SUPPLEMENTAL INDENTURE TO THE
SEVENTEENTH SUPPLEMENTAL INDENTURE
This SUPPLEMENTAL
INDENTURE TO THE SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of
July 11, 2006 (this “ 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,
the GUARANTORS signatory hereto (the “
Guarantors ”) and U.S. BANK NATIONAL
ASSOCIATION, as trustee (the “ Trustee
”).
WHEREAS, the
Company, the guarantors party thereto and the Trustee have
heretofore executed and delivered the indenture, dated as of
December 23, 1998 (the “ Base Indenture
”), as supplemented by the seventeenth supplemental
indenture, dated as of May 17, 2006 among the Company, the
guarantors party thereto and the Trustee (the “
Seventeenth Supplemental Indenture ” and, as
amended, together with the Base Indenture, the “
Indenture ”), providing for the issuance of
7 1
/ 8 %
Senior Notes due 2016 (the “ Notes ”) of
the Company;
WHEREAS, there is
currently outstanding under the Indenture $600,000,000 in aggregate
principal amount of the Notes;
WHEREAS,
Section 8.1 of the Base Indenture provides that the Company,
the guarantors and the Trustee, without the consent of any Holders
at any time and from time to time, may enter into a supplemental
indenture for the purpose of adding guarantors to become obligated
under the Indenture;
WHEREAS, the
Restricted Subsidiaries listed on Schedule A hereto are
obligated to become Guarantors of the Notes pursuant to
Section 15.5 of the Base Indenture;
WHEREAS, the
Company and each of the Guarantors, has been authorized by a
resolution of each of their respective Board of Directors (or
similar governing body) to enter into this Supplemental Indenture;
and
WHEREAS, all other
acts and proceedings required by law, by the Indenture, by the
certificate of incorporation and by-laws (or similar governing
documents) of the Company and each of the Guarantors, to make this
Supplemental Indenture a valid and binding agreement for the
purposes expressed herein, in accordance with its terms, have been
duly done and performed;
NOW, THEREFORE, in
consideration of the premises and the covenants and agreements
contained herein and for other good and valuable consideration the
receipt of which is hereby acknowledged, and for the equal and
proportionate benefit of the Holders of the Notes, the Company and
the Trustee hereby agree as follows:
Section 1.
ADDITIONAL GUARANTORS.
(1) The
Restricted Subsidiaries listed on Schedule A hereto are
henceforth Guarantors of the Notes pursuant to Section 15.5 of
the Base Indenture. The Guarantors agree to provide an
unconditional Guarantee
