0000950153-07-000006 Sample Contracts

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreement • January 3rd, 2007 • Allied Waste Industries Inc • Refuse systems • Delaware

FIRST AMENDMENT (this “Amendment”), dated as of December 28, 2006, to the Third Amended and Restated Shareholders Agreement, dated as of December 18, 2003 (as previously amended, supplemented or otherwise modified, the “Agreement”), by and between Allied Waste Industries, Inc., a Delaware corporation, Apollo Investment Fund III, L.P., a Delaware limited partnership, Apollo Investment Fund IV, L.P., a Delaware limited partnership, Apollo Overseas Partners III, L.P., a Delaware limited partnership, Apollo Overseas Partners IV, L.P., a Delaware limited partnership, Apollo (U.K.) Partners III, L.P., an English limited partnership, Apollo/AW LLC, a Delaware limited liability company, Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners II L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital Partners III L.P.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 3rd, 2007 • Allied Waste Industries Inc • Refuse systems • Delaware

FIRST AMENDMENT (this “Amendment”), dated as of December 28, 2006, to the Second Amended and Restated Registration Rights Agreement, dated as of December 18, 2003 (as previously amended, supplemented or otherwise modified, the “Agreement”), by and between Allied Waste Industries, Inc., a Delaware corporation, Apollo Investment Fund IV, L.P., a Delaware limited partnership, Apollo Investment Fund III, L.P., a Delaware limited partnership, Apollo Overseas Partners IV, L.P., a Delaware limited partnership, Apollo Overseas Partners III, L.P., a Delaware limited partnership, Apollo (U.K.) Partners III, L.P., an English limited partnership, Apollo/AW LLC, a Delaware limited liability company, Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners II L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital Partners

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