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EXHIBIT 4.5
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE, dated as of December 29, 1999 (this
"Fifth 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, subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted Subsidiaries listed on Schedule A, which are
required to guarantee the Securities in accordance with the terms of each Series
Indenture;
WHEREAS, pursuant to additional resolutions of the Board adopted, the
Company and Allied have duly authorized the guarantee of the Company's
obligations by each of the Guarantors listed on Schedule A 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:
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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 or the Supplemental Indenture, as
applicable.
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 Fifth Supplemental Indenture shall become effective upon the date
hereof.
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
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Fifth Supplemental Indenture, and all corporate action on its part required for
the execution, delivery and performance of this Fifth 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 Fifth Supplemental Indenture, and all
corporate action on its part required for the execution, delivery and
performance of this Fifth 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 Fifth 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.
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 Fifth 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 Fifth 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 Fifth Supplemental
Indenture shall be taken as the recitals and statements of the Company, and the
Trustee assumes no
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responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Fifth Supplemental
Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 501. Binding Agreement; Assignments.
Whenever in this Fifth 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 Fifth 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 Fifth Supplemental Indenture shall become
effective immediately upon the execution and delivery hereof. This Fifth
Supplemental Indenture and all the terms and provisions herein contained shall
form a part of the 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 Fifth
Supplemental Indenture with the same force and effect as if the same were in
this Fifth 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 Fifth 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 Fifth Supplemental Indenture and the Indenture and this Fifth
Supplemental Indenture shall be read, taken and construed together as one
instrument.
SECTION 503. Counterparts.
This Fifth 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 Fifth
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
Schedule A hereto, as Guarantors 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
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
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Allied Waste Sycamore Landfill, LLC Delaware
Xxxxxxx'x Rubbish Disposal, Inc. Massachusetts
BFI Ref-Fuel, Inc. Delaware
Blue Ridge Landfill General Partnership Kentucky
Xxxxxxxx-Xxxxxx Industries of Milwaukee, Inc Wisconsin
Xxxxxxxxx Landfill, LLC Delaware
Xxxxxxx Landfill, LLC Delaware
Cocopah Landfill, Inc. Delaware
Copper Mountain Landfill, Inc. Delaware
Xxxxxxxx Xxxxx Landfill, LLC Delaware
Xxxxx Enterprises, Inc. Connecticut
Draw Enterprises Real Estate, L.P. Illinois
X.X. XxXxxxxx Rubbish Removal, Inc. Massachusetts
Forest View Landfill, LLC Delaware
Xxxxxxxx Recycling Corp. New Jersey
Green Valley Landfill General Partnership Kentucky
Houston Towers TX, LP Delaware
Imperial Landfill, Inc. California
Metro Enviro Transfer, LLC Delaware
Xxxxxxxx Landfill General Partnership Kentucky
New York Waste Services, Inc. New York
Northwest Waste Industries, Inc. Washington
Piedmont Trash Services, Inc. Virginia
PM Recycling, Inc. Connecticut
Rabanco Companies Washingtion
Regional Disposal Company Washington
Recycle Seattle II Washington
Royal Oaks Landfill TX, LP Delaware
Saline County Landfill, Inc. Illinois
Sangamon Valley Landfill Inc. Delaware
Seattle Disposal Company Inc. Washington
Xxxxxx Ridge Landfill, Inc. Delaware
Tennessee Union County Landfill, Inc. Delaware
U.S. Disposal II Washington
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