TWENTIETH SUPPLEMENTAL INDENTURE

EX-4.2 5 g16932exv4w2.htm EX-4.2 EX-4.2

Exhibit 4.2

TWENTIETH SUPPLEMENTAL INDENTURE

TWENTIETH SUPPLEMENTAL INDENTURE, dated as of December 5, 2008 (the “Twentieth 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, pursuant to resolutions adopted by the Board of Directors of the Company, the Company issued:

(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 Nineteenth Supplemental Indenture, the “Indenture”);

WHEREAS, Republic has entered into an Agreement and Plan of Merger, dated as of June 22, 2008, as amended, pursuant to which Republic will acquire 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 (the “Merger”);

WHEREAS, the Republic Subsidiary Guarantors have each delivered its guarantee (as the same may be amended, modified, waived, restated, supplemented, amended and restated, refinanced or replaced from time to time, the “Republic Credit Facility Guaranty”), and the Allied Subsidiary Guarantors have each delivered its guarantee, effective upon the date following the effective date of this Twentieth Supplemental Indenture (as the same may be amended, modified, waived, restated, supplemented, amended and restated, refinanced or replaced from time to time, the “Allied Credit Facility Subsidiary Guaranty”) in connection with each of (i) that certain Credit Agreement, dated as of April 26, 2007, among Republic, Bank of America, N. A., as administrative agent, swing line lender and L/C issuer, Citibank, N. A., as syndication agent, JPMorgan Chase Bank, N.A., Barclays Bank PLC, and SunTrust Bank, as co-documentation agents, and certain other lenders thereto, as amended by Amendment No. 1 to Credit Agreement, dated as of September 18, 2008 (as the same may be amended, modified, waived, restated, supplemented, amended and restated, refinanced or replaced from time to time (“Initial Republic Credit Facility”) and (ii) that certain Credit Agreement, dated as of September 18, 2008, among Republic, Bank of America, N. A., as administrative agent, swing line lender and L/C issuer, JPMorgan Chase Bank, N. A., as syndication agent, Barclays Bank PLC, BNP Paribas, and The Royal Bank of Scotland, as co-documentation agents, and certain other lenders thereto (as the same may be amended, modified, waived, restated, supplemented, amended and restated, refinanced or replaced from time to time hereafter, the “Supplemental Republic Credit Facility” and together with the Initial Republic Credit Facility, the “Republic Credit Facility”);

WHEREAS, the Republic Credit Facility will replace that certain Credit Agreement dated as of July 21, 1999, as amended and restated as of March 21, 2005, among the Company, Allied, certain lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Citicorp North America, Inc., as Syndication Agent, as amended;

WHEREAS, the Republic Credit Facility is unsecured;

WHEREAS, pursuant to resolutions adopted by the board of directors, partners or members, as the case may be, of each of the Republic Guarantors, each of the Republic Guarantors has duly authorized the guarantee of the Company’s obligations under the Notes and the Indenture (“Republic Guarantee”);

WHEREAS, the Republic Guarantee will facilitate the obtaining of enhanced ratings of the Notes from Moody’s Investors Services, Inc. (“Moody’s”) and from Standard & Poors Ratings Group (“S&P”);

WHEREAS, Section 15.4(d) of the Indenture provides for certain conditions regarding the release of the Allied Subsidiary Guarantors from their obligations under their senior guarantees of the Notes;

WHEREAS, Section 1.01(12)(j) of each of the Establishing Supplemental Indentures permits the Company to designate any of its subsidiaries as “Unrestricted Subsidiaries” and additionally provides for certain covenants concerning the designation of a subsidiary of the Company as an Unrestricted Subsidiary;

WHEREAS, Section 1.01(12)(c) of each of the Establishing Supplemental Indentures provides for the elimination of certain covenants under the Establishing Supplemental Indentures upon the occurrence of certain conditions, including the attainment of certain ratings of the Notes (“Covenant Fall-Away Event”); and

WHEREAS, Section 8.1(j) of the Indenture permits the execution and delivery of Supplemental Indentures by the Trustee, the Company, Allied and the Allied Subsidiary Guarantors, without the consent of any Holders of the Notes, for the purpose of curing any ambiguity, or to make any other provisions with respect to matters arising under the Indenture which shall not be inconsistent with the provisions of the Indenture, provided that such action shall not adversely affect in any material respect the interest of the Holders of Securities of any series under the Indenture;

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 thereof, 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 Twentieth Supplemental Indenture shall become effective upon the effectiveness of the Merger without any further action of any of the parties hereto.

ARTICLE TWO
GUARANTEE

SECTION 2.01 Senior Guarantee

A. Guarantee. Each of the Republic Guarantors hereby jointly and severally unconditionally guarantees for the benefit of each Holder of a Note that has been authenticated and delivered by the Trustee, and for the benefit of the Trustee on behalf of each such Holder, in accordance with the terms and conditions of this Twentieth Supplemental Indenture, the due and punctual payment of the principal of, premium, if any, and interest on such Note 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 Note and the Indenture. In case of the failure of the Company punctually to make any such payment, each Republic Guarantor hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. This is a guaranty of payment, not of collection. Except as expressly provided in the Indenture or any Supplemental Indenture to which the Republic Guarantors are parties or any Note, each Republic Guarantor further agrees that the obligations guaranteed hereunder may be amended, supplemented, modified, restated, extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any such amendment, supplement, modification, extension or renewal of any such obligation.

B. Release of Republic Guarantors.

(i) Concurrently with the satisfaction and discharge of the Indenture under Section 4.1 of the Senior Indenture, the Republic Guarantors shall be released from all of their obligations under this Twentieth Supplemental Indenture.

(ii) Concurrently with the defeasance of the Notes under Section 4.4 of the Senior Indenture or the agreement defeasance of the Notes under Section 4.5 of the Senior Indenture, the Republic Guarantors shall be released from all of their obligations under this Twentieth Supplemental Indenture.

(iii) Upon the consummation of any transaction (whether involving a sale or other disposition of securities, a merger or otherwise) whereby any Republic Subsidiary Guarantor ceases to be a Subsidiary of Republic, such Republic Subsidiary Guarantor shall automatically without further action on the part of the Trustee or any Holder of the Notes, be released from all obligations under this Twentieth Supplemental Indenture.

(iv) Concurrently with the termination of any Republic Subsidiary Guarantor’s obligations under its guarantees provided with respect to the Republic Credit Facility (including, but not limited to the Republic Credit Facility Guaranty), or upon the release of any Republic

Subsidiary Guarantor from its obligations under the Republic Credit Facility Guaranty, such Republic Subsidiary Guarantor shall automatically, without further action on the part of the Trustee or any Holder of the Notes, be released from all of its obligations under this Twentieth Supplemental Indenture.

ARTICLE THREE
ALLIED SUBSIDIARY GUARANTOR REAFFIRMATION;
UNRESTRICTED SUBSIDIARIES

SECTION 3.01 Reaffirmation.

Notwithstanding the release of the collateral securing the Credit Facility and any interpretation of the provisions of Section 15.4(d) of the Indenture to the contrary, each of the Allied Subsidiary Guarantors hereby jointly and severally reaffirms its obligations under its Subsidiary Guarantee (including but not limited to any Senior Guarantee under any supplemental indenture delivered in respect to the Senior Indenture) and each Allied Subsidiary Guarantor shall continue to be as and from the date of the Senior Indenture or the supplemental indenture to which it is party creating such Subsidiary Guarantee, as applicable, a “Subsidiary Guarantor” within the meaning of and for all purposes of the Indenture.

SECTION 3.02 Unrestricted Subsidiaries.

Notwithstanding the occurrence of a Covenant Fall-Away Event and notwithstanding any interpretation of the provisions of Section 1.01(12)(c) of each of the Establishing Supplemental Indentures to the contrary, the provisions of the first paragraph and the last paragraph of Section 1.01(12)(j) of each of the Establishing Supplemental Indentures shall continue in effect subsequent to the occurrence of a Covenant Fall-Away Event.

ARTICLE FOUR
CONCERNING THE TRUSTEE

SECTION 4.01 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 Twentieth Supplemental Indenture, to all of which the Company and the Republic Guarantors agree and the Holders of Notes at any time outstanding by their acceptance thereof agree.

SECTION 4.02 No Responsibility of the Trustee for Recitals, etc.

The recitals and statements contained in this Twentieth Supplemental Indenture shall be taken as the recitals and statements of the Company and the Republic 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 Twentieth Supplemental Indenture.

ARTICLE FIVE
MISCELLANEOUS PROVISIONS

SECTION 5.01 Binding Agreement; Assignments.

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

SECTION 5.02 Relation to Indenture.

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

SECTION 5.03 Counterparts.

This Twentieth 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.

[Signatures on Following Next Pages]

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


ALLIED WASTE NORTH AMERICA, INC.
By:	/s/ Jo Lynn White
	Name:	Jo Lynn White
	Title:	Assistant Secretary

ALLIED WASTE INDUSTRIES, INC., as Guarantor of the Notes
By:	/s/ Jo Lynn White
	Name:	Jo Lynn White
	Title:	Vice President, Assistant Secretary & Deputy General Counsel