Fourth Supplemental Indenture among Allied Waste North America, Inc., Guarantors, and U.S. Bank Trust National Association, as Trustee

Summary

This agreement, dated July 30, 1999, is a Fourth Supplemental Indenture among Allied Waste North America, Inc., its guarantors, and U.S. Bank Trust National Association as trustee. It amends a previous indenture to add new subsidiary guarantors following a merger with Browning-Ferris Industries, Inc. The new guarantors agree to guarantee the payment of principal, interest, and any premiums on certain senior notes issued by Allied Waste. The agreement becomes effective upon completion of the merger and ensures that the new subsidiaries are legally bound to support Allied Waste’s debt obligations under the existing indenture.

EX-4.26 3 0003.txt FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE, dated as of July 30, 1999 (the "Fourth Supplemental Indenture") among ALLIED WASTE NORTH AMERICA, INC., a Delaware corporation (the "Company"), having its principal place of business at 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, and each of the guarantors signatory hereto (the "Guarantors") and U.S. Bank Trust National Association, as trustee (the "Trustee"). WITNESSETH: WHEREAS, the Company, Allied Waste Industries, Inc., the sole stockholder of the Company ("Allied"), and the subsidiary guarantors party thereto 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 issued (i) $300,000,000 aggregate principal amount of its 73/8% Senior Notes due 2004 (the "Five-Year Notes") pursuant to a First Supplemental Indenture, dated as of December 23, 1998, (ii) $600,000,000 aggregate principal amount of its 75/8% Senior Notes due 2006 (the "Seven-Year Notes") pursuant to a Second Supplemental Indenture, dated as of December 23, 1998, and (iii) $875,000,000 aggregate principal amount of its 77/8% Senior Notes due 2009 (the "Ten-Year Notes" and, together with the Five-Year Notes and the Seven-Year Notes, the "Notes") pursuant to a Third Supplemental Indenture, dated as of December 23, 1998 (the Indenture, as supplemented by the 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 Browning-Ferris Industries, Inc. ("BFI"), 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; WHEREAS, upon consummation of the Merger, BFI and each of its subsidiaries identified on Schedule B hereto will become "Restricted Subsidiaries" as defined in the Indenture Series and are required to guarantee the Company's obligations under the Securities and the Indenture Series in accordance with the terms of the Securities and the Indenture Series; WHEREAS, subsequent to the issuance of the Securities, the Company has acquired certain other Restricted Subsidiaries identified on Schedule A hereto, which are required to guarantee the Company's obligations under the Securities and the Indenture Series in accordance with the terms of the Securities and the Indenture Series; WHEREAS, each of the Restricted Subsidiaries identified on Schedules A and B hereto (the "Subsidiary Guarantors") has duly authorized the execution and delivery of this Fourth Supplemental Indenture to provide for the Guarantees (as defined in the Indenture Series); WHEREAS, pursuant to resolutions adopted by the Board of Directors of each of the Subsidiary Guarantors, each of the Subsidiary Guarantors has duly authorized the guarantee of the Company's obligations under the Securities and the Indenture Series; 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 any 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. 2 ARTICLE TWO GUARANTEE SECTION 201. Senior Guarantee. ---------------- Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis for the benefit of each Holder of a Security that has been authenticated and delivered by the Trustee, and for the benefit of 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 its Stated Maturity or following acceleration, call for redemption, purchase or otherwise, in each case in accordance with the terms and conditions of such Security, this Fourth Supplemental Indenture and the Indenture Series. Each of the Subsidiary Guarantors shall be from the effective date of this Fourth Supplemental Indenture a "Subsidiary Guarantor" within the meaning and for all purposes of the Indenture. In addition, Allied hereby guarantees to the extent set forth in the Senior Guarantee endorsed upon each Security for the benefit of the Holder thereof, the obligations of each Subsidiary Guarantor thereunder. ARTICLE THREE PARTICULAR REPRESENTATIONS, WARRANTIES 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 jurisdiction of its incorporation/organization and all other applicable laws to execute, deliver and perform this Fourth Supplemental Indenture, and all corporate or other 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. 3 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. 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 the Indenture Series and in this Fourth Supplemental Indenture, to all of which the Company and the Guarantors agree 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 Guarantors, 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. 4 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 Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the 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 set forth in full in this Fourth Supplemental Indenture, with such omissions, variations and modifications thereof as may be appropriate to make each such term and condition consistent with 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. 5 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. THOMAS ROCHFORD, JR. ------------------------------------ Name: G. Thomas Rochford, Jr. 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. THOMAS ROCHFORD, JR. ------------------------------------ Name: G. Thomas Rochford, Jr. Title: Treasurer Each of the Subsidiary Guarantors Listed on Schedules A & B hereto, as Guarantor of the Securities By: /s/ G. THOMAS ROCHFORD, JR. ----------------------------------- Name: G. Thomas Rochford, Jr. Title: Treasurer U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ RICHARD H. PROKOSCH ----------------------------------- Name: Richard H. Prokosch Title: Assistant Vice President 6 SCHEDULE A Allied Guarantors Parent Guarantor ---------------- Name of Parent Guarantor State of Organization - -------------------------------------------------------------------------------- Allied Waste Industries, Inc. Delaware Subsidiary Guarantors (Allied) -------------------------------- Name of Subsidiary Guarantor State of Organization - ------------------------------------------------------- ------------------------ 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 EOS Environmental, Inc. Texas Keller 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 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 7 SCHEDULE B BFI Guarantors Name of Subsidiary Guarantor State of Organization - ------------------------------------------------------- ------------------------ 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 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 Browning-Ferris Financial Services, Inc. Delaware Browning-Ferris Gas Services, Inc. Delaware Browning-Ferris Industries Asia Pacific, Inc. Delaware Browning-Ferris Industries Chemical Services, Inc. Nevada Browning-Ferris Industries Europe, Inc. Delaware Browning-Ferris Industries of California, Inc. California Browning-Ferris Industries of Florida, Inc. Delaware Browning-Ferris Industries of Illinois, Inc. Delaware Browning-Ferris Industries of New Jersey, Inc. New Jersey Browning-Ferris Industries of New York, Inc. New York Browning-Ferris Industries of Ohio, Inc. Delaware Browning-Ferris Industries of Tennessee, Inc. Tennessee Browning-Ferris Industries, Inc. Delaware Browning-Ferris Industries, Inc. Massachusetts Browning-Ferris Services, Inc. Delaware Browning-Ferris, Inc. Maryland CECOS International, Inc. New York International Disposal Corp. of California California Lake Norman Landfill, Inc. North Carolina New Morgan Landfill Company, Inc. Pennsylvania Newco Waste Systems of New Jersey, Inc. New Jersey Risk Services, Inc. Delaware VHG, Inc. Minnesota Warner Hill Development Company Delaware Woodlake Sanitary Service, Inc. Minnesota 8