Fifth Supplemental Indenture among Allied Waste North America, Inc., Guarantors, and U.S. Bank Trust National Association, dated December 29, 1999

Summary

This agreement is a Fifth Supplemental Indenture dated December 29, 1999, between Allied Waste North America, Inc., its subsidiary guarantors, and U.S. Bank Trust National Association as trustee. It adds new subsidiary guarantors to guarantee the company's obligations under previously issued senior notes. The guarantors jointly and unconditionally promise to pay principal, interest, and any premiums on the notes. The agreement becomes effective upon a specified merger and binds all parties and their successors. The trustee accepts its role under the terms set forth in the original and supplemental indentures.

EX-4.27 4 0004.txt FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE, dated as of December 29, 1999 (the "Fifth 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, 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 hereto (the "Subsidiary Guarantors") has duly authorized the execution and delivery of this Fifth Supplemental Indenture to provide for the Guarantees (as defined in the Indenture Series); WHEREAS, pursuant to resolutions adopted by the Board of Directors, partners or members, as the case may be, 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 Fifth Supplemental Indenture shall become effective upon the effectiveness of the Merger without any further action by the parties hereto. 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 Fifth Supplemental Indenture and the Indenture Series. Each of the Subsidiary Guarantors shall be from the effective date of this Fifth 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. 2 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 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 jurisdiction of its incorporation/organization and all other applicable laws to execute, deliver and perform this Fifth Supplemental Indenture, and all corporate or other 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. 3 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 Fifth 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 Fifth 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 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 the 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 set forth in full in this Fifth Supplemental Indenture, with such omissions, variations and modifications thereof as may be appropriate to make each such term and condition consistent with 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. 4 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. 5 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. 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 Schedule A hereto, as Guarantors 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 Name of Subsidiary Guarantor State of Organization - ---------------------------- --------------------- Allied Waste Sycamore Landfill, LLC Delaware BFI Ref-Fuel, Inc. Delaware Blue Ridge Landfill General Partnership Kentucky Brundidge Landfill, LLC Delaware Chilton Landfill, LLC Delaware Cocopah Landfill, Inc. Delaware Copper Mountain Landfill, Inc. Delaware Courtney Ridge Landfill, LLC Delaware Defeo Enterprises, Inc. Connecticut Draw Enterprises Real Estate, L.P. Illinois F.P. McNamara Rubbish Removal, Inc. Massachusetts Forest View Landfill, LLC Delaware Giordano Recycling Corp. New Jersey Green Valley Landfill General Partnership Kentucky Houston Towers TX, LP Delaware Imperial Landfill, Inc. California Metro Enviro Transfer, LLC Delaware Moorhead Landfill General Partnership Kentucky Northwest Waste Industries, Inc. Washington Piedmont Trash Services, Inc. Virginia PM Recycling, Inc. Connecticut Rabanco Companies Washington 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 Taylor Ridge Landfill, Inc. Delaware Tennessee Union County Landfill, Inc. Delaware U.S. Disposal II Washington Waste Services of New York, Inc. New York 7