Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Reference is made to the Underwriting Agreement dated May 7, 2007 (the “Underwriting Agreement”), between Apollo Investment Fund III, L.P., Apollo Investment Fund IV,...Underwriting Agreement • May 10th, 2007 • Allied Waste Industries Inc • Refuse systems • New York
This letter agreement may not be amended or any provision hereof waived or modified except by an agreement in writing signed by each of the parties hereto. This letter agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
ALLIED WASTE INDUSTRIES, INC. 32,764,897 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT May 7, 2007Underwriting Agreement • May 10th, 2007 • Allied Waste Industries Inc • Refuse systems • New York
Apollo Investment Fund III, L.P., Apollo Investment Fund IV, L.P., Apollo Overseas Partners III, L.P., Apollo Overseas Partners IV, L.P., Apollo (U.K.) Partners III, L.P., AIF III/AWI/RR LLC and Apollo/AW LLC (each, a “Selling Stockholder” and together, the “Selling Stockholders”) propose to sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of 32,764,897 shares (the “Shares”) of common stock, $0.01 par value (the “Common Stock”), of Allied Waste Industries, Inc., a Delaware corporation (the “Company”). The number of Shares to be sold by each Selling Stockholder is the number of Shares set forth opposite the name of such Selling Stockholder in Schedule B annexed hereto. The Shares are described in the Prospectus which is referred to below.
