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EXHIBIT 4.4
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of July 30, 1999 (this "Fourth
Supplemental Indenture") among ALLIED WASTE NORTH AMERICA, INC., a Delaware
corporation (the "Company"), having its principal place of business at 00000
Xxxxx Xxxxxxxx-Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, and each of
the Guarantors signatory hereto and U.S. Bank Trust National Association, as
Trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee executed and delivered an
Indenture dated as of December 23, 1998 (the "Indenture"), to provide for the
issuance by the Company from time to time of debt securities evidencing its
unsecured indebtedness (the "Securities");
WHEREAS, pursuant to resolutions adopted by the Board of Directors of
the Company, the Company has authorized the issuance of (i) $300,000,000 of its
7 3/8% Senior Notes due 2004 (the "Five-Year Notes") pursuant to a First
Supplemental Indenture dated as of December 23, 1998 of which $225,000,000 in
principal amount are outstanding on the date hereof, (ii) $600,000,000 of its
7 5/8% Senior Notes due 2006 (the "Seven-Year Notes") pursuant to a Second
Supplemental Indenture dated as of December 23, 1998 of which $600,000,000 in
principal amount are outstanding on the date hereof and (iii) $875,000,000 of
its 7 7/8% Senior Notes due 2009 (the "Ten-Year Notes" and, together with the
Five-Year Notes and the Seven-Year Notes, the "Securities") pursuant to a Third
Supplemental Indenture dated as of December 23, 1998 of which $875,000,000 in
principal amount are outstanding on the date hereof (the Indenture and related
Supplemental Indenture for the applicable series of Notes, the "Indenture
Series");
WHEREAS, pursuant to that certain Amended and Restated Agreement and
Plan of Merger dated as of May 21, 1999 (the "Merger Agreement"), among the
Xxxxxxxx-Xxxxxx Industries, Inc. ("BFI"), Allied Waste Industries, Inc.
("Allied") and AWIN I Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Allied, BFI has agreed to merge with Allied (the
"Merger");
WHEREAS, the Board of Directors of Allied, the Board of Directors of
BFI and the Shareholders of BFI have approved the Merger;
WHEREAS, upon consummation of the Merger, BFI will become a
wholly-owned subsidiary of the Company, a wholly-owned subsidiary of Allied;
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WHEREAS, upon consummation of the Merger, BFI and each of its
subsidiaries listed on Schedule A will become Restricted Subsidiaries as defined
in each Series Indenture and are required to guarantee the Securities in
accordance with the Indenture;
WHEREAS, subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted Subsidiaries listed on Schedule B, which are
required to guarantee the Securities in accordance with the terms of each Series
Indenture;
WHEREAS, each of the Restricted Subsidiaries listed on Schedule A and B
("the Guarantor") has duly authorized the execution and delivery of this Fourth
Supplemental Indenture to provide for the Guarantees;
WHEREAS, pursuant to additional resolutions of the Board adopted on
July 27, 1999, the Company and Allied have duly authorized the guarantee of the
Company's obligations by each of the Guarantors listed on Schedule A and
Schedule B hereto;
NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities or of Series thereof, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
All capitalized terms used herein without definition shall have the
meanings specified in the Indenture.
SECTION 102. Provisions of General Application.
All rules of construction and other provisions of general application
set forth in Article One of the Indenture are hereby incorporated herein by
reference.
SECTION 103. Effectiveness.
This Fourth Supplemental Indenture shall become effective upon the
effectiveness of the Merger without any further action by the parties hereto.
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ARTICLE TWO
GUARANTEE
SECTION 201. Senior Guarantee.
Each of Allied and the Subsidiary Guarantors hereby jointly and
severally unconditionally guarantees on a senior basis to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, the due and punctual payment of the principal of,
premium, if any, and interest on such Security when and as the same shall become
due and payable, whether at the Stated Maturity or by acceleration, call for
redemption, purchase or otherwise, in accordance with the terms of such Security
and of this Indenture all in accordance with the terms and conditions of each
Series Indenture and shall be from the effective date hereof a Subsidiary
Guarantor within the meaning and for all purposes of the Series Indenture.
ARTICLE THREE
PARTICULAR REPRESENTATIONS AND COVENANTS
OF THE COMPANY AND THE GUARANTORS
SECTION 301. Authority of the Company.
The Company represents and warrants that it is duly authorized under
the laws of the State of Delaware and all other applicable laws to execute,
deliver and perform this Fourth Supplemental Indenture, and all corporate action
on its part required for the execution, delivery and performance of this Fourth
Supplemental Indenture by the Company has been duly and effectively taken.
SECTION 302. Authority of the Guarantors.
Each Guarantor represents and warrants that it is duly authorized under
the laws of the State of its incorporation/organization and all other applicable
laws to execute, deliver and perform this Fourth Supplemental Indenture, and all
corporate action on its part required for the execution, delivery and
performance of this Fourth Supplemental Indenture by such Guarantor has been
duly and effectively taken.
SECTION 303. Truth of Recitals and Statements of the Company.
The Company represents and warrants that the recitals of fact and
statements contained in this Fourth Supplemental Indenture with respect to it
are true and correct in all material respects, and that the recitals of fact and
statements contained in all certificates and other documents furnished by the
Company in connection herewith will be true and correct in all material
respects.
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SECTION 304. Truth of Recitals and Statements of the Guarantors.
Each Guarantor represents and warrants that the recitals of fact and
statements contained in this Fourth Supplemental Indenture with respect to it
are true and correct in all material respects, and that the recitals of fact and
statements contained in all certificates and other documents furnished by such
Guarantor in connection herewith will be true and correct in all material
respects.
ARTICLE FOUR
CONCERNING THE TRUSTEE
SECTION 401. Acceptance of Trusts.
The Trustee accepts the trusts hereunder and agrees to perform the
same, but only upon the terms and conditions set forth in each Series Indenture
and in this Fourth Supplemental Indenture, to all of which the Company agrees
and the Holders of Securities at any time outstanding by their acceptance
thereof agree.
SECTION 402. No Responsibility of the Trustee for Recitals, etc.
The recitals and statements contained in this Fourth Supplemental
Indenture shall be taken as the recitals and statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Fourth
Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 501. Binding Agreement; Assignments.
Whenever in this Fourth Supplemental Indenture any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; and all covenants, promises and agreements by or on
behalf of each Guarantor that are contained in this Fourth Supplemental
Indenture shall bind and inure to the benefit of each party hereto and their
respective successors and assigns.
SECTION 502. Relation to Indenture.
The provisions of this Fourth Supplemental Indenture shall become
effective immediately upon the execution and delivery hereof. This Fourth
Supplemental Indenture and all the terms and provisions herein contained shall
form a part of the
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Indenture as fully and with the same effect as if all such terms and provisions
had been set forth in each Series Indenture and each and every term and
condition contained in the Indenture shall apply to this Fourth Supplemental
Indenture with the same force and effect as if the same were in this Fourth
Supplemental Indenture set forth in full, with such omissions, variations and
modifications thereof as may be appropriate to make each such term and condition
conform to this Fourth Supplemental Indenture. The Indenture is hereby ratified
and confirmed and shall remain and continue in full force and effect in
accordance with the terms and provisions thereof, as supplemented and amended by
this Fourth Supplemental Indenture and the Indenture and this Fourth
Supplemental Indenture shall be read, taken and construed together as one
instrument.
SECTION 503. Counterparts.
This Fourth Supplemental Indenture may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
ALLIED WASTE NORTH AMERICA, INC.
By: /s/ G. Xxxxxx Xxxxxxxx, Xx.
Name: G. Xxxxxx Xxxxxxxx, Xx.
Title: Treasurer
ALLIED WASTE INDUSTRIES, INC.
for purposes of Article 2 and as Guarantor of
the Securities and as Guarantor of the
obligations of the Subsidiary Guarantors under
the Subsidiary Guarantees
By: /s/ G. Xxxxxx Xxxxxxxx, Xx.
Name: G. Xxxxxx Xxxxxxxx, Xx.
Title: Treasurer
Each of the Subsidiary Guarantors Listed on
Schedules A & B hereto, as Guarantor of the
Securities
By: /s/ G. Xxxxxx Xxxxxxxx, Xx.
Name: G. Xxxxxx Xxxxxxxx, Xx.
Title: Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
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SCHEDULE A
ALLIED GUARANTORS
PARENT GUARANTOR
NAME OF PARENT GUARANTOR STATE OF ORGANIZATION
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Allied Waste Industries, Inc. Delaware
SUBSIDIARY GUARANTORS (ALLIED)
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
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Allied Enviro Engineering, Inc. Texas
Allied EnviroEngineering, Inc. Delaware
Allied Waste Alabama, Inc. Delaware
Allied Waste Hauling of Georgia, Inc. Georgia
Allied Waste Holdings (Canada) Ltd. Delaware
Allied Waste Industries (New Mexico), Inc. New Mexico
Allied Waste Industries (Southwest), Inc. Arizona
Allied Waste Industries of Georgia, Inc. Georgia
Allied Waste Industries of Illinois, Inc. Illinois
Allied Waste Industries of Northwest Indiana, Inc. Indiana
Allied Waste Industries of Tennessee, Inc. Tennessee
Allied Waste of New Jersey, Inc. New Jersey
Allied Waste Services, Inc. (TX corp.) Texas
Allied Waste Systems (Texas), Inc. Texas
American Materials Recycling Corp. New Jersey
Automated Modular Systems, Inc. New Jersey
City Garbage, Inc. Texas
Containerized, Inc. of Texas Texas
Xxxxxxx County Disposal, Inc. Colorado
EOS Environmental, Inc. Texas
Xxxxxx Canyon Landfill Company California
Mesa Disposal, Inc. Arizona
NationsWaste Catawba Regional Landfill, Inc. South Carolina
Pima Environmental Services, Inc. Arizona
Rabanco Connections International, Inc. Washington
Refuse Service, Inc. Missouri
Reliant Insurance Company Vermont
Sun Valley Environmental Services, Inc. Arizona
Super Services Waste Management, Inc. Arizona
Total Solid Waste Recyclers, Inc. New Jersey
Tri-State Refuse Corporation Arizona
Yavapai Environmental Services, Inc. Arizona
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SCHEDULE B
BFI GUARANTORS
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
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Attwoods of North America, Inc. Delaware
BFI Atlantic, Inc. Delaware
BFI Energy Systems of Albany, Inc. Delaware
BFI Energy Systems of Boston, Inc. Massachusetts
BFI Energy Systems of Delaware County, Inc. Delaware
BFI Energy Systems of Essex County, Inc. New Jersey
BFI Energy Systems of Hempstead, Inc. Delaware
BFI Energy Systems of Niagara II, Inc. Delaware
BFI Energy Systems of Niagara, Inc. Delaware
BFI Energy Systems of Plymouth, Inc. Delaware
BFI Energy Systems of SEMASS, Inc. Delaware
BFI Energy Systems of Southeastern Connecticut, Inc. Delaware
BFI International, Inc. Delaware
BFI Medical Waste Systems of Washington, Inc. Delaware
BFI Medical Waste, Inc. Delaware
BFI Properties, Inc. Texas
BFI Services Group, Inc. California
BFI Trans River (GP), Inc. Delaware
BFI Trans River (LP), Inc. Delaware
BFI Transfer Systems of New Jersey, Inc. New Jersey
BFI Waste Systems of New Jersey, Inc. New Jersey
BFI Waste Systems of North America, Inc. Delaware
Xxxxxxxx-Xxxxxx Financial Services, Inc. Delaware
Xxxxxxxx-Xxxxxx Gas Services, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries Asia Pacific, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries Chemical Services, Inc. Nevada
Xxxxxxxx-Xxxxxx Industries Europe, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries of California, Inc. California
Xxxxxxxx-Xxxxxx Industries of Connecticut, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries of Florida, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries of Hawaii, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries of Illinois, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries of New Jersey, Inc. New Jersey
Xxxxxxxx-Xxxxxx Industries of New York, Inc. New York
Xxxxxxxx-Xxxxxx Industries of Ohio, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries of Tennessee, Inc. Tennessee
Xxxxxxxx-Xxxxxx Industries, Inc. Delaware
Xxxxxxxx-Xxxxxx Industries, Inc. Massachusetts
Xxxxxxxx-Xxxxxx Services, Inc. Delaware
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NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
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Xxxxxxxx-Xxxxxx, Inc. Maryland
CECOS International, Inc. New York
Global Indemnity Assurance Company Vermont
International Disposal Corp. of California California
Lake Xxxxxx Landfill, Inc. North Carolina
Maui Disposal Co., Inc. Hawaii
New Xxxxxx Landfill Company, Inc. Pennsylvania
Newco Waste Systems of New Jersey, Inc. New Jersey
Risk Services, Inc. Delaware
VHG, Inc. Minnesota
Xxxxxx Xxxx Development Company Ohio
Woodlake Sanitary Service, Inc. Minnesota
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