters to qualify or register the Securities for sale
under (or obtain exemptions from the application of) the state securities or blue sky laws of those
jurisdictions designated by the Representatives, shall comply with such laws and shall continue
such qualifications, registrations and exemptions in effect so long as required for the
distribution of the Securities. None of the Company or the Guarantors shall be required to qualify
to transact business or to take any action that would subject it to general service of process in
any such jurisdiction where it is not presently qualified or where it would be subject to taxation
as a foreign business. The Company and the Guarantors will advise the Representatives promptly of
the suspension of the qualification or registration of (or any such exemption relating to) the
Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any
proceeding for any such purpose, and in the event of the issuance of any order suspending such
qualification, registration or exemption, each of the Company and the Guarantors shall use its
reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
f) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Securities
sold by it in the manner described under the caption “Use of Proceeds” in the Registration
Statement, the Time of Sale Information and the Prospectus.
g) Depositary. The Company and the Guarantors will cooperate with the Underwriters and use
its best efforts to permit the Securities to be eligible for clearance and settlement through the
facilities of the Depositary.
h) Periodic Reporting Obligations. Prior to the end of the Prospectus Delivery Period, the
Company shall file, on a timely basis, with the Commission and the New York Stock Exchange all
reports and documents required to be filed under Section 13 or 15 of the Exchange Act. The Company
will make generally available to its security holders and the Representatives as soon as
practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities
Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve
months beginning with the first fiscal quarter of the Company occurring after the “effective date”
(as defined in Rule 158) of the Registration Statement.
15
i) Agreement Not to Offer or Sell Additional Securities. During the period commencing on the
date hereof and ending on the Closing Date, the Company, the Guarantors and their respective
subsidiaries will not, without the prior written consent of the Representatives (which consent may
be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer,
contract or grant any option to sell, pledge, transfer or establish an open “put equivalent
position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or
transfer, or announce the offering of, or file any registration statement under the Securities Act
in respect of, any debt securities of the Company, the Guarantors or any of their respective
subsidiaries similar to the Securities or securities exchangeable for or convertible into debt
securities similar to the Securities (other than as contemplated by this Agreement with respect to
the Securities).
j) No Manipulation of Price. The Company and the Guarantors will not take, directly or
indirectly, any action designed to cause or result in, or that has constituted or might reasonably
be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation
of the price of any securities of the Company or the Guarantors to facilitate the sale or resale of
the Securities.
k) Record Retention. The Company will, pursuant to reasonable procedures developed in good
faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission
in accordance with Rule 433 under the Securities Act.
The Representatives, on behalf of the several Underwriters, may, in their sole discretion,
waive in writing the performance by the Company or any of the Guarantors of any one or more of the
foregoing covenants or extend the time for their performance.Section 4. Payment of
Expenses. Each of the Company and the Guarantors agrees to pay all costs, fees and expenses
incurred in connection with the performance of its obligations hereunder and in connection with the
transactions contemplated hereby, including without limitation (i) all expenses incident to the
issuance and delivery of the Securities (including all printing and engraving costs), (ii) all
necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the
Securities, (iii) all fees and expenses of the Company’s and Guarantors’ counsel, independent
public or certified public accountants and other advisors, (iv) all costs and expenses incurred in
connection with the preparation, printing, filing, shipping and distribution of the Registration
Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale
Information and the Prospectus, and all amendments and supplements thereto, and this Agreement, the
Indenture, the DTC Agreement and the Securities, (v) all filing fees, attorneys’ fees and expenses
incurred by the Company, the Guarantors or the Underwriters in connection with qualifying or
registering (or obtaining exemptions from the qualification or registration of) all or any part of
the Securities for offer and sale under the state securities or blue sky laws and preparing a “Blue
Sky Survey” or memorandum, and any supplements thereto, (vi) the fees and expenses of the Trustee,
including the fees and disbursements of counsel for the Trustee in connection with the Indenture
and the Securities, (vii) any fees payable in connection with the rating of the Securities with the
ratings agencies, (viii) all fees and expenses (including reasonable fees and expenses of counsel)
of the Company and the Guarantors in connection with approval of the Securities by the Depositary
for “book-entry” transfer, (ix) the filing fees incident to, and the reasonable fees and
disbursements of counsel to the Underwriters in connection with, the review by the Financial
Industry Regulatory Authority of the terms of the
16
sale of the Securities and (x) all other fees, costs and expenses incurred in connection with
the performance of its obligations hereunder for which provision is not otherwise made in this
Section. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Underwriters
shall pay their own expenses, including the fees and disbursements of their counsel.
Section 5. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Securities as provided herein on the Closing
Date shall be subject to the accuracy of the representations and warranties on the part of the
Company and the Guarantors set forth in Section 1 hereof as of each Representation Date as though
then made and to the timely performance by the Company and the Guarantors of its covenants and
other obligations hereunder, and to each of the following additional conditions:
a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule
401(g)(2) or pursuant to Section 8A under the Securities Act, shall be pending before or threatened
by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely
filed with the Commission under the Securities Act (in the case of an Issuer Free Writing
Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with
Section 3(a) hereof; and all requests by the Commission for additional information shall have been
complied with to the reasonable satisfaction of the Representatives.
b) Accountants’ Comfort Letter. On the date hereof, the Representatives shall have received
from the Company’s independent registered public accountants a letter dated the date hereof
addressed to the Underwriters, in form and substance satisfactory to the Representatives with
respect to the audited and unaudited financial statements and certain financial information
contained or incorporated by reference in the Registration Statement, the Time of Sale Information
and the Prospectus.
c) Bring-down Comfort Letter. On the Closing Date, the Representatives shall have received
from the Company’s independent registered public accountants a letter dated such date, in form and
substance satisfactory to the Representatives, to the effect that they reaffirm the statements made
in the letter furnished by them pursuant to subsection (b) of this Section 5, except that the
specified date referred to therein for the carrying out of procedures shall be no more than three
business days prior to the Closing Date.
d) No Material Adverse Change or Ratings Agency Change. For the period from and after the
date of this Agreement and prior to the Closing Date:
(i) in the judgment of the Representatives there shall not have occurred any Material
Adverse Change;
(ii) there shall not have been any change or decrease specified in the letter of the
Company’s independent registered public accountants referred to in paragraph (c) of this
Section 5 which is, in the judgment of the Representatives, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Registration Statement, the Time of Sale Information and
the Prospectus; and
17
(iii) there shall not have occurred any downgrading, nor shall any notice have been
given of any intended or potential downgrading or of any review for a possible change that
does not indicate the direction of the possible change, in the rating accorded any
securities of the Company or any of its subsidiaries by any “nationally recognized
statistical rating organization” as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act.
e) Opinions of Counsel for the Company and the Guarantors. On the Closing Date, the
Representatives shall have received the favorable opinions of Xxxxx Xxxxx LLP, counsel for the
Company and the Guarantors, dated as of such Closing Date, the forms of which are attached as
Exhibits A-1 to A-3 and the favorable opinion of Xxxxxxx X. Xxxxxxx, Executive Vice President and
General Counsel of the Company, dated as of such Closing Date, the form of which is attached as
Exhibit A-4.
f) Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall
have received the favorable opinion of , counsel for the Underwriters, dated
as of such Closing Date, with respect to such matters as may be reasonably requested by the
Underwriters.
g) Officers’ Certificate. On the Closing Date, the Representatives shall have received (i) a
written certificate executed by the Chairman of the Board, the Chief Executive Officer or the
President of the Company and the Chief Financial Officer or Chief Accounting Officer of the
Company, and (ii) a written certificate executed by an officer of each Guarantor, dated as of such
Closing Date, to the effect that:
(i) the representations, warranties and covenants of the Company and the Guarantors
set forth in Section 1 of this Agreement are true and correct with the same force and effect
as though expressly made on and as of such Closing Date; and
(ii) each of the Company and the Guarantors has complied with all the agreements
hereunder and satisfied all the conditions on its part to be performed or satisfied
hereunder at or prior to such Closing Date.
h) The Supplemental Indenture. The Company and the Guarantors shall
have entered into the Supplemental Indenture and the Underwriters shall have received
executed counterparts thereof.
i) No Objection. Either no filing with the Financial Industry Regulatory Authority, Inc.
(“FINRA”) shall be required, or FINRA shall have confirmed that it has not raised any objection
with respect to the fairness and reasonableness of the underwriting terms and arrangements.
j) Additional Documents. On or before the Closing Date, the Representatives and counsel for
the Underwriters shall have received such information, documents and opinions as they may
reasonably require for the purposes of enabling them to pass upon the issuance and sale of the
Securities as contemplated herein, or in order to evidence the accuracy of any of the
representations and warranties, or the satisfaction of any of the conditions or agreements, herein
contained.
18
If any condition specified in this Section 5 is not satisfied when and as required to be
satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any
time on or prior to the Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Sections 4, 6, 8, 9 and 17 shall at all times be
effective and shall survive such termination.
Section 6. Reimbursement of Underwriters’ Expenses. If this Agreement is terminated
by the Representatives pursuant to Section 5, 11(i) (solely as it applies to a suspension or
limitation in trading or quotation in any of the Company’s securities) or 11(iv), or if the sale to
the Underwriters of the Securities on the Closing Date is not consummated because of any refusal,
inability or failure on the part of the Company or any Guarantor to perform any agreement herein or
to comply with any provision hereof, the Company and the Guarantors agree to reimburse the
Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement
with respect to themselves), severally, upon demand for all reasonable out-of-pocket expenses that
shall have been incurred by the Representatives and the Underwriters in connection with the
proposed purchase and the offering and sale of the Securities, including but not limited to
reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage,
facsimile and telephone charges.
Section 7. Certain Agreements of the Underwriters. Each Underwriter hereby
represents and agrees that:
(A) It has not and will not use, authorize use of, refer to, or participate in the planning
for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act
(which term includes use of any written information furnished to the Commission by the Company
and not incorporated by reference into the Registration Statement and any press release issued
by the Company) other than (i) a free writing prospectus that, solely as a result of use by such
underwriter, would not trigger an obligation to file such free writing prospectus with the
Commission pursuant to Rule 433, (ii) any free writing prospectus listed on Exhibit C (including
any electronic road show or other written communications, in each case approved in writing in
advance by the Representatives), or (iii) any free writing prospectus prepared by such
underwriter and approved by the Company in writing in advance. Notwithstanding the foregoing,
the Underwriters may use a term sheet substantially in the form of Exhibit B hereto without the
consent of the Company.
(B) It is not subject to any pending proceeding under Section 8A of the Securities Act with
respect to the offering (and will promptly notify the Company if any such proceeding against it
is initiated during the Prospectus Delivery Period).
Section 8. Indemnification.
(a) Indemnification of the Underwriters. Each of the Company and the Guarantors, jointly and
severally, agree to indemnify and hold harmless each Underwriter, its directors, officers,
employees and agents, and each person, if any, who controls any Underwriter within the meaning of
the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as
incurred, to which such Underwriter or such director, officer, employee, agent or controlling
person may become subject, under the Securities Act, the Exchange Act or other
19
federal or state statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written consent of the
Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof
as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any amendment thereto or
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, or (ii) any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus (or any amendment or
supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information or any
omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
and to reimburse each Underwriter and each such director, officer, employee, agent and controlling
person for any and all expenses (including the reasonable fees and disbursements of counsel chosen
by ) as such expenses are reasonably incurred by such Underwriters or such
director, officer, employee, agent or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not apply to any loss,
claim, damage, liability or expense to the extent, but only to the extent, arising out of or based
upon any untrue statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the Company by or on behalf
of any Underwriter through the Representatives expressly for use in the Registration Statement (or
any amendment thereto), the Prospectus (or any amendment or supplement thereto, any Issuer Free
Writing Prospectus or any Time of Sale Information. The indemnity agreement set forth in this
Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.
(b) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, each Guarantor, each of their respective directors,
officers and employees and each person, if any, who controls the Company or any Guarantor within
the meaning of the Securities Act or the Exchange Act to the same extent as the indemnity set forth
in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that
arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating to such Underwriter
furnished to the Company in writing by such Underwriter through the Representatives expressly for
use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or
supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information; and to
reimburse the Company, any Guarantor and each such director, officer, employee or controlling
person for any and all expenses (including the reasonable fees and disbursements of their counsel)
as such expenses are reasonably incurred by the Company, any Guarantor or such director, officer,
employee or controlling person in connection with investigating, defending, settling, compromising
or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the
Guarantors hereby acknowledges that the only information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration Statement (or any
amendment thereto), the Prospectus (or any amendment or supplement thereto), any Issuer Free
Writing Prospectus or any Time of Sale Information are the statements set forth in
. The
20
indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities
that each Underwriter may otherwise have.
(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an
indemnified party under this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against an indemnifying party
under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any liability which it may
have to any indemnified party for contribution or otherwise than under the indemnity agreement
contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such
failure. In case any such action is brought against any indemnified party and such indemnified
party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be
entitled to participate in, and, to the extent that it shall elect, jointly with all other
indemnifying parties similarly notified, by written notice delivered to the indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such indemnified party;
provided, however, such indemnified party shall have the right to employ its own counsel in any
such action and to participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party, unless: (i) the employment of such counsel has
been specifically authorized in writing by the indemnifying party; (ii) the indemnifying party has
failed promptly to assume the defense and employ counsel reasonably satisfactory to the indemnified
party; or (iii) the named parties to any such action (including any impleaded parties) include both
such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and
such indemnified party shall have reasonably concluded, based on advice from counsel, that either
(x) there may be one or more legal defenses available to it which are different from or additional
to those available to the indemnifying party or such affiliate of the indemnifying party or (y) a
conflict may exist between such indemnified party and the indemnifying party or such affiliate of
the indemnifying party (it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or related actions, be
liable for the fees and expenses of more than one separate firm of attorneys (in addition to a
single firm of local counsel) for all such indemnified parties, which firm shall be designated in
writing by ___and that all such reasonable fees and expenses shall be reimbursed as they
are incurred). Upon receipt of notice from the indemnifying party to such indemnified party of
such indemnifying party’s election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence, in which case the
reasonable fees and expenses of counsel shall be at the expense of the indemnifying party.
(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it
21
shall be liable for any settlement of any proceeding effected without its written consent if
(i) such settlement is entered into more than 30 days after receipt by such indemnifying party of
the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request or disputed in good faith the indemnified party’s entitlement
to such reimbursement prior to the date of such settlement. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement, compromise or consent to
the entry of judgment in any pending or threatened action, suit or proceeding in respect of which
any indemnified party is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an
unconditional release of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
Section 9. Contribution. If the indemnification provided for in Section 8 is for
any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then
each indemnifying party shall contribute to the aggregate amount paid or payable by such
indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses
referred to therein (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Underwriters, on the other
hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the Guarantors, on the one hand, and the Underwriters, on the
other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Guarantors, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total net proceeds from
the offering of the Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the Guarantors, and the total discount received by the Underwriters, in each case
as set forth in the table on the cover of the Prospectus, bear to the aggregate initial offering
price of the Securities. The relative fault of the Company and the Guarantors, on the one hand,
and the Underwriters, on the other hand, shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company and the
Guarantors, on the one hand, or the Underwriters, on the other hand, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the limitations set forth in
Section 8(c), any reasonable legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim. The provisions set forth in
Section 8 hereof with respect to notice of commencement of any action shall apply if a claim for
contribution is to be made under this Section 9; provided, however, that no additional notice
22
shall be required with respect to any action for which notice has been given under Section 8
hereof for purposes of indemnification.
The Company, the Guarantors and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this Section 9.
Notwithstanding the provisions of this Section 9, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total underwriting discount received by
such Underwriter in connection with the Securities underwritten by it and distributed exceeds the
amount of any damages that such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
Underwriters’ obligations to contribute pursuant to this Section 9 are several, and not joint, in
proportion to their respective underwriting commitments as set forth opposite their names in
Schedule A. For purposes of this Section 9, each director, officer, employee and agent of an
Underwriter and each person, if any, who controls an Underwriter within the meaning of the
Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter,
and each director, officer and employee of the Company or any Guarantor and each person, if any,
who controls the Company or any Guarantor within the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as the Company and the Guarantors.
Section 10. Default of One or More of the Several Underwriters. If, on the Closing
Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that
it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of
Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on
such date, the other Underwriters shall be obligated, severally, in the proportion that the
aggregate principal amounts of such Securities set forth opposite their respective names on
Schedule A bears to the aggregate principal amount of such Securities set forth opposite the names
of all such non-defaulting Underwriters, or in such other proportions as may be specified by the
Representatives with the consent of the non-defaulting Underwriters, to purchase such Securities
which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such
date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
such Securities and the aggregate principal amount of such Securities with respect to which such
default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such
date, and arrangements satisfactory to the Representatives and the Company for the purchase of such
Securities are not made within 48 hours after such default, this Agreement shall terminate without
liability of any party to any other party except that the provisions of Sections 4, 6, 8, 9 and 17
shall at all times be effective and shall survive such termination. In any such case, either the
Representatives or the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days in order that the required
23
changes, if any, to the Registration Statement or the Prospectus or any other documents or
arrangements may be effected.
As used in this Agreement, the term “Underwriter” shall be deemed to include any person
substituted for a defaulting Underwriter under this Section 10. Any action taken under this
Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
Section 11. Termination of this Agreement. Prior to the Closing Date, this
Agreement may be terminated by the Representatives by notice given to the Company if at any time
(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by
the Commission or the New York Stock Exchange, or trading in securities generally on either the
Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum
or maximum prices shall have been generally established on any of such stock exchanges by the
Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal
or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or
international hostilities or any crisis or calamity involving the United States, or any change in
the United States or international financial markets, or any substantial change or development
involving a prospective substantial change in United States’ or international political, financial
or economic conditions, as in the judgment of the Representatives is material and adverse and makes
it impracticable or inadvisable to market the Securities in the manner and on the terms described
in the Time of Sale Information or the Prospectus or to enforce contracts for the sale of
securities; (iv) in the judgment of the Representatives there shall have occurred any Material
Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or
securities settlement or clearance services. Any termination pursuant to this Section 11 shall be
without liability of any party to any other party except as provided in Sections 4 and 6 hereof,
and provided further that Sections 4, 6, 8, 9 and 17 shall survive such termination and remain in
full force and effect.
Section 12. No Fiduciary Duty. Each of the Company and the Guarantors acknowledges
and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including
the determination of the public offering price of the Securities and any related discounts and
commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on
the one hand, and the several Underwriters, on the other hand, and each of the Company and the
Guarantors is capable of evaluating and understanding and understands and accepts the terms, risks
and conditions of the transactions contemplated by this Agreement; (ii) in connection with each
transaction contemplated hereby and the process leading to such transaction each Underwriter is and
has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the
Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any
other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Company or the Guarantors with respect to any of the transactions
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has
advised or is currently advising the Company or any of the Guarantors on other matters) and no
Underwriter has any obligation to the Company or the Guarantors with respect to the offering
contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several
Underwriters and their respective affiliates may be engaged in a broad range of transactions that
involve interests that
24
differ from those of the Company and the Guarantors and that the several Underwriters have no
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax
advice with respect to the offering contemplated hereby and the Company and the Guarantors have
consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed
appropriate.
This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Company, the Guarantors and the several Underwriters with respect to the subject matter
hereof. Each of the Company and the Guarantors hereby waives and releases, to the fullest extent
permitted by law, any claims that the Company or the Guarantors may have against the several
Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.
Section 13. Representations and Indemnities to Survive Delivery. The respective
indemnities, agreements, representations, warranties and other statements of the Company, the
Guarantors, their respective officers and of the several Underwriters set forth in or made pursuant
to this Agreement (i) will remain operative and in full force and effect, regardless of any (A)
investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the
officers or employees of any Underwriters, or any person controlling the Underwriter, the Company,
the officers or employees of the Company, or any person controlling the Company or any Guarantor,
as the case may be or (B) acceptance of the Securities and payment for them hereunder and (ii) will
survive delivery of and payment for the Securities sold hereunder and any termination of this
Agreement.
Section 14. Notices. All communications hereunder shall be in writing and shall be
mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:
If to the Representatives:
[Name of Representative]
[address]
[address]
[Facsimile:]
[Attention:]
[address]
[address]
[Facsimile:]
[Attention:]
[Name of Representative]
[address]
[address]
[Facsimile:]
[Attention:]
[address]
[address]
[Facsimile:]
[Attention:]
with a copy to:
[Name]
[address]
[address]
[address]
[address]
25
[Facsimile:]
[Attention:]
[Attention:]
If to the Company:
Republic Services, Inc.
00000 Xxxxx Xxxxxx Xxx
Xxxxxxx, Xxxxxxx 00000
Fax No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Executive Vice President and General Counsel
00000 Xxxxx Xxxxxx Xxx
Xxxxxxx, Xxxxxxx 00000
Fax No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx, Executive Vice President and General Counsel
With a copy to:
Xxxxx Xxxxx LLP
00 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
Attention: Xxxx Xxxxxx
00 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
Attention: Xxxx Xxxxxx
Any party hereto may change the address for receipt of communications by giving written notice
to the others.
Section 15. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto, including any substitute Underwriters pursuant to Section 10 hereof, and
to the benefit of the directors, officers, employees, agents and controlling persons referred to in
Sections 8 and 9, and in each case their respective successors, and no other person will have any
right or obligation hereunder. The term “successors” shall not include any purchaser of the
Securities as such from any of the Underwriters merely by reason of such purchase.
Section 16. Partial Unenforceability. The invalidity or unenforceability of any
Section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of
this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to make it valid and
enforceable.
Section 17. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE.
Section 18. General Provisions. This Agreement may be executed in two or more
counterparts, each one of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement may not be amended or modified
unless in writing by all of the parties hereto, and no condition herein (express or implied) may be
waived unless waived in writing by each party whom the condition is meant to
26
benefit. The Section headings herein are for the convenience of the parties only and shall
not affect the construction or interpretation of this Agreement.
27
If the foregoing is in accordance with your understanding of our agreement, kindly sign
and return to the Company the enclosed copies hereof, whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its terms.
Very truly yours, REPUBLIC SERVICES, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
GUARANTORS: | ||
623 LANDFILL, INC. | ||
A D A J CORPORATION | ||
ACTION DISPOSAL, INC. | ||
ADA COUNTY DEVELOPMENT COMPANY, INC. | ||
XXXXXX LANDFILL, INC. | ||
ADS OF ILLINOIS, INC. | ||
ADS, INC. | ||
AGRICULTURAL ACQUISITIONS, LLC | ||
AGRI-TECH, INC. OF OREGON | ||
ALABAMA RECYCLING SERVICES, INC. | ||
ALBANY — LEBANON SANITATION, INC. | ||
ALLIED ACQUISITION PENNSYLVANIA, INC. | ||
ALLIED ACQUISITION TWO, INC. | ||
ALLIED ENVIROENGINEERING, INC. | ||
ALLIED GAS RECOVERY SYSTEMS, L.L.C. | ||
ALLIED GREEN POWER, INC. | ||
ALLIED NOVA SCOTIA, INC. | ||
ALLIED SERVICES, LLC | ||
ALLIED TRANSFER SYSTEMS OF NEW JERSEY, LLC | ||
ALLIED WASTE ALABAMA, INC. | ||
ALLIED WASTE COMPANY, INC. | ||
ALLIED WASTE ENVIRONMENTAL MANAGEMENT GROUP, LLC | ||
ALLIED WASTE HAULING OF GEORGIA, INC. | ||
ALLIED WASTE HOLDINGS (CANADA) LTD. | ||
ALLIED WASTE INDUSTRIES (ARIZONA), INC. | ||
ALLIED WASTE INDUSTRIES (NEW MEXICO), INC. | ||
ALLIED WASTE INDUSTRIES (SOUTHWEST), INC. | ||
ALLIED WASTE INDUSTRIES OF GEORGIA, INC. | ||
ALLIED WASTE INDUSTRIES OF ILLINOIS, INC. | ||
ALLIED WASTE INDUSTRIES OF NORTHWEST INDIANA, INC. | ||
ALLIED WASTE INDUSTRIES OF TENNESSEE, INC. | ||
ALLIED WASTE INDUSTRIES, INC. | ||
ALLIED WASTE LANDFILL HOLDINGS, INC. | ||
ALLIED WASTE NIAGARA FALLS LANDFILL, LLC |
00
XXXXXX XXXXX XXXXX XXXXXXX, INC. | ||
ALLIED WASTE OF CALIFORNIA, INC. | ||
ALLIED WASTE OF LONG ISLAND, INC. | ||
ALLIED WASTE OF NEW JERSEY, INC. | ||
ALLIED WASTE OF NEW JERSEY-NEW YORK, LLC | ||
ALLIED WASTE RECYCLING SERVICES OF NEW HAMPSHIRE, LLC | ||
ALLIED WASTE RURAL SANITATION, INC. | ||
ALLIED WASTE SERVICES OF COLORADO, INC. | ||
ALLIED WASTE SERVICES OF MASSACHUSETTS, LLC | ||
ALLIED WASTE SERVICES OF NORTH AMERICA, LLC | ||
ALLIED WASTE SERVICES OF PAGE, INC. | ||
ALLIED WASTE SERVICES OF STILLWATER, INC. | ||
ALLIED WASTE SYCAMORE LANDFILL, LLC | ||
ALLIED WASTE SYSTEMS HOLDINGS, INC. | ||
ALLIED WASTE SYSTEMS OF ARIZONA, LLC | ||
ALLIED WASTE SYSTEMS OF COLORADO, LLC | ||
ALLIED WASTE SYSTEMS OF INDIANA, LLC | ||
ALLIED WASTE SYSTEMS OF MICHIGAN, LLC | ||
ALLIED WASTE SYSTEMS OF MONTANA, LLC | ||
ALLIED WASTE SYSTEMS OF NEW JERSEY, LLC | ||
ALLIED WASTE SYSTEMS OF NORTH CAROLINA, LLC | ||
ALLIED WASTE SYSTEMS OF PENNSYLVANIA, LLC | ||
ALLIED WASTE SYSTEMS, INC. | ||
ALLIED WASTE TRANSFER SERVICES OF ARIZONA, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF CALIFORNIA, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF FLORIDA, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF IOWA, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF LIMA, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF NEW YORK, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF NORTH CAROLINA, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF OREGON, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF RHODE ISLAND, LLC | ||
ALLIED WASTE TRANSFER SERVICES OF UTAH, INC. | ||
ALLIED WASTE TRANSPORTATION, INC. | ||
AMERICAN DISPOSAL SERVICES OF ILLINOIS, INC. | ||
AMERICAN DISPOSAL SERVICES OF KANSAS, INC. | ||
AMERICAN DISPOSAL SERVICES OF MISSOURI, INC. |
29
AMERICAN DISPOSAL SERVICES OF NEW JERSEY, INC. | ||
AMERICAN DISPOSAL SERVICES OF WEST VIRGINIA, INC. | ||
AMERICAN DISPOSAL SERVICES, INC. | ||
AMERICAN DISPOSAL TRANSFER SERVICES OF ILLINOIS, INC. | ||
AMERICAN MATERIALS RECYCLING CORP. | ||
AMERICAN SANITATION, INC. | ||
AMERICAN TRANSFER COMPANY, INC. | ||
ANSON COUNTY LANDFILL NC, LLC | ||
APACHE JUNCTION LANDFILL CORPORATION | ||
ARC DISPOSAL COMPANY, INC. | ||
AREA DISPOSAL, INC. | ||
ARIANA, LLC | ||
ATLANTIC WASTE HOLDING COMPANY, INC. | ||
ATLAS TRANSPORT, INC. | ||
ATTWOODS OF NORTH AMERICA, INC. | ||
AUTAUGA COUNTY LANDFILL, LLC | ||
AUTOMATED MODULAR SYSTEMS, INC. | ||
AUTOSHRED, INC. | ||
AWIN LEASING COMPANY, INC. | ||
AWIN LEASING II, LLC | ||
AWIN MANAGEMENT, INC. | ||
XXXXXX BROTHERS WASTE, INCORPORATED | ||
BAY COLLECTION SERVICES, INC. | ||
BAY ENVIRONMENTAL MANAGEMENT, INC. | ||
BAY LANDFILLS, INC. | ||
BAY LEASING COMPANY, INC. | ||
BBCO, INC. | ||
BELLEVILLE LANDFILL, INC. | ||
BERKELEY SANITARY SERVICE, INC. | ||
BFGSI, L.L.C. | ||
BFI ATLANTIC, INC. | ||
BFI ENERGY SYSTEMS OF ALBANY, INC. | ||
BFI ENERGY SYSTEMS OF DELAWARE COUNTY, INC. | ||
BFI ENERGY SYSTEMS OF ESSEX COUNTY, INC. | ||
BFI ENERGY SYSTEMS OF HEMPSTEAD, INC. | ||
BFI ENERGY SYSTEMS OF NIAGARA II, INC. | ||
BFI ENERGY SYSTEMS OF NIAGARA, INC. | ||
BFI ENERGY SYSTEMS OF SEMASS, INC. | ||
BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, INC. | ||
BFI INTERNATIONAL, INC. | ||
BFI REF-FUEL, INC. | ||
BFI TRANS RIVER (GP), INC. | ||
BFI TRANSFER SYSTEMS OF ALABAMA, LLC | ||
BFI TRANSFER SYSTEMS OF DC, LLC | ||
BFI TRANSFER SYSTEMS OF GEORGIA, LLC | ||
BFI TRANSFER SYSTEMS OF MARYLAND, LLC |
30
BFI TRANSFER SYSTEMS OF MASSACHUSETTS, LLC | ||
BFI TRANSFER SYSTEMS OF MISSISSIPPI, LLC | ||
BFI TRANSFER SYSTEMS OF NEW JERSEY, INC. | ||
BFI TRANSFER SYSTEMS OF PENNSYLVANIA, LLC | ||
BFI TRANSFER SYSTEMS OF VIRGINIA, LLC | ||
BFI WASTE SERVICES OF PENNSYLVANIA, LLC | ||
BFI WASTE SERVICES OF TENNESSEE, LLC | ||
BFI WASTE SERVICES, LLC | ||
BFI WASTE SYSTEMS OF ALABAMA, LLC | ||
BFI WASTE SYSTEMS OF ARKANSAS, LLC | ||
BFI WASTE SYSTEMS OF GEORGIA, LLC | ||
BFI WASTE SYSTEMS OF KENTUCKY, LLC | ||
BFI WASTE SYSTEMS OF LOUISIANA, LLC | ||
BFI WASTE SYSTEMS OF MASSACHUSETTS, LLC | ||
BFI WASTE SYSTEMS OF MISSISSIPPI, LLC | ||
BFI WASTE SYSTEMS OF MISSOURI, LLC | ||
BFI WASTE SYSTEMS OF NEW JERSEY, INC. | ||
BFI WASTE SYSTEMS OF NORTH AMERICA, LLC | ||
BFI WASTE SYSTEMS OF NORTH CAROLINA, LLC | ||
BFI WASTE SYSTEMS OF OKLAHOMA, LLC | ||
BFI WASTE SYSTEMS OF SOUTH CAROLINA, LLC | ||
BFI WASTE SYSTEMS OF TENNESSEE, LLC | ||
BFI WASTE SYSTEMS OF VIRGINIA, LLC | ||
BIO-MED OF OREGON, INC. | ||
BLT ENTERPRISES OF OXNARD, INC. | ||
BOND COUNTY LANDFILL, INC. | ||
XXXXXXX LANDFILL, INC. | ||
BORROW PIT CORP. | ||
BRICKYARD DISPOSAL & RECYCLING, INC. | ||
BRIDGETON LANDFILL, LLC | ||
BRIDGETON TRANSFER STATION, LLC | ||
XXXXXXXX-XXXXXX FINANCIAL SERVICES, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES CHEMICAL SERVICES, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES OF CALIFORNIA, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES OF FLORIDA, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES OF ILLINOIS, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES OF NEW JERSEY, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES OF NEW YORK, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES OF OHIO, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES OF TENNESSEE, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES, INC. | ||
XXXXXXXX-XXXXXX INDUSTRIES, LLC | ||
XXXXXXXX-XXXXXX SERVICES, INC. | ||
XXXXXXXX-XXXXXX, INC. | ||
BRUNSWICK WASTE MANAGEMENT FACILITY, LLC | ||
XXXXXXX TRASH SERVICE, INC. |
31
XXXXXX COUNTY LANDFILL, LLC | ||
C & C EXPANDED SANITARY LANDFILL, LLC | ||
CACTUS WASTE SYSTEMS, LLC | ||
XXXXXXX TRASH SYSTEMS, INCORPORATED | ||
CAPITOL RECYCLING AND DISPOSAL, INC. | ||
CARBON LIMESTONE LANDFILL, LLC | ||
CC LANDFILL, INC. | ||
CECOS INTERNATIONAL, INC. | ||
CELINA LANDFILL, INC. | ||
CENTRAL ARIZONA TRANSFER, INC. | ||
CENTRAL SANITARY LANDFILL, INC. | ||
CENTRAL VIRGINIA PROPERTIES, LLC | ||
CHARTER EVAPORATION RESOURCE RECOVERY SYSTEMS | ||
CHEROKEE RUN LANDFILL, INC. | ||
XXXXXXX LANDFILL, LLC | ||
CITIZENS DISPOSAL, INC. | ||
CITY-STAR SERVICES, INC. | ||
CLARKSTON DISPOSAL, INC. | ||
COCOPAH LANDFILL, INC. | ||
COMPACTOR RENTAL SYSTEMS OF DELAWARE, INC. | ||
CONSOLIDATED DISPOSAL SERVICE, L.L.C. | ||
CONTINENTAL WASTE INDUSTRIES, L.L.C. | ||
COPPER MOUNTAIN LANDFILL, INC. | ||
CORVALLIS DISPOSAL CO. | ||
COUNTY DISPOSAL (OHIO), INC. | ||
COUNTY DISPOSAL, INC. | ||
COUNTY ENVIRONMENTAL LANDFILL, LLC | ||
COUNTY LAND DEVELOPMENT LANDFILL, LLC | ||
COUNTY LANDFILL, INC. | ||
XXXXXXXX XXXXX LANDFILL, LLC | ||
CRESCENT ACRES LANDFILL, LLC | ||
XXXXXXXX SANITARY SERVICE, INC. | ||
CUMBERLAND COUNTY DEVELOPMENT COMPANY, LLC | ||
CWI OF ILLINOIS, INC. | ||
CWI OF MISSOURI, INC. | ||
D & L DISPOSAL, L.L.C. | ||
DALLAS DISPOSAL CO. | ||
DELTA CONTAINER CORPORATION | ||
DELTA DADE RECYCLING CORP. | ||
DELTA PAPER STOCK, CO. | ||
DELTA RESOURCES CORP. | ||
DELTA SITE DEVELOPMENT CORP. | ||
DELTA WASTE CORP. | ||
XXXXXXX WASTE SYSTEMS II, INC. | ||
DENVER RL NORTH, INC. | ||
DTC MANAGEMENT, INC. | ||
E LEASING COMPANY, LLC | ||
EAGLE INDUSTRIES LEASING, INC. |
00
XXXX XXXXXXX COMPOST FACILITY, INC. | ||
ECDC ENVIRONMENTAL OF HUMBOLDT COUNTY, INC. | ||
ECDC ENVIRONMENTAL, L.C. | ||
ECDC HOLDINGS, INC. | ||
ELDER CREEK TRANSFER & RECOVERY, INC. | ||
XXXXX XXXXX LANDFILL MO, LLC | ||
ENVIROCYCLE, INC. | ||
ENVIRONMENTAL DEVELOPMENT CORP. | ||
ENVIRONMENTAL RECLAMATION COMPANY | ||
ENVIRONTECH, INC. | ||
ENVOTECH-ILLINOIS L.L.C. | ||
EVERGREEN SCAVENGER SERVICE, INC. | ||
EVERGREEN SCAVENGER SERVICE, L.L.C. | ||
X. X. XXXXXXXX RUBBISH REMOVAL, INC. | ||
FLINT HILL ROAD, LLC | ||
FLL, INC. | ||
FOREST VIEW LANDFILL, LLC | ||
FORWARD, INC. | ||
XXXX XXXXXXX TRUCKING CO., INC. | ||
FRONTIER WASTE SERVICES (COLORADO), LLC | ||
FRONTIER WASTE SERVICES (UTAH), LLC | ||
FRONTIER WASTE SERVICES OF LOUISIANA L.L.C. | ||
X. XXX XXXXX DISPOSAL INC. | ||
GATEWAY LANDFILL, LLC | ||
GEK, INC. | ||
GENERAL REFUSE ROLLOFF CORP. | ||
GENERAL REFUSE SERVICE OF OHIO, L.L.C. | ||
GEORGIA RECYCLING SERVICES, INC. | ||
GOLDEN BEAR TRANSFER SERVICES, INC. | ||
GOLDEN WASTE DISPOSAL, INC. | ||
GRANTS PASS SANITATION, INC. | ||
GREAT LAKES DISPOSAL SERVICE, INC. | ||
GREAT PLAINS LANDFILL OK, LLC | ||
GREENRIDGE RECLAMATION, LLC | ||
GREENRIDGE WASTE SERVICES, LLC | ||
GULFCOAST WASTE SERVICE, INC. | ||
H LEASING COMPANY, LLC | ||
XXXXXXX COUNTY DEVELOPMENT COMPANY, LLC | ||
HARLAND’S SANITARY LANDFILL, INC. | ||
XXXXXXXX COUNTY LANDFILL, LLC | ||
HONEYGO RUN RECLAMATION CENTER, INC. | ||
ILLINOIS LANDFILL, INC. | ||
ILLINOIS RECYCLING SERVICES, INC. | ||
ILLINOIS VALLEY RECYCLING, INC. | ||
IMPERIAL LANDFILL, INC. | ||
INDEPENDENT TRUCKING COMPANY | ||
XXXXXX WASTE DISPOSAL, INC. | ||
INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA | ||
ISLAND WASTE SERVICES LTD. |
33
XXXXXXX COUNTY LANDFILL, LLC | ||
JEFFERSON CITY LANDFILL, LLC | ||
XXXXXXXXX XXXXXX DEVELOPMENT COMPANY, LLC | ||
XXXXXX DISPOSAL, INC. | ||
XXXXXX ENTERPRISES, LLC | ||
KANKAKEE QUARRY, INC. | ||
XXXXXX CANYON LANDFILL COMPANY | ||
XXXXXX DROP BOX, INC. | ||
LA CAÑADA DISPOSAL COMPANY, INC. | ||
LAKE XXXXXX LANDFILL, INC. | ||
LANDCOMP CORPORATION | ||
XXXXXXX SUNRISE SANITATION CORPORATION | ||
XXX COUNTY LANDFILL SC, LLC | ||
XXX COUNTY LANDFILL, INC. | ||
LEMONS LANDFILL, LLC | ||
LIBERTY WASTE HOLDINGS, INC. | ||
LIBERTY WASTE SERVICES LIMITED, L.L.C. | ||
LIBERTY WASTE SERVICES OF ILLINOIS, L.L.C. | ||
LIBERTY WASTE SERVICES OF XXXXXX, L.L.C. | ||
LITTLE CREEK LANDING, LLC | ||
LOCAL SANITATION OF ROWAN COUNTY, L.L.C. | ||
LOOP RECYCLING, INC. | ||
LOOP TRANSFER, INCORPORATED | ||
LORAIN COUNTY LANDFILL, LLC | ||
XXXXX XXXXX & SON, INC., SANITATION CONTRACTORS | ||
XXXXX COUNTY LAND DEVELOPMENT, INC. | ||
XXXXX COUNTY LANDFILL, LLC | ||
MADISON COUNTY DEVELOPMENT, LLC | ||
MANUMIT OF FLORIDA, INC. | ||
XXXXXXXX RECYCLING, INC. | ||
XXXXXXX WASTE SYSTEMS, INC. | ||
MENANDS ENVIRONMENTAL SOLUTIONS, LLC | ||
MESA DISPOSAL, INC. | ||
MIDWAY DEVELOPMENT COMPANY, INC. | ||
MISSISSIPPI WASTE PAPER COMPANY | ||
MISSOURI CITY LANDFILL, LLC | ||
MOUNTAIN HOME DISPOSAL, INC. | ||
N LEASING COMPANY, LLC | ||
NATIONSWASTE CATAWBA REGIONAL LANDFILL, INC. | ||
NATIONSWASTE, INC. | ||
NCORP, INC. | ||
NEW XXXXXX LANDFILL COMPANY, INC. | ||
NEW YORK WASTE SERVICES, LLC | ||
NEWCO WASTE SYSTEMS OF NEW JERSEY, INC. | ||
NOBLE ROAD LANDFILL, INC. | ||
NORTHEAST LANDFILL, LLC | ||
NORTHLAKE TRANSFER, INC. | ||
NORTHWEST TENNESSEE DISPOSAL CORPORATION |
34
OAKLAND HEIGHTS DEVELOPMENT, INC. | ||
OBSCURITY LAND DEVELOPMENT, LLC | ||
OHIO REPUBLIC CONTRACTS, II, INC. | ||
OHIO REPUBLIC CONTRACTS, INC. | ||
OKLAHOMA CITY LANDFILL, L.L.C. | ||
OSCAR’S COLLECTION SYSTEM OF FREMONT, INC. | ||
OTAY LANDFILL, INC. | ||
OTTAWA COUNTY LANDFILL, INC. | ||
PACKERTON LAND COMPANY, L.L.C. | ||
PALOMAR TRANSFER STATION, INC. | ||
XXXXXXX REAL ESTATE COMPANY | ||
XXXXXXX & SONS, INC. | ||
PINAL COUNTY LANDFILL CORP. | ||
PINECREST LANDFILL OK, LLC | ||
PITTSBURG COUNTY LANDFILL, INC. | ||
POLK COUNTY LANDFILL, LLC | ||
PORT CLINTON LANDFILL, INC. | ||
PORTABLE STORAGE CO. | ||
XXXXXX COUNTY LANDFILL, INC. | ||
PRICE & SONS RECYCLING COMPANY | ||
PRINCE GEORGE’S COUNTY LANDFILL, LLC | ||
X.X. XXXXXX ENTERPRISES, INC. | ||
X.X. XXXXXX REFUSE SERVICE INC. | ||
RABANCO RECYCLING, INC. | ||
RABANCO, LTD. | ||
XXXXXX LANDFILL, INC. | ||
RCS, INC. | ||
RELIABLE DISPOSAL, INC. | ||
REPUBLIC DUMPCO, INC. | ||
REPUBLIC ENVIRONMENTAL TECHNOLOGIES, INC. | ||
REPUBLIC OHIO CONTRACTS, LLC | ||
REPUBLIC SERVICES AVIATION, INC. | ||
REPUBLIC SERVICES FINANCIAL LP, INC. | ||
REPUBLIC SERVICES GROUP, LLC | ||
REPUBLIC SERVICES HOLDING COMPANY, INC. | ||
REPUBLIC SERVICES OF ARIZONA HAULING, LLC | ||
REPUBLIC SERVICES OF CALIFORNIA HOLDING COMPANY, INC. | ||
REPUBLIC SERVICES OF CALIFORNIA II, LLC | ||
REPUBLIC SERVICES OF COLORADO HAULING, LLC | ||
REPUBLIC SERVICES OF COLORADO I, LLC | ||
REPUBLIC SERVICES OF FLORIDA GP, INC. | ||
REPUBLIC SERVICES OF FLORIDA LP, INC. | ||
REPUBLIC SERVICES OF GEORGIA GP, LLC | ||
REPUBLIC SERVICES OF GEORGIA LP, LLC | ||
REPUBLIC SERVICES OF INDIANA LP, INC. | ||
REPUBLIC SERVICES OF INDIANA TRANSPORTATION, LLC | ||
REPUBLIC SERVICES OF KENTUCKY, LLC | ||
REPUBLIC SERVICES OF MICHIGAN HAULING, LLC |
35
REPUBLIC SERVICES OF MICHIGAN HOLDING COMPANY, INC. | ||
REPUBLIC SERVICES OF MICHIGAN I, LLC | ||
REPUBLIC SERVICES OF MICHIGAN II, LLC | ||
REPUBLIC SERVICES OF MICHIGAN III, LLC | ||
REPUBLIC SERVICES OF MICHIGAN IV, LLC | ||
REPUBLIC SERVICES OF MICHIGAN V, LLC | ||
REPUBLIC SERVICES OF NEW JERSEY, LLC | ||
REPUBLIC SERVICES OF NORTH CAROLINA, LLC | ||
REPUBLIC SERVICES OF OHIO HAULING, LLC | ||
REPUBLIC SERVICES OF OHIO I, LLC | ||
REPUBLIC SERVICES OF OHIO II, LLC | ||
REPUBLIC SERVICES OF OHIO III, LLC | ||
REPUBLIC SERVICES OF OHIO IV, LLC | ||
REPUBLIC SERVICES OF PENNSYLVANIA, LLC | ||
REPUBLIC SERVICES OF SOUTH CAROLINA, LLC | ||
REPUBLIC SERVICES OF SOUTHERN CALIFORNIA, LLC | ||
REPUBLIC SERVICES OF VIRGINIA, LLC | ||
REPUBLIC SERVICES OF WISCONSIN GP, LLC | ||
REPUBLIC SERVICES OF WISCONSIN LP, LLC | ||
REPUBLIC SERVICES REAL ESTATE HOLDING, INC. | ||
REPUBLIC SERVICES VASCO ROAD, LLC | ||
REPUBLIC SILVER STATE DISPOSAL, INC. | ||
REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC | ||
REPUBLIC WASTE SERVICES OF TEXAS GP, INC. | ||
REPUBLIC WASTE SERVICES OF TEXAS LP, INC. | ||
RESOURCE RECOVERY, INC. | ||
RI/ALAMEDA CORP. | ||
RICHMOND SANITARY SERVICE, INC. | ||
RISK SERVICES, INC. | ||
RITM, LLC | ||
ROCK ROAD INDUSTRIES, INC. | ||
XXXX BROS. WASTE & RECYCLING CO. | ||
XXXXXXX SANITARY SERVICE, INC. | ||
XXXXXX LANDFILL, INC. | ||
ROYAL HOLDINGS, INC. | ||
RUBBISH CONTROL, LLC | ||
S & S RECYCLING, INC. | ||
S LEASING COMPANY, LLC | ||
SALINE COUNTY LANDFILL, INC. | ||
SAN DIEGO LANDFILL SYSTEMS, LLC | ||
SAN MARCOS NCRRF, INC. | ||
SAND VALLEY HOLDINGS, L.L.C. | ||
XXXXX HOLLOW LANDFILL CORP. | ||
SANGAMON VALLEY LANDFILL, INC. | ||
SANITARY DISPOSAL SERVICE, INC. | ||
SAUK TRAIL DEVELOPMENT, INC. | ||
XXXXXXXXX CORPORATION OF ORLANDO | ||
SHOW-ME LANDFILL, LLC |
36
SHRED — ALL RECYCLING SYSTEMS INC. | ||
XXXXXX GARBAGE COMPANY | ||
SOURCE RECYCLING, INC. | ||
SOUTHEAST LANDFILL, LLC | ||
SOUTHERN ILLINOIS REGIONAL LANDFILL, INC. | ||
ST. XXXXXXX XXXXXX DEVELOPMENT COMPANY, LLC | ||
ST. XXXXXX LANDFILL, LLC | ||
STANDARD DISPOSAL SERVICES, INC. | ||
STANDARD ENVIRONMENTAL SERVICES, INC. | ||
STANDARD WASTE, INC. | ||
STREATOR AREA LANDFILL, INC. | ||
SUBURBAN TRANSFER, INC. | ||
SUBURBAN WAREHOUSE, INC. | ||
SUMMIT WASTE SYSTEMS, INC. | ||
SUNRISE SANITATION SERVICE, INC. | ||
SUNSET DISPOSAL SERVICE, INC. | ||
SUNSET DISPOSAL, INC. | ||
SYCAMORE LANDFILL, INC. | ||
XXXX’X TRANSFER SYSTEMS, INC. | ||
TAY-BAN CORPORATION | ||
XXXXXX RIDGE LANDFILL, INC. | ||
TENNESSEE UNION COUNTY LANDFILL, INC. | ||
THE ECOLOGY GROUP, INC. | ||
XXXXXX DISPOSAL SERVICE, INC. | ||
XXX XXXXXXX’X DISPOSAL SERVICE, INC. | ||
TOTAL ROLL-OFFS, L.L.C. | ||
TOTAL SOLID WASTE RECYCLERS, INC. | ||
TRICIL (N.Y.), INC. | ||
TRI-COUNTY REFUSE SERVICE, INC. | ||
TRI-STATE RECYCLING SERVICES, INC. | ||
TRI-STATE REFUSE CORPORATION | ||
UNITED DISPOSAL SERVICE, INC. | ||
UPPER ROCK ISLAND COUNTY LANDFILL, INC. | ||
VALLEY LANDFILLS, INC. | ||
XXXXXX DISPOSAL SERVICE, INC. | ||
WASATCH REGIONAL LANDFILL, INC. | ||
WASTE CONTROL SYSTEMS, INC. | ||
WASTE SERVICES OF NEW YORK, INC. | ||
WASTEHAUL, INC. | ||
XXXXX COUNTY LAND DEVELOPMENT, LLC | ||
XXXXX COUNTY LANDFILL IL, INC. | ||
XXXXX DEVELOPERS, LLC | ||
WDTR, INC. | ||
WEBSTER PARISH LANDFILL, L.L.C. | ||
WEST CONTRA COSTA ENERGY RECOVERY COMPANY | ||
WEST CONTRA COSTA SANITARY LANDFILL, INC. | ||
WEST COUNTY LANDFILL, INC. | ||
WEST COUNTY RESOURCE RECOVERY, INC. | ||
WILLAMETTE RESOURCES, INC. |
37
XXXXXXXX COUNTY LANDFILL INC. | ||
WILLOW RIDGE LANDFILL, LLC | ||
WJR ENVIRONMENTAL, INC. | ||
WOODLAKE SANITARY SERVICE, INC. | ||
ZAKAROFF SERVICES |
By: | ||||
Name: | Xxxxxx X. Xxxx, III | |||
Title: | Treasurer of each of the foregoing entities | |||
38
ABILENE LANDFILL TX, LP | ||
BFI TRANSFER SYSTEMS OF TEXAS, LP | ||
BFI WASTE SERVICES OF INDIANA, LP | ||
BFI WASTE SERVICES OF TEXAS, LP | ||
BFI WASTE SYSTEMS OF INDIANA, LP | ||
BLUE RIDGE LANDFILL TX, LP | ||
BRENHAM TOTAL ROLL-OFFS, LP | ||
CAMELOT LANDFILL TX, LP | ||
CEFE LANDFILL TX, XX | ||
XXXX LANDFILL TX, L.P. | ||
DESARROLLO DEL RANCHO LA XXXXXX TX, LP | ||
EL CENTRO LANDFILL, X.X. | ||
XXXXX COUNTY LANDFILL TX, LP | ||
FORT WORTH LANDFILL TX, LP | ||
FRONTIER WASTE SERVICES, L.P. | ||
GALVESTON COUNTY LANDFILL TX, XX | ||
XXXXX ROAD LANDFILL TX, LP | ||
GOLDEN TRIANGLE LANDFILL TX, XX | ||
XXXXXXXXX LANDFILL TX, LP | ||
GULF WEST LANDFILL TX, LP | ||
ITASCA LANDFILL TX, LP | ||
KERRVILLE LANDFILL TX, LP | ||
LEWISVILLE LANDFILL TX, LP | ||
MARS ROAD TX, XX | ||
XXXXXXX ROAD LANDFILL TX, LP | ||
MESQUITE LANDFILL TX, LP | ||
MEXIA LANDFILL TX, LP | ||
PANAMA ROAD LANDFILL, TX, L.P. | ||
PINE HILL FARMS LANDFILL TX, LP | ||
PLEASANT OAKS LANDFILL TX, LP | ||
RIO GRANDE VALLEY LANDFILL TX, LP | ||
ROYAL OAKS LANDFILL TX, LP | ||
SOUTH CENTRAL TEXAS LAND CO. TX, LP | ||
SOUTHWEST LANDFILL TX, XX | ||
XXXXXXX ROAD LANDFILL TX, LP | ||
TURKEY CREEK LANDFILL TX, LP | ||
VICTORIA LANDFILL TX, LP | ||
WHISPERING PINES LANDFILL TX, LP |
By: | Allied Waste Landfill Holdings, Inc., as General Partner of each of the foregoing entities |
By: | ||||
Name: | Xxxxxx X. Xxxx, III | |||
Title: | Treasurer | |||
00
XXXXXX XXXXXX XXXXXXXXXXX XXXXXXX | ||
XXXXXXX XXXXXX LANDFILL PARTNERSHIP | ||
COUNTY LINE LANDFILL PARTNERSHIP | ||
ILLIANA DISPOSAL PARTNERSHIP | ||
JASPER COUNTY DEVELOPMENT COMPANY PARTNERSHIP | ||
KEY WASTE INDIANA PARTNERSHIP | ||
LAKE COUNTY C & D DEVELOPMENT PARTNERSHIP | ||
XXXXXX COUNTY LANDFILL PARTNERSHIP | ||
SPRINGFIELD ENVIRONMENTAL GENERAL PARTNERSHIP | ||
TIPPECANOE COUNTY WASTE SERVICES PARTNERSHIP | ||
XXXXXXX COUNTY DEVELOPMENT COMPANY |
By: | Allied Waste Landfill Holdings, Inc., as General | |||||||
Partner of each of the foregoing entities | ||||||||
By: | ||||||||
Title: Treasurer | ||||||||
By: | Allied Waste North America, Inc., as General | |||||||
Partner of each of the foregoing entities | ||||||||
By: | ||||||||
Name: Xxxxxx X. Xxxx, III | ||||||||
Title: Treasurer |
40
XXXXXX VALLEY LANDFILL GENERAL PARTNERSHIP | ||
BLUE RIDGE LANDFILL GENERAL PARTNERSHIP | ||
GREEN VALLEY LANDFILL GENERAL PARTNERSHIP | ||
XXXXXXXX LANDFILL GENERAL PARTNERSHIP |
By: | Allied Waste North America, Inc., as General | |||||||
Partner of each of the foregoing entities | ||||||||
By: | ||||||||
Title: Treasurer | ||||||||
By: | Xxxxxxxx-Xxxxxx Industries of Tennessee, Inc., | |||||||
as General Partner of each of the foregoing entities | ||||||||
By: | ||||||||
Name: Xxxxxx X. Xxxx, III | ||||||||
Title: Treasurer |
REPUBLIC WASTE SERVICES OF TEXAS, LTD. | ||
RWS TRANSPORT, L.P. |
By: | Republic Waste Services of Texas GP, Inc., as | |||||||
General Partner of each of the foregoing entities | ||||||||
By: | ||||||||
Title: Treasurer |
41
BFI ENERGY SYSTEMS OF SOUTHEASTERN
CONNECTICUT, LIMITED PARTNERSHIP
CONNECTICUT, LIMITED PARTNERSHIP
By: | BFI Energy Systems of Southeastern Connecticut, | |||||||
Inc., its General Partner | ||||||||
By: | ||||||||
Title: Treasurer |
OCEANSIDE WASTE & RECYCLING SERVICES
By: | Republic Services, Inc., its General Partner | |||||||
By: | ||||||||
Title: Treasurer | ||||||||
By: | Zakaroff Services, its General Partner | |||||||
By: | ||||||||
Title: Treasurer |
RABANCO COMPANIES
By: | Rabanco Recycling, Inc., its General Partner | |||||||
By: | ||||||||
Title: Treasurer | ||||||||
By: | Rabanco, Ltd., its General Partner | |||||||
By: | ||||||||
Title: Treasurer |
42
REPUBLIC SERVICES FINANCIAL, LIMITED PARTNERSHIP
By: | Republic Silver State Disposal, Inc., its General Partner | |||||||
By: | ||||||||
Title: Treasurer |
REPUBLIC SERVICES OF FLORIDA, LIMITED PARTNERSHIP
By: | Republic Services of Florida GP, Inc., its General Partner | |||||||
By: | ||||||||
Title: Treasurer |
REPUBLIC SERVICES OF GEORGIA, LIMITED PARTNERSHIP
By: | Republic Services of Georgia GP, LLC, its General Partner | |||||||
By: | ||||||||
Title: Treasurer |
REPUBLIC SERVICES OF INDIANA, LIMITED PARTNERSHIP
By: | Republic Services, Inc., its General Partner | |||||||
By: | ||||||||
Title: Treasurer |
43
REPUBLIC SERVICES OF WISCONSIN, LIMITED PARTNERSHIP
By: | Republic Services of Wisconsin GP, LLC, its General Partner | |||||||
By: | ||||||||
Title: Treasurer |
XXXXXXXX, INC.
By: | ||||
Name: | Xxxxx X. Xxxxx Xx. | |||
Title: | President | |||
44
The foregoing Underwriting Agreement is hereby confirmed and accepted by the
Representatives as of the date first above written.
[NAME OF REPRESENTATIVE]
[NAME OF REPRESENTATIVE]
[NAME OF REPRESENTATIVE]
Acting as Representatives of the | ||||
several Underwriters named in | ||||
the attached Schedule A. | ||||
By:
|
[Name of Representative] | |||
By: |
||||
Title: | ||||
By:
|
[Name of Representative] | |||
By: |
||||
Title: |
45
SCHEDULE A
Aggregate | ||||
Principal | ||||
Amount of | ||||
Securities to | ||||
Underwriters | be Purchased | |||
[Name] |
$ | |||
[Name] |
$ | |||
[Name] |
$ | |||
Total |
$ |
Sch-1
EXHIBIT A-1
[Form of Opinion of Xxxxx Xxxxx LLP delivered with respect to
the Company and the Delaware, New York and Illinois Guarantors]
the Company and the Delaware, New York and Illinois Guarantors]
(i) | The Company is validly existing as a corporation in good standing under the laws of the state of Delaware and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement and the Indenture; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction listed in Schedule 1 hereto. | |
(ii) | Each of the Guarantors listed on Schedule 2 hereto (collectively, the “Covered Guarantors”) is validly existing as a corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing, to the extent applicable to such entity, under the laws of the jurisdiction of its incorporation or formation, and each has corporate, limited liability company, partnership or other power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; each Covered Guarantor listed on Schedule 3 hereto is duly qualified as a foreign corporation, limited liability company, partnership or other entity to transact business and is in good standing, to the extent applicable to such entity, in each jurisdiction listed on Schedule 3 hereto. | |
(iii) | This Agreement has been duly authorized, executed and delivered by the Company and each of the Covered Guarantors. | |
(iv) | The Indenture has been duly authorized, executed and delivered by the Company and each of the Covered Guarantors and (assuming the due authorization, execution and delivery thereof by the Trustee and the Guarantors that are not Covered Guarantors (collectively, the “Excluded Guarantors”)) constitutes a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and except as rights to indemnification may be limited by applicable law and public policy considerations. The Indenture has been duly qualified under the Trust Indenture Act. | |
(v) | The Notes are in the form contemplated by the Indenture, have been duly authorized and executed and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price as specified in the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar |
A-1
laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture. |
(vi) | The Guarantees of the Notes are in the form contemplated by the Indenture, have been duly authorized by each of the Covered Guarantors for issuance and sale pursuant to this Agreement and the Indenture and have been executed by each of the Covered Guarantors and, assuming the due authorization, execution and delivery by the Excluded Guarantors, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefore, will constitute valid and binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture. | |
(vii) | The Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus under the caption “Description of the Notes.” | |
(viii) | The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 of the Securities Act) that has been filed with the Commission not earlier than three years prior to the date of the Underwriting Agreement and is currently effective; each of the Preliminary Prospectus and the Prospectus was filed with the Commission in the manner and within the time period required by Rule 424(b) under the Securities Act; and, to our best knowledge, no order suspending the effectiveness of the Registration Statement has been issued, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or in connection with the offering is pending or threatened by the Commission. | |
(ix) | The Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus included in the Time of Sale Information and the Prospectus (other than the financial statements and related schedules therein and the Statement of Eligibility on Form T-1, in each case as to which we express no opinion) comply as to form in all material respects with the requirements of the Securities Act; and the Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act. | |
(x) | The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (except for financial statements and |
A-2
schedules and other financial data included or incorporated by reference therein or omitted therefrom and the Statement of Eligibility on Form T-1, in each case as to which we express no opinion), at the time they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the Exchange Act. |
(xi) | The statements in each of the Registration Statement, the Time of Sale Information and the Prospectus under the caption “Description of the Notes,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly summarize, in all material respects, the matters referred to therein. | |
(xii) | The statements set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as such statements constitute a summary of the United States federal tax laws referred to therein, and subject to the limitations, qualifications and assumptions set forth therein, are true, correct and complete in all material respects. | |
(xiii) | The execution, delivery and performance of this Agreement, the Securities and the Indenture by the Company and the Covered Guarantors and the performance by the Company and the Covered Guarantors of their respective obligations thereunder (other than any indemnification provisions, as to which we express no opinion) (i) will not result in a violation of any provisions of the articles of incorporation or by-laws of the Company or the articles of incorporation, by-laws, certificate of formation, certificate of limited partnership or limited liability company, partnership or limited partnership agreement of any of the Covered Guarantors, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Guarantors pursuant to any Existing Instrument filed as exhibits to the Company’s most recently filed Annual Report on Form 10-K or any material contract filed on Form 10-Q or Form 8-K after the date of the Company’s most recent Annual Report on Form 10-K and (iii) will not result in a violation of any federal, New York State or Illinois law or regulation or any Delaware corporate law or regulation (in each case other than state securities or blue sky laws, as to which we express no opinion), or any judgment, order or decree of any federal, New York State, Illinois or Delaware court or governmental authority binding on the Company or any Covered Guarantor of which we are aware. | |
(xiv) | No consent, approval, authorization or other order of, or registration or filing under Delaware corporate law or with any federal, New York State or Illinois governmental authority is required for the execution, delivery and performance by the Company and the Guarantors of this Agreement or the Indenture or the issuance and sale by the Company and the Guarantors of the Securities or consummation of the transactions contemplated hereby or thereby, other than (a) such as have been obtained or made, (b) as are required by FINRA and (c) such as may be required by applicable state “blue sky” or similar state or foreign securities laws. |
A-3
(xv) | The Company is not, and after receipt of payment for the Securities and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Information and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company Act. |
A-4
Schedule 1
Foreign Qualifications
Foreign Qualifications
A-5
Schedule 2
Covered Guarantors
A-6
SCHEDULE 3
Foreign Qualifications
A-7
EXHIBIT A-2
[Form of Opinion of Xxxxx Xxxxx LLP delivered with respect to
the California, Texas and North Carolina Guarantors]
the California, Texas and North Carolina Guarantors]
(i) | Each of the Guarantors listed on Schedule 1 hereto (collectively, the “Covered Guarantors”) is validly existing as a corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing, to the extent that concept is applicable to such entity, under the laws of the jurisdiction of its incorporation or formation, and each has corporate, limited liability company, partnership or other power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; each Covered Guarantor is duly qualified as a foreign corporation, limited liability company, partnership or other entity to transact business and is in good standing, to the extent applicable to such entity, in each jurisdiction listed on Schedule 2 hereto. | |
(ii) | This Agreement and the Supplemental Indenture (including the Guarantee provided for therein) have each been duly authorized, executed and delivered by each of the Covered Guarantors. | |
(iii) | The execution, delivery and performance of this Agreement and the Supplemental Indenture (including the Guarantee provided for therein) by the Covered Guarantors and the performance by the Covered Guarantors of their respective obligations thereunder (other than any indemnification provisions, as to which no opinion need be rendered) (i) will not result in a violation of any provisions of the articles of incorporation, by-laws, certificate of formation, certificate of limited partnership, limited liability company agreement, partnership agreement or limited partnership agreement of any of the Covered Guarantors and (ii) will not result in a violation of any [CA, NC or TX] law or regulation (other than state securities or blue sky laws, as to which no opinion need be rendered), or any judgment, order or decree of any [CA, NC or TX] court or governmental authority binding on any Covered Guarantor of which we are aware. | |
(iv) | No consent, approval, authorization or other order of, or registration or filing with, any [CA, NC or TX] governmental authority is required for the execution, delivery and performance by the Covered Guarantors of this Agreement or the Supplemental Indenture or the issuance and sale by the Covered Guarantors of the Guarantees or consummation of the transactions contemplated hereby or thereby, other than (a) such as have been obtained or made, and (b) such as may be required by applicable state “blue sky” or similar state securities laws. |
A-8
Schedule 1
Covered Guarantors
Covered Guarantors
A-9
Schedule 2
Foreign Qualifications
Foreign Qualifications
X-00
XXXXXXX X-0
[Form of Negative Assurance Letter of Xxxxx Xxxxx LLP]
Subject to the foregoing and on the basis of the information we gained in the course of
performing the services referred to above, we confirm to you that nothing came to our attention
that caused us to believe that:
(1) the Registration Statement, at the time of its effective date (including the
information, if any, deemed pursuant to Rule 430A, 430B or 430C to be part of the
Registration Statement at the time of effectiveness), contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading,
(2) the Time of Sale Information, at the Time of Sale, contained any untrue statement
of a material fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or
(3) the Prospectus or any amendment or supplement thereto as of its date and as of the
date hereof, contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to to make the statements therein, in the
light of the circumstances under which they were made, not misleading:
provided, however, that we do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement, the Time of Sale Information or
the Prospectus, except as otherwise specifically provided in paragraphs (vii), (xi) and (xii) in
our opinion of today’s date addressed to you, and we do not express any belief with respect to the
financial statements or other financial or accounting data or information or assessments of or
reports on the effectiveness of internal control over financial reporting contained in,
incorporated by reference into or omitted from the Registration Statement, Time of Sale Information
or Prospectus.
A-11
Exhibit A
Additional Documents and Information Included in the Pricing Disclosure Package
X-00
XXXXXXX X-0
[Form of opinion of Executive Vice President and General Counsel]
(i) | Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of my knowledge, threatened against or affecting the Company, the Guarantors or any of their respective subsidiaries where any such action, suit or proceeding, if determined adversely, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. |
A-13
EXHIBIT B
REPUBLIC SERVICES, INC.
Pricing Term Sheet
Pricing Term Sheet
, 20___
Issuer: |
Republic Services, Inc., a Delaware corporation | |
Guarantors: |
Substantially all of the Issuer’s direct and | |
indirect subsidiaries. | ||
Size: |
$ | |
Maturity: |
||
Coupon (Interest Rate): |
—% | |
Yield to Maturity: |
—% | |
Spread to Benchmark Treasury: |
T + ____ basis points | |
Benchmark Treasury: |
UST ______% due , 20__ | |
Benchmark Treasury Price and Yield: |
+ and ______% | |
Interest Payment Dates: |
_______ and , commencing ______, 20__ | |
Redemption Provision: |
Make-Whole Call at T + ___ basis points | |
Price to Public: |
% | |
Settlement Date: |
, 20___ (T+5) | |
Ratings: |
(Xxxxx’x / S&P / Fitch) | |
CUSIP / ISIN: |
/ | |
Joint Book-Running Managers: |
||
Co-Managers: |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any
B-1
dealer participating in the offering will arrange to send you the prospectus if you request it by
calling toll-free 1-8[xx-xxx-xxxx] [or emailing o at [. ]]
B-2
EXHIBIT C
Free Writing Prospectuses Constituting Part of the Time of Sale Information
Pricing
Term Sheet dated ______________, 2010
C-1
EXHIBIT D
623 LANDFILL, INC.
A D A J CORPORATION
ACTION DISPOSAL, INC.
ADA COUNTY DEVELOPMENT COMPANY, INC.
XXXXXX LANDFILL, INC.
ADS OF ILLINOIS, INC.
ADS, INC.
AGRICULTURAL ACQUISITIONS, LLC
AGRI-TECH, INC. OF OREGON
ALABAMA RECYCLING SERVICES, INC.
ALBANY — LEBANON SANITATION, INC.
ALLIED ACQUISITION PENNSYLVANIA, INC.
ALLIED ACQUISITION TWO, INC.
ALLIED ENVIROENGINEERING, INC.
ALLIED GAS RECOVERY SYSTEMS, L.L.C.
ALLIED GREEN POWER, INC.
ALLIED NOVA SCOTIA, INC.
ALLIED SERVICES, LLC
ALLIED TRANSFER SYSTEMS OF NEW JERSEY, LLC
ALLIED WASTE ALABAMA, INC.
ALLIED WASTE COMPANY, INC.
ALLIED WASTE ENVIRONMENTAL MANAGEMENT GROUP, LLC
ALLIED WASTE HAULING OF GEORGIA, INC.
ALLIED WASTE HOLDINGS (CANADA) LTD.
ALLIED WASTE INDUSTRIES (ARIZONA), INC.
ALLIED WASTE INDUSTRIES (NEW MEXICO), INC.
ALLIED WASTE INDUSTRIES (SOUTHWEST), INC.
ALLIED WASTE INDUSTRIES OF GEORGIA, INC.
ALLIED WASTE INDUSTRIES OF ILLINOIS, INC.
ALLIED WASTE INDUSTRIES OF NORTHWEST INDIANA, INC.
ALLIED WASTE INDUSTRIES OF TENNESSEE, INC.
ALLIED WASTE INDUSTRIES, INC.
ALLIED WASTE LANDFILL HOLDINGS, INC.
ALLIED WASTE NIAGARA FALLS LANDFILL, LLC
ALLIED WASTE NORTH AMERICA, INC.
ALLIED WASTE OF CALIFORNIA, INC.
ALLIED WASTE OF LONG ISLAND, INC.
ALLIED WASTE OF NEW JERSEY, INC.
ALLIED WASTE OF NEW JERSEY-NEW YORK, LLC
ALLIED WASTE RECYCLING SERVICES OF NEW HAMPSHIRE, LLC
ALLIED WASTE RURAL SANITATION, INC.
ALLIED WASTE SERVICES OF COLORADO, INC.
ALLIED WASTE SERVICES OF MASSACHUSETTS, LLC
ALLIED WASTE SERVICES OF NORTH AMERICA, LLC
ALLIED WASTE SERVICES OF PAGE, INC.
ALLIED WASTE SERVICES OF STILLWATER, INC.
ALLIED WASTE SYCAMORE LANDFILL, LLC
A D A J CORPORATION
ACTION DISPOSAL, INC.
ADA COUNTY DEVELOPMENT COMPANY, INC.
XXXXXX LANDFILL, INC.
ADS OF ILLINOIS, INC.
ADS, INC.
AGRICULTURAL ACQUISITIONS, LLC
AGRI-TECH, INC. OF OREGON
ALABAMA RECYCLING SERVICES, INC.
ALBANY — LEBANON SANITATION, INC.
ALLIED ACQUISITION PENNSYLVANIA, INC.
ALLIED ACQUISITION TWO, INC.
ALLIED ENVIROENGINEERING, INC.
ALLIED GAS RECOVERY SYSTEMS, L.L.C.
ALLIED GREEN POWER, INC.
ALLIED NOVA SCOTIA, INC.
ALLIED SERVICES, LLC
ALLIED TRANSFER SYSTEMS OF NEW JERSEY, LLC
ALLIED WASTE ALABAMA, INC.
ALLIED WASTE COMPANY, INC.
ALLIED WASTE ENVIRONMENTAL MANAGEMENT GROUP, LLC
ALLIED WASTE HAULING OF GEORGIA, INC.
ALLIED WASTE HOLDINGS (CANADA) LTD.
ALLIED WASTE INDUSTRIES (ARIZONA), INC.
ALLIED WASTE INDUSTRIES (NEW MEXICO), INC.
ALLIED WASTE INDUSTRIES (SOUTHWEST), INC.
ALLIED WASTE INDUSTRIES OF GEORGIA, INC.
ALLIED WASTE INDUSTRIES OF ILLINOIS, INC.
ALLIED WASTE INDUSTRIES OF NORTHWEST INDIANA, INC.
ALLIED WASTE INDUSTRIES OF TENNESSEE, INC.
ALLIED WASTE INDUSTRIES, INC.
ALLIED WASTE LANDFILL HOLDINGS, INC.
ALLIED WASTE NIAGARA FALLS LANDFILL, LLC
ALLIED WASTE NORTH AMERICA, INC.
ALLIED WASTE OF CALIFORNIA, INC.
ALLIED WASTE OF LONG ISLAND, INC.
ALLIED WASTE OF NEW JERSEY, INC.
ALLIED WASTE OF NEW JERSEY-NEW YORK, LLC
ALLIED WASTE RECYCLING SERVICES OF NEW HAMPSHIRE, LLC
ALLIED WASTE RURAL SANITATION, INC.
ALLIED WASTE SERVICES OF COLORADO, INC.
ALLIED WASTE SERVICES OF MASSACHUSETTS, LLC
ALLIED WASTE SERVICES OF NORTH AMERICA, LLC
ALLIED WASTE SERVICES OF PAGE, INC.
ALLIED WASTE SERVICES OF STILLWATER, INC.
ALLIED WASTE SYCAMORE LANDFILL, LLC
D-1
ALLIED WASTE SYSTEMS HOLDINGS, INC.
ALLIED WASTE SYSTEMS OF ARIZONA, LLC
ALLIED WASTE SYSTEMS OF COLORADO, LLC
ALLIED WASTE SYSTEMS OF INDIANA, LLC
ALLIED WASTE SYSTEMS OF MICHIGAN, LLC
ALLIED WASTE SYSTEMS OF MONTANA, LLC
ALLIED WASTE SYSTEMS OF NEW JERSEY, LLC
ALLIED WASTE SYSTEMS OF NORTH CAROLINA, LLC
ALLIED WASTE SYSTEMS OF PENNSYLVANIA, LLC
ALLIED WASTE SYSTEMS, INC.
ALLIED WASTE TRANSFER SERVICES OF ARIZONA, LLC
ALLIED WASTE TRANSFER SERVICES OF CALIFORNIA, LLC
ALLIED WASTE TRANSFER SERVICES OF FLORIDA, LLC
ALLIED WASTE TRANSFER SERVICES OF IOWA, LLC
ALLIED WASTE TRANSFER SERVICES OF LIMA, LLC
ALLIED WASTE TRANSFER SERVICES OF NEW YORK, LLC
ALLIED WASTE TRANSFER SERVICES OF NORTH CAROLINA, LLC
ALLIED WASTE TRANSFER SERVICES OF OREGON, LLC
ALLIED WASTE TRANSFER SERVICES OF RHODE ISLAND, LLC
ALLIED WASTE TRANSFER SERVICES OF UTAH, INC.
ALLIED WASTE TRANSPORTATION, INC.
AMERICAN DISPOSAL SERVICES OF ILLINOIS, INC.
AMERICAN DISPOSAL SERVICES OF KANSAS, INC.
AMERICAN DISPOSAL SERVICES OF MISSOURI, INC.
AMERICAN DISPOSAL SERVICES OF NEW JERSEY, INC.
AMERICAN DISPOSAL SERVICES OF WEST VIRGINIA, INC.
AMERICAN DISPOSAL SERVICES, INC.
AMERICAN DISPOSAL TRANSFER SERVICES OF ILLINOIS, INC.
AMERICAN MATERIALS RECYCLING CORP.
AMERICAN SANITATION, INC.
AMERICAN TRANSFER COMPANY, INC.
ANSON COUNTY LANDFILL NC, LLC
APACHE JUNCTION LANDFILL CORPORATION
ARC DISPOSAL COMPANY, INC.
AREA DISPOSAL, INC.
ARIANA, LLC
ATLANTIC WASTE HOLDING COMPANY, INC.
ATLAS TRANSPORT, INC.
ATTWOODS OF NORTH AMERICA, INC.
AUTAUGA COUNTY LANDFILL, LLC
AUTOMATED MODULAR SYSTEMS, INC.
AUTOSHRED, INC.
AWIN LEASING COMPANY, INC.
AWIN LEASING II, LLC
AWIN MANAGEMENT, INC.
XXXXXX BROTHERS WASTE, INCORPORATED
BAY COLLECTION SERVICES, INC.
BAY ENVIRONMENTAL MANAGEMENT, INC.
BAY LANDFILLS, INC.
BAY LEASING COMPANY, INC.
ALLIED WASTE SYSTEMS OF ARIZONA, LLC
ALLIED WASTE SYSTEMS OF COLORADO, LLC
ALLIED WASTE SYSTEMS OF INDIANA, LLC
ALLIED WASTE SYSTEMS OF MICHIGAN, LLC
ALLIED WASTE SYSTEMS OF MONTANA, LLC
ALLIED WASTE SYSTEMS OF NEW JERSEY, LLC
ALLIED WASTE SYSTEMS OF NORTH CAROLINA, LLC
ALLIED WASTE SYSTEMS OF PENNSYLVANIA, LLC
ALLIED WASTE SYSTEMS, INC.
ALLIED WASTE TRANSFER SERVICES OF ARIZONA, LLC
ALLIED WASTE TRANSFER SERVICES OF CALIFORNIA, LLC
ALLIED WASTE TRANSFER SERVICES OF FLORIDA, LLC
ALLIED WASTE TRANSFER SERVICES OF IOWA, LLC
ALLIED WASTE TRANSFER SERVICES OF LIMA, LLC
ALLIED WASTE TRANSFER SERVICES OF NEW YORK, LLC
ALLIED WASTE TRANSFER SERVICES OF NORTH CAROLINA, LLC
ALLIED WASTE TRANSFER SERVICES OF OREGON, LLC
ALLIED WASTE TRANSFER SERVICES OF RHODE ISLAND, LLC
ALLIED WASTE TRANSFER SERVICES OF UTAH, INC.
ALLIED WASTE TRANSPORTATION, INC.
AMERICAN DISPOSAL SERVICES OF ILLINOIS, INC.
AMERICAN DISPOSAL SERVICES OF KANSAS, INC.
AMERICAN DISPOSAL SERVICES OF MISSOURI, INC.
AMERICAN DISPOSAL SERVICES OF NEW JERSEY, INC.
AMERICAN DISPOSAL SERVICES OF WEST VIRGINIA, INC.
AMERICAN DISPOSAL SERVICES, INC.
AMERICAN DISPOSAL TRANSFER SERVICES OF ILLINOIS, INC.
AMERICAN MATERIALS RECYCLING CORP.
AMERICAN SANITATION, INC.
AMERICAN TRANSFER COMPANY, INC.
ANSON COUNTY LANDFILL NC, LLC
APACHE JUNCTION LANDFILL CORPORATION
ARC DISPOSAL COMPANY, INC.
AREA DISPOSAL, INC.
ARIANA, LLC
ATLANTIC WASTE HOLDING COMPANY, INC.
ATLAS TRANSPORT, INC.
ATTWOODS OF NORTH AMERICA, INC.
AUTAUGA COUNTY LANDFILL, LLC
AUTOMATED MODULAR SYSTEMS, INC.
AUTOSHRED, INC.
AWIN LEASING COMPANY, INC.
AWIN LEASING II, LLC
AWIN MANAGEMENT, INC.
XXXXXX BROTHERS WASTE, INCORPORATED
BAY COLLECTION SERVICES, INC.
BAY ENVIRONMENTAL MANAGEMENT, INC.
BAY LANDFILLS, INC.
BAY LEASING COMPANY, INC.
D-2
BBCO, INC.
BELLEVILLE LANDFILL, INC.
BERKELEY SANITARY SERVICE, INC.
BFGSI, L.L.C.
BFI ATLANTIC, INC.
BFI ENERGY SYSTEMS OF ALBANY, INC.
BFI ENERGY SYSTEMS OF DELAWARE COUNTY, INC.
BFI ENERGY SYSTEMS OF ESSEX COUNTY, INC.
BFI ENERGY SYSTEMS OF HEMPSTEAD, INC.
BFI ENERGY SYSTEMS OF NIAGARA II, INC.
BFI ENERGY SYSTEMS OF NIAGARA, INC.
BFI ENERGY SYSTEMS OF SEMASS, INC.
BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, INC.
BFI INTERNATIONAL, INC.
BFI REF-FUEL, INC.
BFI TRANS RIVER (GP), INC.
BFI TRANSFER SYSTEMS OF ALABAMA, LLC
BFI TRANSFER SYSTEMS OF DC, LLC
BFI TRANSFER SYSTEMS OF GEORGIA, LLC
BFI TRANSFER SYSTEMS OF MARYLAND, LLC
BFI TRANSFER SYSTEMS OF MASSACHUSETTS, LLC
BFI TRANSFER SYSTEMS OF MISSISSIPPI, LLC
BFI TRANSFER SYSTEMS OF NEW JERSEY, INC.
BFI TRANSFER SYSTEMS OF PENNSYLVANIA, LLC
BFI TRANSFER SYSTEMS OF VIRGINIA, LLC
BFI WASTE SERVICES OF PENNSYLVANIA, LLC
BFI WASTE SERVICES OF TENNESSEE, LLC
BFI WASTE SERVICES, LLC
BFI WASTE SYSTEMS OF ALABAMA, LLC
BFI WASTE SYSTEMS OF ARKANSAS, LLC
BFI WASTE SYSTEMS OF GEORGIA, LLC
BFI WASTE SYSTEMS OF KENTUCKY, LLC
BFI WASTE SYSTEMS OF LOUISIANA, LLC
BFI WASTE SYSTEMS OF MASSACHUSETTS, LLC
BFI WASTE SYSTEMS OF MISSISSIPPI, LLC
BFI WASTE SYSTEMS OF MISSOURI, LLC
BFI WASTE SYSTEMS OF NEW JERSEY, INC.
BFI WASTE SYSTEMS OF NORTH AMERICA, LLC
BFI WASTE SYSTEMS OF NORTH CAROLINA, LLC
BFI WASTE SYSTEMS OF OKLAHOMA, LLC
BFI WASTE SYSTEMS OF SOUTH CAROLINA, LLC
BFI WASTE SYSTEMS OF TENNESSEE, LLC
BFI WASTE SYSTEMS OF VIRGINIA, LLC
BIO-MED OF OREGON, INC.
BLT ENTERPRISES OF OXNARD, INC.
BOND COUNTY LANDFILL, INC.
XXXXXXX LANDFILL, INC.
BORROW PIT CORP.
BRICKYARD DISPOSAL & RECYCLING, INC.
BRIDGETON LANDFILL, LLC
BELLEVILLE LANDFILL, INC.
BERKELEY SANITARY SERVICE, INC.
BFGSI, L.L.C.
BFI ATLANTIC, INC.
BFI ENERGY SYSTEMS OF ALBANY, INC.
BFI ENERGY SYSTEMS OF DELAWARE COUNTY, INC.
BFI ENERGY SYSTEMS OF ESSEX COUNTY, INC.
BFI ENERGY SYSTEMS OF HEMPSTEAD, INC.
BFI ENERGY SYSTEMS OF NIAGARA II, INC.
BFI ENERGY SYSTEMS OF NIAGARA, INC.
BFI ENERGY SYSTEMS OF SEMASS, INC.
BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, INC.
BFI INTERNATIONAL, INC.
BFI REF-FUEL, INC.
BFI TRANS RIVER (GP), INC.
BFI TRANSFER SYSTEMS OF ALABAMA, LLC
BFI TRANSFER SYSTEMS OF DC, LLC
BFI TRANSFER SYSTEMS OF GEORGIA, LLC
BFI TRANSFER SYSTEMS OF MARYLAND, LLC
BFI TRANSFER SYSTEMS OF MASSACHUSETTS, LLC
BFI TRANSFER SYSTEMS OF MISSISSIPPI, LLC
BFI TRANSFER SYSTEMS OF NEW JERSEY, INC.
BFI TRANSFER SYSTEMS OF PENNSYLVANIA, LLC
BFI TRANSFER SYSTEMS OF VIRGINIA, LLC
BFI WASTE SERVICES OF PENNSYLVANIA, LLC
BFI WASTE SERVICES OF TENNESSEE, LLC
BFI WASTE SERVICES, LLC
BFI WASTE SYSTEMS OF ALABAMA, LLC
BFI WASTE SYSTEMS OF ARKANSAS, LLC
BFI WASTE SYSTEMS OF GEORGIA, LLC
BFI WASTE SYSTEMS OF KENTUCKY, LLC
BFI WASTE SYSTEMS OF LOUISIANA, LLC
BFI WASTE SYSTEMS OF MASSACHUSETTS, LLC
BFI WASTE SYSTEMS OF MISSISSIPPI, LLC
BFI WASTE SYSTEMS OF MISSOURI, LLC
BFI WASTE SYSTEMS OF NEW JERSEY, INC.
BFI WASTE SYSTEMS OF NORTH AMERICA, LLC
BFI WASTE SYSTEMS OF NORTH CAROLINA, LLC
BFI WASTE SYSTEMS OF OKLAHOMA, LLC
BFI WASTE SYSTEMS OF SOUTH CAROLINA, LLC
BFI WASTE SYSTEMS OF TENNESSEE, LLC
BFI WASTE SYSTEMS OF VIRGINIA, LLC
BIO-MED OF OREGON, INC.
BLT ENTERPRISES OF OXNARD, INC.
BOND COUNTY LANDFILL, INC.
XXXXXXX LANDFILL, INC.
BORROW PIT CORP.
BRICKYARD DISPOSAL & RECYCLING, INC.
BRIDGETON LANDFILL, LLC
D-3
BRIDGETON TRANSFER STATION, LLC
XXXXXXXX-XXXXXX FINANCIAL SERVICES, INC.
XXXXXXXX-XXXXXX INDUSTRIES CHEMICAL SERVICES, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF CALIFORNIA, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF FLORIDA, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF ILLINOIS, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF NEW JERSEY, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF NEW YORK, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF OHIO, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF TENNESSEE, INC.
XXXXXXXX-XXXXXX INDUSTRIES, INC.
XXXXXXXX-XXXXXX INDUSTRIES, LLC
XXXXXXXX-XXXXXX SERVICES, INC.
XXXXXXXX-XXXXXX, INC.
BRUNSWICK WASTE MANAGEMENT FACILITY, LLC
XXXXXXX TRASH SERVICE, INC.
XXXXXX COUNTY LANDFILL, LLC
C & C EXPANDED SANITARY LANDFILL, LLC
CACTUS WASTE SYSTEMS, LLC
XXXXXXX TRASH SYSTEMS, INCORPORATED
CAPITOL RECYCLING AND DISPOSAL, INC.
CARBON LIMESTONE LANDFILL, LLC
CC LANDFILL, INC.
CECOS INTERNATIONAL, INC.
CELINA LANDFILL, INC.
CENTRAL ARIZONA TRANSFER, INC.
CENTRAL SANITARY LANDFILL, INC.
CENTRAL VIRGINIA PROPERTIES, LLC
CHARTER EVAPORATION RESOURCE RECOVERY SYSTEMS
CHEROKEE RUN LANDFILL, INC.
XXXXXXX LANDFILL, LLC
CITIZENS DISPOSAL, INC.
CITY-STAR SERVICES, INC.
CLARKSTON DISPOSAL, INC.
COCOPAH LANDFILL, INC.
COMPACTOR RENTAL SYSTEMS OF DELAWARE, INC.
CONSOLIDATED DISPOSAL SERVICE, L.L.C.
CONTINENTAL WASTE INDUSTRIES, L.L.C.
COPPER MOUNTAIN LANDFILL, INC.
CORVALLIS DISPOSAL CO.
COUNTY DISPOSAL (OHIO), INC.
COUNTY DISPOSAL, INC.
COUNTY ENVIRONMENTAL LANDFILL, LLC
COUNTY LAND DEVELOPMENT LANDFILL, LLC
COUNTY LANDFILL, INC.
XXXXXXXX XXXXX LANDFILL, LLC
CRESCENT ACRES LANDFILL, LLC
XXXXXXXX SANITARY SERVICE, INC.
CUMBERLAND COUNTY DEVELOPMENT COMPANY, LLC
CWI OF ILLINOIS, INC.
XXXXXXXX-XXXXXX FINANCIAL SERVICES, INC.
XXXXXXXX-XXXXXX INDUSTRIES CHEMICAL SERVICES, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF CALIFORNIA, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF FLORIDA, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF ILLINOIS, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF NEW JERSEY, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF NEW YORK, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF OHIO, INC.
XXXXXXXX-XXXXXX INDUSTRIES OF TENNESSEE, INC.
XXXXXXXX-XXXXXX INDUSTRIES, INC.
XXXXXXXX-XXXXXX INDUSTRIES, LLC
XXXXXXXX-XXXXXX SERVICES, INC.
XXXXXXXX-XXXXXX, INC.
BRUNSWICK WASTE MANAGEMENT FACILITY, LLC
XXXXXXX TRASH SERVICE, INC.
XXXXXX COUNTY LANDFILL, LLC
C & C EXPANDED SANITARY LANDFILL, LLC
CACTUS WASTE SYSTEMS, LLC
XXXXXXX TRASH SYSTEMS, INCORPORATED
CAPITOL RECYCLING AND DISPOSAL, INC.
CARBON LIMESTONE LANDFILL, LLC
CC LANDFILL, INC.
CECOS INTERNATIONAL, INC.
CELINA LANDFILL, INC.
CENTRAL ARIZONA TRANSFER, INC.
CENTRAL SANITARY LANDFILL, INC.
CENTRAL VIRGINIA PROPERTIES, LLC
CHARTER EVAPORATION RESOURCE RECOVERY SYSTEMS
CHEROKEE RUN LANDFILL, INC.
XXXXXXX LANDFILL, LLC
CITIZENS DISPOSAL, INC.
CITY-STAR SERVICES, INC.
CLARKSTON DISPOSAL, INC.
COCOPAH LANDFILL, INC.
COMPACTOR RENTAL SYSTEMS OF DELAWARE, INC.
CONSOLIDATED DISPOSAL SERVICE, L.L.C.
CONTINENTAL WASTE INDUSTRIES, L.L.C.
COPPER MOUNTAIN LANDFILL, INC.
CORVALLIS DISPOSAL CO.
COUNTY DISPOSAL (OHIO), INC.
COUNTY DISPOSAL, INC.
COUNTY ENVIRONMENTAL LANDFILL, LLC
COUNTY LAND DEVELOPMENT LANDFILL, LLC
COUNTY LANDFILL, INC.
XXXXXXXX XXXXX LANDFILL, LLC
CRESCENT ACRES LANDFILL, LLC
XXXXXXXX SANITARY SERVICE, INC.
CUMBERLAND COUNTY DEVELOPMENT COMPANY, LLC
CWI OF ILLINOIS, INC.
D-4
CWI OF MISSOURI, INC.
D & L DISPOSAL, L.L.C.
DALLAS DISPOSAL CO.
DELTA CONTAINER CORPORATION
DELTA DADE RECYCLING CORP.
DELTA PAPER STOCK, CO.
DELTA RESOURCES CORP.
DELTA SITE DEVELOPMENT CORP.
DELTA WASTE CORP.
XXXXXXX WASTE SYSTEMS II, INC.
DENVER RL NORTH, INC.
DTC MANAGEMENT, INC.
E LEASING COMPANY, LLC
EAGLE INDUSTRIES LEASING, INC.
EAST CHICAGO COMPOST FACILITY, INC.
ECDC ENVIRONMENTAL OF HUMBOLDT COUNTY, INC.
ECDC ENVIRONMENTAL, L.C.
ECDC HOLDINGS, INC.
ELDER CREEK TRANSFER & RECOVERY, INC.
XXXXX XXXXX LANDFILL MO, LLC
ENVIROCYCLE, INC.
ENVIRONMENTAL DEVELOPMENT CORP.
ENVIRONMENTAL RECLAMATION COMPANY
ENVIRONTECH, INC.
ENVOTECH-ILLINOIS L.L.C.
EVERGREEN SCAVENGER SERVICE, INC.
EVERGREEN SCAVENGER SERVICE, L.L.C.
F. P. XXXXXXXX RUBBISH REMOVAL, INC.
FLINT HILL ROAD, LLC
FLL, INC.
FOREST VIEW LANDFILL, LLC
FORWARD, INC.
XXXX XXXXXXX TRUCKING CO., INC.
FRONTIER WASTE SERVICES (COLORADO), LLC
FRONTIER WASTE SERVICES (UTAH), LLC
FRONTIER WASTE SERVICES OF LOUISIANA L.L.C.
G. XXX XXXXX DISPOSAL INC.
GATEWAY LANDFILL, LLC
GEK, INC.
GENERAL REFUSE ROLLOFF CORP.
GENERAL REFUSE SERVICE OF OHIO, L.L.C.
GEORGIA RECYCLING SERVICES, INC.
GOLDEN BEAR TRANSFER SERVICES, INC.
GOLDEN WASTE DISPOSAL, INC.
GRANTS PASS SANITATION, INC.
GREAT LAKES DISPOSAL SERVICE, INC.
GREAT PLAINS LANDFILL OK, LLC
GREENRIDGE RECLAMATION, LLC
GREENRIDGE WASTE SERVICES, LLC
GULFCOAST WASTE SERVICE, INC.
D & L DISPOSAL, L.L.C.
DALLAS DISPOSAL CO.
DELTA CONTAINER CORPORATION
DELTA DADE RECYCLING CORP.
DELTA PAPER STOCK, CO.
DELTA RESOURCES CORP.
DELTA SITE DEVELOPMENT CORP.
DELTA WASTE CORP.
XXXXXXX WASTE SYSTEMS II, INC.
DENVER RL NORTH, INC.
DTC MANAGEMENT, INC.
E LEASING COMPANY, LLC
EAGLE INDUSTRIES LEASING, INC.
EAST CHICAGO COMPOST FACILITY, INC.
ECDC ENVIRONMENTAL OF HUMBOLDT COUNTY, INC.
ECDC ENVIRONMENTAL, L.C.
ECDC HOLDINGS, INC.
ELDER CREEK TRANSFER & RECOVERY, INC.
XXXXX XXXXX LANDFILL MO, LLC
ENVIROCYCLE, INC.
ENVIRONMENTAL DEVELOPMENT CORP.
ENVIRONMENTAL RECLAMATION COMPANY
ENVIRONTECH, INC.
ENVOTECH-ILLINOIS L.L.C.
EVERGREEN SCAVENGER SERVICE, INC.
EVERGREEN SCAVENGER SERVICE, L.L.C.
F. P. XXXXXXXX RUBBISH REMOVAL, INC.
FLINT HILL ROAD, LLC
FLL, INC.
FOREST VIEW LANDFILL, LLC
FORWARD, INC.
XXXX XXXXXXX TRUCKING CO., INC.
FRONTIER WASTE SERVICES (COLORADO), LLC
FRONTIER WASTE SERVICES (UTAH), LLC
FRONTIER WASTE SERVICES OF LOUISIANA L.L.C.
G. XXX XXXXX DISPOSAL INC.
GATEWAY LANDFILL, LLC
GEK, INC.
GENERAL REFUSE ROLLOFF CORP.
GENERAL REFUSE SERVICE OF OHIO, L.L.C.
GEORGIA RECYCLING SERVICES, INC.
GOLDEN BEAR TRANSFER SERVICES, INC.
GOLDEN WASTE DISPOSAL, INC.
GRANTS PASS SANITATION, INC.
GREAT LAKES DISPOSAL SERVICE, INC.
GREAT PLAINS LANDFILL OK, LLC
GREENRIDGE RECLAMATION, LLC
GREENRIDGE WASTE SERVICES, LLC
GULFCOAST WASTE SERVICE, INC.
D-5
H LEASING COMPANY, LLC
XXXXXXX COUNTY DEVELOPMENT COMPANY, LLC
HARLAND’S SANITARY LANDFILL, INC.
XXXXXXXX COUNTY LANDFILL, LLC
HONEYGO RUN RECLAMATION CENTER, INC.
ILLINOIS LANDFILL, INC.
ILLINOIS RECYCLING SERVICES, INC.
ILLINOIS VALLEY RECYCLING, INC.
IMPERIAL LANDFILL, INC.
INDEPENDENT TRUCKING COMPANY
XXXXXX WASTE DISPOSAL, INC.
INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA
ISLAND WASTE SERVICES LTD.
XXXXXXX COUNTY LANDFILL, LLC
JEFFERSON CITY LANDFILL, LLC
XXXXXXXXX XXXXXX DEVELOPMENT COMPANY, LLC
XXXXXX DISPOSAL, INC.
XXXXXX ENTERPRISES, LLC
KANKAKEE QUARRY, INC.
XXXXXX CANYON LANDFILL COMPANY
XXXXXX DROP BOX, INC.
LA CAÑADA DISPOSAL COMPANY, INC.
LAKE XXXXXX LANDFILL, INC.
LANDCOMP CORPORATION
XXXXXXX SUNRISE SANITATION CORPORATION
XXX COUNTY LANDFILL SC, LLC
XXX COUNTY LANDFILL, INC.
LEMONS LANDFILL, LLC
LIBERTY WASTE HOLDINGS, INC.
LIBERTY WASTE SERVICES LIMITED, L.L.C.
LIBERTY WASTE SERVICES OF ILLINOIS, L.L.C.
LIBERTY WASTE SERVICES OF XXXXXX, L.L.C.
LITTLE CREEK LANDING, LLC
LOCAL SANITATION OF ROWAN COUNTY, L.L.C.
LOOP RECYCLING, INC.
LOOP TRANSFER, INCORPORATED
LORAIN COUNTY LANDFILL, LLC
XXXXX XXXXX & SON, INC., SANITATION CONTRACTORS
XXXXX COUNTY LAND DEVELOPMENT, INC.
XXXXX COUNTY LANDFILL, LLC
MADISON COUNTY DEVELOPMENT, LLC
MANUMIT OF FLORIDA, INC.
XXXXXXXX RECYCLING, INC.
XXXXXXX WASTE SYSTEMS, INC.
MENANDS ENVIRONMENTAL SOLUTIONS, LLC
MESA DISPOSAL, INC.
MIDWAY DEVELOPMENT COMPANY, INC.
MISSISSIPPI WASTE PAPER COMPANY
MISSOURI CITY LANDFILL, LLC
MOUNTAIN HOME DISPOSAL, INC.
XXXXXXX COUNTY DEVELOPMENT COMPANY, LLC
HARLAND’S SANITARY LANDFILL, INC.
XXXXXXXX COUNTY LANDFILL, LLC
HONEYGO RUN RECLAMATION CENTER, INC.
ILLINOIS LANDFILL, INC.
ILLINOIS RECYCLING SERVICES, INC.
ILLINOIS VALLEY RECYCLING, INC.
IMPERIAL LANDFILL, INC.
INDEPENDENT TRUCKING COMPANY
XXXXXX WASTE DISPOSAL, INC.
INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA
ISLAND WASTE SERVICES LTD.
XXXXXXX COUNTY LANDFILL, LLC
JEFFERSON CITY LANDFILL, LLC
XXXXXXXXX XXXXXX DEVELOPMENT COMPANY, LLC
XXXXXX DISPOSAL, INC.
XXXXXX ENTERPRISES, LLC
KANKAKEE QUARRY, INC.
XXXXXX CANYON LANDFILL COMPANY
XXXXXX DROP BOX, INC.
LA CAÑADA DISPOSAL COMPANY, INC.
LAKE XXXXXX LANDFILL, INC.
LANDCOMP CORPORATION
XXXXXXX SUNRISE SANITATION CORPORATION
XXX COUNTY LANDFILL SC, LLC
XXX COUNTY LANDFILL, INC.
LEMONS LANDFILL, LLC
LIBERTY WASTE HOLDINGS, INC.
LIBERTY WASTE SERVICES LIMITED, L.L.C.
LIBERTY WASTE SERVICES OF ILLINOIS, L.L.C.
LIBERTY WASTE SERVICES OF XXXXXX, L.L.C.
LITTLE CREEK LANDING, LLC
LOCAL SANITATION OF ROWAN COUNTY, L.L.C.
LOOP RECYCLING, INC.
LOOP TRANSFER, INCORPORATED
LORAIN COUNTY LANDFILL, LLC
XXXXX XXXXX & SON, INC., SANITATION CONTRACTORS
XXXXX COUNTY LAND DEVELOPMENT, INC.
XXXXX COUNTY LANDFILL, LLC
MADISON COUNTY DEVELOPMENT, LLC
MANUMIT OF FLORIDA, INC.
XXXXXXXX RECYCLING, INC.
XXXXXXX WASTE SYSTEMS, INC.
MENANDS ENVIRONMENTAL SOLUTIONS, LLC
MESA DISPOSAL, INC.
MIDWAY DEVELOPMENT COMPANY, INC.
MISSISSIPPI WASTE PAPER COMPANY
MISSOURI CITY LANDFILL, LLC
MOUNTAIN HOME DISPOSAL, INC.
D-6
N LEASING COMPANY, LLC
NATIONSWASTE CATAWBA REGIONAL LANDFILL, INC.
NATIONSWASTE, INC.
NCORP, INC.
NEW XXXXXX LANDFILL COMPANY, INC.
NEW YORK WASTE SERVICES, LLC
NEWCO WASTE SYSTEMS OF NEW JERSEY, INC.
NOBLE ROAD LANDFILL, INC.
NORTHEAST LANDFILL, LLC
NORTHLAKE TRANSFER, INC.
NORTHWEST TENNESSEE DISPOSAL CORPORATION
OAKLAND HEIGHTS DEVELOPMENT, INC.
OBSCURITY LAND DEVELOPMENT, LLC
OHIO REPUBLIC CONTRACTS, II, INC.
OHIO REPUBLIC CONTRACTS, INC.
OKLAHOMA CITY LANDFILL, L.L.C.
OSCAR’S COLLECTION SYSTEM OF FREMONT, INC.
OTAY LANDFILL, INC.
OTTAWA COUNTY LANDFILL, INC.
PACKERTON LAND COMPANY, L.L.C.
PALOMAR TRANSFER STATION, INC.
XXXXXXX REAL ESTATE COMPANY
XXXXXXX & SONS, INC.
PINAL COUNTY LANDFILL CORP.
PINECREST LANDFILL OK, LLC
PITTSBURG COUNTY LANDFILL, INC.
POLK COUNTY LANDFILL, LLC
PORT CLINTON LANDFILL, INC.
PORTABLE STORAGE CO.
XXXXXX COUNTY LANDFILL, INC.
PRICE & SONS RECYCLING COMPANY
PRINCE GEORGE’S COUNTY LANDFILL, LLC
X.X. XXXXXX ENTERPRISES, INC.
X.X. XXXXXX REFUSE SERVICE INC.
RABANCO RECYCLING, INC.
RABANCO, LTD.
XXXXXX LANDFILL, INC.
RCS, INC.
RELIABLE DISPOSAL, INC.
REPUBLIC DUMPCO, INC.
REPUBLIC ENVIRONMENTAL TECHNOLOGIES, INC.
REPUBLIC OHIO CONTRACTS, LLC
REPUBLIC SERVICES AVIATION, INC.
REPUBLIC SERVICES FINANCIAL LP, INC.
REPUBLIC SERVICES GROUP, LLC
REPUBLIC SERVICES HOLDING COMPANY, INC.
REPUBLIC SERVICES OF ARIZONA HAULING, LLC
REPUBLIC SERVICES OF CALIFORNIA HOLDING COMPANY, INC.
REPUBLIC SERVICES OF CALIFORNIA II, LLC
REPUBLIC SERVICES OF COLORADO HAULING, LLC
NATIONSWASTE CATAWBA REGIONAL LANDFILL, INC.
NATIONSWASTE, INC.
NCORP, INC.
NEW XXXXXX LANDFILL COMPANY, INC.
NEW YORK WASTE SERVICES, LLC
NEWCO WASTE SYSTEMS OF NEW JERSEY, INC.
NOBLE ROAD LANDFILL, INC.
NORTHEAST LANDFILL, LLC
NORTHLAKE TRANSFER, INC.
NORTHWEST TENNESSEE DISPOSAL CORPORATION
OAKLAND HEIGHTS DEVELOPMENT, INC.
OBSCURITY LAND DEVELOPMENT, LLC
OHIO REPUBLIC CONTRACTS, II, INC.
OHIO REPUBLIC CONTRACTS, INC.
OKLAHOMA CITY LANDFILL, L.L.C.
OSCAR’S COLLECTION SYSTEM OF FREMONT, INC.
OTAY LANDFILL, INC.
OTTAWA COUNTY LANDFILL, INC.
PACKERTON LAND COMPANY, L.L.C.
PALOMAR TRANSFER STATION, INC.
XXXXXXX REAL ESTATE COMPANY
XXXXXXX & SONS, INC.
PINAL COUNTY LANDFILL CORP.
PINECREST LANDFILL OK, LLC
PITTSBURG COUNTY LANDFILL, INC.
POLK COUNTY LANDFILL, LLC
PORT CLINTON LANDFILL, INC.
PORTABLE STORAGE CO.
XXXXXX COUNTY LANDFILL, INC.
PRICE & SONS RECYCLING COMPANY
PRINCE GEORGE’S COUNTY LANDFILL, LLC
X.X. XXXXXX ENTERPRISES, INC.
X.X. XXXXXX REFUSE SERVICE INC.
RABANCO RECYCLING, INC.
RABANCO, LTD.
XXXXXX LANDFILL, INC.
RCS, INC.
RELIABLE DISPOSAL, INC.
REPUBLIC DUMPCO, INC.
REPUBLIC ENVIRONMENTAL TECHNOLOGIES, INC.
REPUBLIC OHIO CONTRACTS, LLC
REPUBLIC SERVICES AVIATION, INC.
REPUBLIC SERVICES FINANCIAL LP, INC.
REPUBLIC SERVICES GROUP, LLC
REPUBLIC SERVICES HOLDING COMPANY, INC.
REPUBLIC SERVICES OF ARIZONA HAULING, LLC
REPUBLIC SERVICES OF CALIFORNIA HOLDING COMPANY, INC.
REPUBLIC SERVICES OF CALIFORNIA II, LLC
REPUBLIC SERVICES OF COLORADO HAULING, LLC
D-7
REPUBLIC SERVICES OF COLORADO I, LLC
REPUBLIC SERVICES OF FLORIDA GP, INC.
REPUBLIC SERVICES OF FLORIDA LP, INC.
REPUBLIC SERVICES OF GEORGIA GP, LLC
REPUBLIC SERVICES OF GEORGIA LP, LLC
REPUBLIC SERVICES OF INDIANA LP, INC.
REPUBLIC SERVICES OF INDIANA TRANSPORTATION, LLC
REPUBLIC SERVICES OF KENTUCKY, LLC
REPUBLIC SERVICES OF MICHIGAN HAULING, LLC
REPUBLIC SERVICES OF MICHIGAN HOLDING COMPANY, INC.
REPUBLIC SERVICES OF MICHIGAN I, LLC
REPUBLIC SERVICES OF MICHIGAN II, LLC
REPUBLIC SERVICES OF MICHIGAN III, LLC
REPUBLIC SERVICES OF MICHIGAN IV, LLC
REPUBLIC SERVICES OF MICHIGAN V, LLC
REPUBLIC SERVICES OF NEW JERSEY, LLC
REPUBLIC SERVICES OF NORTH CAROLINA, LLC
REPUBLIC SERVICES OF OHIO HAULING, LLC
REPUBLIC SERVICES OF OHIO I, LLC
REPUBLIC SERVICES OF OHIO II, LLC
REPUBLIC SERVICES OF OHIO III, LLC
REPUBLIC SERVICES OF OHIO IV, LLC
REPUBLIC SERVICES OF PENNSYLVANIA, LLC
REPUBLIC SERVICES OF SOUTH CAROLINA, LLC
REPUBLIC SERVICES OF SOUTHERN CALIFORNIA, LLC
REPUBLIC SERVICES OF VIRGINIA, LLC
REPUBLIC SERVICES OF WISCONSIN GP, LLC
REPUBLIC SERVICES OF WISCONSIN LP, LLC
REPUBLIC SERVICES REAL ESTATE HOLDING, INC.
REPUBLIC SERVICES VASCO ROAD, LLC
REPUBLIC SILVER STATE DISPOSAL, INC.
REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC
REPUBLIC WASTE SERVICES OF TEXAS GP, INC.
REPUBLIC WASTE SERVICES OF TEXAS LP, INC.
RESOURCE RECOVERY, INC.
RI/ALAMEDA CORP.
RICHMOND SANITARY SERVICE, INC.
RISK SERVICES, INC.
RITM, LLC
ROCK ROAD INDUSTRIES, INC.
XXXX BROS. WASTE & RECYCLING CO.
XXXXXXX SANITARY SERVICE, INC.
XXXXXX LANDFILL, INC.
ROYAL HOLDINGS, INC.
RUBBISH CONTROL, LLC
S & S RECYCLING, INC.
S LEASING COMPANY, LLC
SALINE COUNTY LANDFILL, INC.
SAN DIEGO LANDFILL SYSTEMS, LLC
SAN MARCOS NCRRF, INC.
REPUBLIC SERVICES OF FLORIDA GP, INC.
REPUBLIC SERVICES OF FLORIDA LP, INC.
REPUBLIC SERVICES OF GEORGIA GP, LLC
REPUBLIC SERVICES OF GEORGIA LP, LLC
REPUBLIC SERVICES OF INDIANA LP, INC.
REPUBLIC SERVICES OF INDIANA TRANSPORTATION, LLC
REPUBLIC SERVICES OF KENTUCKY, LLC
REPUBLIC SERVICES OF MICHIGAN HAULING, LLC
REPUBLIC SERVICES OF MICHIGAN HOLDING COMPANY, INC.
REPUBLIC SERVICES OF MICHIGAN I, LLC
REPUBLIC SERVICES OF MICHIGAN II, LLC
REPUBLIC SERVICES OF MICHIGAN III, LLC
REPUBLIC SERVICES OF MICHIGAN IV, LLC
REPUBLIC SERVICES OF MICHIGAN V, LLC
REPUBLIC SERVICES OF NEW JERSEY, LLC
REPUBLIC SERVICES OF NORTH CAROLINA, LLC
REPUBLIC SERVICES OF OHIO HAULING, LLC
REPUBLIC SERVICES OF OHIO I, LLC
REPUBLIC SERVICES OF OHIO II, LLC
REPUBLIC SERVICES OF OHIO III, LLC
REPUBLIC SERVICES OF OHIO IV, LLC
REPUBLIC SERVICES OF PENNSYLVANIA, LLC
REPUBLIC SERVICES OF SOUTH CAROLINA, LLC
REPUBLIC SERVICES OF SOUTHERN CALIFORNIA, LLC
REPUBLIC SERVICES OF VIRGINIA, LLC
REPUBLIC SERVICES OF WISCONSIN GP, LLC
REPUBLIC SERVICES OF WISCONSIN LP, LLC
REPUBLIC SERVICES REAL ESTATE HOLDING, INC.
REPUBLIC SERVICES VASCO ROAD, LLC
REPUBLIC SILVER STATE DISPOSAL, INC.
REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC
REPUBLIC WASTE SERVICES OF TEXAS GP, INC.
REPUBLIC WASTE SERVICES OF TEXAS LP, INC.
RESOURCE RECOVERY, INC.
RI/ALAMEDA CORP.
RICHMOND SANITARY SERVICE, INC.
RISK SERVICES, INC.
RITM, LLC
ROCK ROAD INDUSTRIES, INC.
XXXX BROS. WASTE & RECYCLING CO.
XXXXXXX SANITARY SERVICE, INC.
XXXXXX LANDFILL, INC.
ROYAL HOLDINGS, INC.
RUBBISH CONTROL, LLC
S & S RECYCLING, INC.
S LEASING COMPANY, LLC
SALINE COUNTY LANDFILL, INC.
SAN DIEGO LANDFILL SYSTEMS, LLC
SAN MARCOS NCRRF, INC.
D-8
SAND VALLEY HOLDINGS, L.L.C.
XXXXX HOLLOW LANDFILL CORP.
SANGAMON VALLEY LANDFILL, INC.
SANITARY DISPOSAL SERVICE, INC.
SAUK TRAIL DEVELOPMENT, INC.
XXXXXXXXX CORPORATION OF ORLANDO
SHOW-ME LANDFILL, LLC
SHRED — ALL RECYCLING SYSTEMS INC.
XXXXXX GARBAGE COMPANY
SOURCE RECYCLING, INC.
SOUTHEAST LANDFILL, LLC
SOUTHERN ILLINOIS REGIONAL LANDFILL, INC.
ST. XXXXXXX XXXXXX DEVELOPMENT COMPANY, LLC
ST. XXXXXX LANDFILL, LLC
STANDARD DISPOSAL SERVICES, INC.
STANDARD ENVIRONMENTAL SERVICES, INC.
STANDARD WASTE, INC.
STREATOR AREA LANDFILL, INC.
SUBURBAN TRANSFER, INC.
SUBURBAN WAREHOUSE, INC.
SUMMIT WASTE SYSTEMS, INC.
SUNRISE SANITATION SERVICE, INC.
SUNSET DISPOSAL SERVICE, INC.
SUNSET DISPOSAL, INC.
SYCAMORE LANDFILL, INC.
XXXX’X TRANSFER SYSTEMS, INC.
TAY-BAN CORPORATION
XXXXXX RIDGE LANDFILL, INC.
TENNESSEE UNION COUNTY LANDFILL, INC.
THE ECOLOGY GROUP, INC.
XXXXXX DISPOSAL SERVICE, INC.
XXX XXXXXXX’X DISPOSAL SERVICE, INC.
TOTAL ROLL-OFFS, L.L.C.
TOTAL SOLID WASTE RECYCLERS, INC.
TRICIL (N.Y.), INC.
TRI-COUNTY REFUSE SERVICE, INC.
TRI-STATE RECYCLING SERVICES, INC.
TRI-STATE REFUSE CORPORATION
UNITED DISPOSAL SERVICE, INC.
UPPER ROCK ISLAND COUNTY LANDFILL, INC.
VALLEY LANDFILLS, INC.
XXXXXX DISPOSAL SERVICE, INC.
WASATCH REGIONAL LANDFILL, INC.
WASTE CONTROL SYSTEMS, INC.
WASTE SERVICES OF NEW YORK, INC.
WASTEHAUL, INC.
XXXXX COUNTY LAND DEVELOPMENT, LLC
XXXXX COUNTY LANDFILL IL, INC.
XXXXX DEVELOPERS, LLC
WDTR, INC.
XXXXX HOLLOW LANDFILL CORP.
SANGAMON VALLEY LANDFILL, INC.
SANITARY DISPOSAL SERVICE, INC.
SAUK TRAIL DEVELOPMENT, INC.
XXXXXXXXX CORPORATION OF ORLANDO
SHOW-ME LANDFILL, LLC
SHRED — ALL RECYCLING SYSTEMS INC.
XXXXXX GARBAGE COMPANY
SOURCE RECYCLING, INC.
SOUTHEAST LANDFILL, LLC
SOUTHERN ILLINOIS REGIONAL LANDFILL, INC.
ST. XXXXXXX XXXXXX DEVELOPMENT COMPANY, LLC
ST. XXXXXX LANDFILL, LLC
STANDARD DISPOSAL SERVICES, INC.
STANDARD ENVIRONMENTAL SERVICES, INC.
STANDARD WASTE, INC.
STREATOR AREA LANDFILL, INC.
SUBURBAN TRANSFER, INC.
SUBURBAN WAREHOUSE, INC.
SUMMIT WASTE SYSTEMS, INC.
SUNRISE SANITATION SERVICE, INC.
SUNSET DISPOSAL SERVICE, INC.
SUNSET DISPOSAL, INC.
SYCAMORE LANDFILL, INC.
XXXX’X TRANSFER SYSTEMS, INC.
TAY-BAN CORPORATION
XXXXXX RIDGE LANDFILL, INC.
TENNESSEE UNION COUNTY LANDFILL, INC.
THE ECOLOGY GROUP, INC.
XXXXXX DISPOSAL SERVICE, INC.
XXX XXXXXXX’X DISPOSAL SERVICE, INC.
TOTAL ROLL-OFFS, L.L.C.
TOTAL SOLID WASTE RECYCLERS, INC.
TRICIL (N.Y.), INC.
TRI-COUNTY REFUSE SERVICE, INC.
TRI-STATE RECYCLING SERVICES, INC.
TRI-STATE REFUSE CORPORATION
UNITED DISPOSAL SERVICE, INC.
UPPER ROCK ISLAND COUNTY LANDFILL, INC.
VALLEY LANDFILLS, INC.
XXXXXX DISPOSAL SERVICE, INC.
WASATCH REGIONAL LANDFILL, INC.
WASTE CONTROL SYSTEMS, INC.
WASTE SERVICES OF NEW YORK, INC.
WASTEHAUL, INC.
XXXXX COUNTY LAND DEVELOPMENT, LLC
XXXXX COUNTY LANDFILL IL, INC.
XXXXX DEVELOPERS, LLC
WDTR, INC.
D-9
WEBSTER PARISH LANDFILL, L.L.C.
WEST CONTRA COSTA ENERGY RECOVERY COMPANY
WEST CONTRA COSTA SANITARY LANDFILL, INC.
WEST COUNTY LANDFILL, INC.
WEST COUNTY RESOURCE RECOVERY, INC.
WILLAMETTE RESOURCES, INC.
XXXXXXXX COUNTY LANDFILL INC.
WILLOW RIDGE LANDFILL, LLC
WJR ENVIRONMENTAL, INC.
WOODLAKE SANITARY SERVICE, INC.
ZAKAROFF SERVICES
WEST CONTRA COSTA ENERGY RECOVERY COMPANY
WEST CONTRA COSTA SANITARY LANDFILL, INC.
WEST COUNTY LANDFILL, INC.
WEST COUNTY RESOURCE RECOVERY, INC.
WILLAMETTE RESOURCES, INC.
XXXXXXXX COUNTY LANDFILL INC.
WILLOW RIDGE LANDFILL, LLC
WJR ENVIRONMENTAL, INC.
WOODLAKE SANITARY SERVICE, INC.
ZAKAROFF SERVICES
ABILENE LANDFILL TX, LP
BFI TRANSFER SYSTEMS OF TEXAS, LP
BFI WASTE SERVICES OF INDIANA, LP
BFI WASTE SERVICES OF TEXAS, LP
BFI WASTE SYSTEMS OF INDIANA, LP
BLUE RIDGE LANDFILL TX, LP
BRENHAM TOTAL ROLL-OFFS, LP
CAMELOT LANDFILL TX, LP
CEFE LANDFILL TX, XX
XXXX LANDFILL TX, L.P.
DESARROLLO DEL RANCHO LA XXXXXX TX, LP
EL CENTRO LANDFILL, X.X.
XXXXX COUNTY LANDFILL TX, LP
FORT WORTH LANDFILL TX, LP
FRONTIER WASTE SERVICES, L.P.
GALVESTON COUNTY LANDFILL TX, XX
XXXXX ROAD LANDFILL TX, LP
GOLDEN TRIANGLE LANDFILL TX, XX
XXXXXXXXX LANDFILL TX, LP
GULF WEST LANDFILL TX, LP
ITASCA LANDFILL TX, LP
KERRVILLE LANDFILL TX, LP
LEWISVILLE LANDFILL TX, LP
MARS ROAD TX, XX
XXXXXXX ROAD LANDFILL TX, LP
MESQUITE LANDFILL TX, LP
MEXIA LANDFILL TX, LP
PANAMA ROAD LANDFILL, TX, L.P.
PINE HILL FARMS LANDFILL TX, LP
PLEASANT OAKS LANDFILL TX, LP
RIO GRANDE VALLEY LANDFILL TX, LP
ROYAL OAKS LANDFILL TX, LP
SOUTH CENTRAL TEXAS LAND CO. TX, LP
SOUTHWEST LANDFILL TX, XX
XXXXXXX ROAD LANDFILL TX, LP
TURKEY CREEK LANDFILL TX, LP
VICTORIA LANDFILL TX, LP
WHISPERING PINES LANDFILL TX, XX
XXXXXX COUNTY DEVELOPMENT COMPANY
BFI TRANSFER SYSTEMS OF TEXAS, LP
BFI WASTE SERVICES OF INDIANA, LP
BFI WASTE SERVICES OF TEXAS, LP
BFI WASTE SYSTEMS OF INDIANA, LP
BLUE RIDGE LANDFILL TX, LP
BRENHAM TOTAL ROLL-OFFS, LP
CAMELOT LANDFILL TX, LP
CEFE LANDFILL TX, XX
XXXX LANDFILL TX, L.P.
DESARROLLO DEL RANCHO LA XXXXXX TX, LP
EL CENTRO LANDFILL, X.X.
XXXXX COUNTY LANDFILL TX, LP
FORT WORTH LANDFILL TX, LP
FRONTIER WASTE SERVICES, L.P.
GALVESTON COUNTY LANDFILL TX, XX
XXXXX ROAD LANDFILL TX, LP
GOLDEN TRIANGLE LANDFILL TX, XX
XXXXXXXXX LANDFILL TX, LP
GULF WEST LANDFILL TX, LP
ITASCA LANDFILL TX, LP
KERRVILLE LANDFILL TX, LP
LEWISVILLE LANDFILL TX, LP
MARS ROAD TX, XX
XXXXXXX ROAD LANDFILL TX, LP
MESQUITE LANDFILL TX, LP
MEXIA LANDFILL TX, LP
PANAMA ROAD LANDFILL, TX, L.P.
PINE HILL FARMS LANDFILL TX, LP
PLEASANT OAKS LANDFILL TX, LP
RIO GRANDE VALLEY LANDFILL TX, LP
ROYAL OAKS LANDFILL TX, LP
SOUTH CENTRAL TEXAS LAND CO. TX, LP
SOUTHWEST LANDFILL TX, XX
XXXXXXX ROAD LANDFILL TX, LP
TURKEY CREEK LANDFILL TX, LP
VICTORIA LANDFILL TX, LP
WHISPERING PINES LANDFILL TX, XX
XXXXXX COUNTY DEVELOPMENT COMPANY
X-00
XXXXXXX XXXXXX XXXXXXXX XXXXXXXXXXX
XXXXXX LINE LANDFILL PARTNERSHIP
ILLIANA DISPOSAL PARTNERSHIP
JASPER COUNTY DEVELOPMENT COMPANY PARTNERSHIP
KEY WASTE INDIANA PARTNERSHIP
LAKE COUNTY C & D DEVELOPMENT PARTNERSHIP
XXXXXX COUNTY LANDFILL PARTNERSHIP
SPRINGFIELD ENVIRONMENTAL GENERAL PARTNERSHIP
TIPPECANOE COUNTY WASTE SERVICES PARTNERSHIP
XXXXXXX COUNTY DEVELOPMENT COMPANY
XXXXXX VALLEY LANDFILL GENERAL PARTNERSHIP
BLUE RIDGE LANDFILL GENERAL PARTNERSHIP
GREEN VALLEY LANDFILL GENERAL PARTNERSHIP
XXXXXXXX LANDFILL GENERAL PARTNERSHIP
REPUBLIC WASTE SERVICES OF TEXAS, LTD.
RWS TRANSPORT, L.P.
BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, LIMITED PARTNERSHIP
OCEANSIDE WASTE & RECYCLING SERVICES
RABANCO COMPANIES
REPUBLIC SERVICES FINANCIAL, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF FLORIDA, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF GEORGIA, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF INDIANA, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF WISCONSIN, LIMITED PARTNERSHIP
XXXXXXXX, INC.
XXXXXX LINE LANDFILL PARTNERSHIP
ILLIANA DISPOSAL PARTNERSHIP
JASPER COUNTY DEVELOPMENT COMPANY PARTNERSHIP
KEY WASTE INDIANA PARTNERSHIP
LAKE COUNTY C & D DEVELOPMENT PARTNERSHIP
XXXXXX COUNTY LANDFILL PARTNERSHIP
SPRINGFIELD ENVIRONMENTAL GENERAL PARTNERSHIP
TIPPECANOE COUNTY WASTE SERVICES PARTNERSHIP
XXXXXXX COUNTY DEVELOPMENT COMPANY
XXXXXX VALLEY LANDFILL GENERAL PARTNERSHIP
BLUE RIDGE LANDFILL GENERAL PARTNERSHIP
GREEN VALLEY LANDFILL GENERAL PARTNERSHIP
XXXXXXXX LANDFILL GENERAL PARTNERSHIP
REPUBLIC WASTE SERVICES OF TEXAS, LTD.
RWS TRANSPORT, L.P.
BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, LIMITED PARTNERSHIP
OCEANSIDE WASTE & RECYCLING SERVICES
RABANCO COMPANIES
REPUBLIC SERVICES FINANCIAL, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF FLORIDA, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF GEORGIA, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF INDIANA, LIMITED PARTNERSHIP
REPUBLIC SERVICES OF WISCONSIN, LIMITED PARTNERSHIP
XXXXXXXX, INC.
D-11
EXHIBIT E
Arbor Hills Holdings L.L.C.
BFGSI Series 1997-A Trust
BFI Energy Systems of Boston, Inc.
BFI Energy Systems of Plymouth, Inc.
BFI Services Group, Inc.
BFI Trans River (LP), Inc.
Xxxxxxxx-Xxxxxx Industries Asia Pacific, Inc.
Xxxxxxxx-Xxxxxx Industries Europe, Inc.
Xxxxxxxx Refuse, Inc.
Congress Development Co.
Consolidated Processing, Inc.
Continental Waste Industries — Xxxx, Inc.
EcoSort, L.L.C.
Evergreen National Indemnity Company
Foothill Sanitary Landfill, Inc.
Kent-Meridian Disposal Company
Xxxxxx Resource Recovery Facility, LLC
Minneapolis Refuse, Incorporated
Modern-Mallard Energy, LLC
Pine Bend Holdings L.L.C.
Xxxxxxxx Landfill Corporation
Roosevelt Associates
VHG, Inc.
Xxxxxx Xxxx Development Company
E-1