TWENTY-FIRST SUPPLEMENTAL INDENTURE

EX-4.1 2 p13761bexv4w1.htm EX-4.1 exv4w1

Exhibit 4.1

TWENTY-FIRST SUPPLEMENTAL INDENTURE

TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of December 15, 2008 (the “Twenty-First Supplemental Indenture”) among Allied Waste North America, Inc., a Delaware corporation (the “Company”), Allied Waste Industries, Inc., a Delaware corporation (“Allied”), the Company and Allied each having its principal place of business at 18500 North Allied Way, Phoenix, Arizona 85054, Republic Services, Inc., a Delaware corporation (“Republic”), and each of the entities identified on Schedule A hereto (the “Republic Subsidiary Guarantors”, and together with Republic, the “Republic Guarantors”) and on Schedule B hereto (the “Allied Subsidiary Guarantors”) and U.S. Bank National Association (f/k/a U.S. Bank Trust National Association), as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Company, Allied, the sole stockholder of the Company, the subsidiary guarantors party thereto and the Trustee executed and delivered an Indenture, dated as of December 23, 1998 (the “Senior Indenture”), to provide for the issuance by the Company from time to time of debt securities evidencing its indebtedness;

WHEREAS, pursuant to Fourth, Fifth, Seventh and Nineteenth Supplemental Indentures, dated as of July 30, 1999, December 29, 1999, June 20, 2001 and December 2, 2008, respectively, certain additional subsidiaries of the Company guaranteed the obligations of the Company under the Senior Indenture;

“WHEREAS, on December 5, 2008, Republic acquired 100% of the outstanding capital stock of Allied through a merger of RS Merger Wedge, Inc., a wholly owned subsidiary of Republic, with and into Allied;

WHEREAS, pursuant to a Twentieth Supplemental Indenture, dated as of December 5, 2008, the Republic Guarantors guaranteed the obligations of the Company under the Senior Indenture on the terms set forth therein;

WHEREAS, pursuant to resolutions adopted by the Board of Directors of the Company, the Company issued the following series of Securities:

(i) $350,000,000 aggregate principal amount of its 6¹/2% Senior Notes due 2010 (the “2010 Notes”) pursuant to an Eleventh Supplemental Indenture, dated as of November 10, 2003;

(ii) $400,000,000 aggregate principal amount of its 5³/4% Senior Notes due 2011 (the “2011A Notes”) pursuant to a Twelfth Supplemental Indenture, dated as of January 27, 2004;

(iii) $275,000,000 aggregate principal amount of its 6³/₈% Senior Notes due 2011 (the “2011B Notes”) pursuant a Fifteenth Supplemental Indenture, dated as of April 20, 2004;

(iv) $450,000,000 aggregate principal amount of its 7⁷/₈% Senior Notes due 2013 (the “2013 Notes”) pursuant to a Tenth Supplemental Indenture, dated as of April 9, 2003;

(v) $425,000,000 aggregate principal amount of its 6¹/₈% Senior Notes due 2014 (the “2014A Notes”) pursuant to a Thirteenth Supplemental Indenture, dated as of January 27, 2004;

(vi) $400,000,000 aggregate principal amount of its 7³/₈% Senior Unsecured Notes due 2014 (the “2014B Notes”) pursuant to a Fourteenth Supplemental Indenture, dated as of April 20, 2004;

(vii) $600,000,000 aggregate principal amount of its 7¹/4% Senior Notes due 2015 (the “2015 Notes”) pursuant to a Sixteenth Supplemental Indenture, dated as of March 9, 2005;

(viii) $600,000,000 aggregate principal amount of its 7¹/₈% Senior Notes due 2016 (the “2016 Notes”) pursuant a Seventeenth Supplemental Indenture, dated as of May 17, 2006; and

(ix) $750,000,000 aggregate principal amount of its 6⁷/₈% Senior Notes due 2017 (the “2017 Notes”, and, together with the 2010 Notes, the 2011A Notes, the 2011B Notes, the 2013 Notes, the 2014A Notes, the 2014B Notes, the 2015 Notes and the 2016 Notes, the “Notes”) pursuant to an Eighteenth Supplemental Indenture, dated as of March 12, 2007 (the Eighteenth Supplemental Indenture, together with the Tenth through Seventeenth Supplemental Indentures referred to in clauses (i)-(viii) above, the “Establishing Supplemental Indentures”, and together with the Senior Indenture as supplemented by each supplemental indenture thereto through the Twentieth Supplemental Indenture, the “Indenture”);

WHEREAS, Section 8.2 of the Senior Indenture provides that the Company, the Guarantors and the Trustee may enter into a supplemental indenture to amend the Indenture with the consent of the Holders of at least a majority in aggregate principal amount of each series of the Notes then Outstanding;

WHEREAS, the Company and the Guarantors desire to amend a provision contained in each of the Establishing Supplemental Indentures relating to the financial reporting requirements of Allied and the Company;

WHEREAS, the Company has solicited and obtained the requisite consents of Holders of at least a majority in aggregate principal amount of each series of the Notes Outstanding to the amendment set forth in this Twenty-First Supplemental Indenture; and

WHEREAS, all things necessary to make this Twenty-First Supplemental Indenture a valid and binding agreement of the Company, the Guarantors and the Trustee and a valid amendment of and supplement to the Indenture have been done;

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 Notes or any series thereto, as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.01 Definitions.

All capitalized terms used herein without definition shall have the meanings specified in the Indenture.

SECTION 1.02 Provisions of General Application.

All rules of construction and other provisions of general application set forth in Article 1 of the Indenture are hereby incorporated herein by reference.

SECTION 1.03 Effectiveness.

This Twenty-First Supplemental Indenture shall become effective upon the signature of each and all of the parties hereto without any further action.

ARTICLE TWO
AMENDMENT OF REPORTING OBLIGATIONS

SECTION 2.01 Provision of Financial Information.

Section 1.01(12)(i) of each of the Establishing Supplemental Indentures is hereby amended and restated in its entirety as follows:

“(i) Provision of Financial Information.

Whether or not the Company is required to be subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company shall file with the Commission the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Company were so required, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so required; provided, however, that the Company shall have no obligation to file any such reports or other documents if, and for so long as, Republic Services, Inc. (“Republic”) owns, directly or indirectly, 100% of the outstanding equity interests of the Company and either (x) files with the Commission, on or prior to the Required Filing Dates, the annual reports, quarterly reports and other documents which Republic would be required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto, whether or not Republic is so required; or (y) satisfies clause (b) of the immediately following sentence on behalf of the Company. The Company shall also in any event: (a) within 15 days after each Required Filing Date file or cause to be filed with the Trustee copies of the annual reports, quarterly reports and other documents which the Company (or Republic) filed with the Commission in satisfaction of the reporting obligations hereunder, and (b) if filing such documents by the Company (or Republic) with the Commission is not permitted under the Exchange Act, promptly publish on the Company’s website, and, upon written request, provide to Holders and prospective Holders the annual reports, quarterly reports and other documents which the Company (or Republic) would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or any successor provision thereof if the Company (or Republic) were required to file such documents with the Commission.”

ARTICLE THREE
CONCERNING THE TRUSTEE

SECTION 3.01 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 and in this Twenty-First Supplemental Indenture, to all of which the Company, Allied, the Republic Guarantors and the Allied Subsidiary Guarantors agree and the Holders of Notes at any time outstanding by their acceptance thereof agree.

SECTION 3.02 No Responsibility of the Trustee for Recitals, etc.

The recitals and statements contained in this Twenty-First Supplemental Indenture shall be taken as the recitals and statements of the Company, Allied, the Republic Guarantors and the Allied Subsidiary 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 Twenty-First Supplemental Indenture.

ARTICLE FOUR
MISCELLANEOUS PROVISIONS

SECTION 4.01 Binding Agreement; Assignments.

Whenever in this Twenty-First 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 the Company and each Guarantor that are contained in this Twenty-First Supplemental Indenture shall bind and inure to the benefit of each party hereto and their respective successors and assigns.

SECTION 4.02 Relation to Indenture.

This Twenty-First 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 Twenty-First Supplemental Indenture with the same force and effect as if the same were set forth in full in this Twenty-First Supplemental Indenture, with such omissions, variations and modifications thereof as may be appropriate to make each such term and condition consistent with this Twenty-First 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 Twenty-First Supplemental Indenture and the Indenture and this Twenty-First Supplemental Indenture shall be read, taken and construed together as one instrument.

SECTION 4.03 Counterparts.

This Twenty-First 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.

* * * *

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-First Supplemental Indenture to be duly executed as of the day and year first above written.


ALLIED WASTE NORTH AMERICA, INC.
By:	/s/ Edward A. Lang, III
	Name:	Edward A. Lang, III
	Title:	Vice President, Finance & Treasurer


ALLIED WASTE INDUSTRIES, INC.
By:	/s/ Edward A. Lang, III
	Name:	Edward A. Lang, III
	Title:	Vice President, Finance & Treasurer


REPUBLIC SERVICES, INC.
By:	/s/ Edward A. Lang, III
	Name:	Edward A. Lang, III
	Title:	Vice President, Finance & Treasurer