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Exhibit 10.101
AMENDMENT dated as of November 14, 2005 (this "Amendment"), to
the
Credit Agreement dated as of July 21, 1999 as amended and restated
as of March
21, 2005 (as amended, supplemented or otherwise modified from time
to time, the
"Credit Agreement"), among ALLIED WASTE INDUSTRIES, INC. ("Allied
Waste"),
ALLIED WASTE NORTH AMERICA, INC. (the "Borrower"); the lenders
party thereto
(the "Lenders"); and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such
capacity, the "Administrative Agent") and collateral agent for the
Lenders and
as collateral trustee for the Shared Collateral Secured
Parties.
The Borrower has requested that the Lenders amend certain
provisions
of the Credit Agreement, and the Lenders are willing so to amend
the Credit
Agreement, on the terms and subject to the conditions set forth
herein.
Capitalized terms used herein and not otherwise defined herein
shall have the
meanings assigned to such terms in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the
sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Amendment of Credit Agreement. The Credit Agreement
is
hereby amended, effective as of the Amendment Effective Date (as
defined in
Section 3), as follows:
(a) Amendment of Section 1.01. Section 1.01 is hereby revised
by
inserting
the following definitions in the appropriate alphabetical order
therein:
"Incremental Revolving Letter of Credit Commitment" has the
meaning assigned to such term in Section 2.23.
"Incremental Revolving Letter of Credit Facility" has the
meaning assigned to such term in Section 2.23.
"Incremental Revolving Letter of Credit Facility Amendment"
has the meaning assigned to such term in Section 2.23.
"Incremental Revolving Letter of Credit Facility Notice" has
the meaning assigned to such term in Section 2.23.
(b) Amendment of Article II. Article II of the Credit Agreement
is
amended by
adding the following Section 2.23 to the end thereof:
"SECTION 2.23 Incremental Revolving Letter of Credit Facility.
(a) At any time prior to the Revolving Maturity Date, the
Borrower
may, by notice to the Administrative Agent (the "Incremental
Revolving Letter of Credit Facility Notice"), request the
addition
of a letter of credit facility hereto (the "Incremental
Revolving
Letter of Credit Facility"); provided, however, that both (x) at
the
time of any such request and (y) after giving effect to the
Incremental Revolving Letter of Credit Facility, no Default
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shall exist and the Borrower shall be in compliance with each
Financial Performance Covenant. The Incremental Revolving Letter
of
Credit Facility shall (i) be in an aggregate principal amount not
in
excess of $35,000,000, (ii) rank pari passu in right of payment
and
of security with the other Loans (and the Incremental Term Loans
(if
any) and the Additional Funded LC Facility (if any)), (iii) be
made
available solely for the purpose of issuing letters of credit
(and
participations therein) to secure purchasing card arrangements
or
substantially similar arrangements between the Borrower and the
other Restricted Subsidiaries, on the one hand, and one or more
Lenders, on the other hand, (iv) only be provided by Persons
that,
immediately prior to the effectiveness of the Incremental
Revolving
Letter of Credit Facility, are Lenders, (v) have such pricing as
may
be agreed by the Borrower and the Lenders providing the
Incremental
Revolving Letter of Credit Facility; provided, that the fees
and
interest rates with respect to the Incremental Revolving Letter
of
Credit Facility (taking into account upfront fees paid to
lenders
under the Incremental Revolving Letter of Credit Facility) may
not
be greater than the corresponding fees and interest rates with
respect to Revolving Commitments and Revolving Loans at the time
the
Incremental Revolving Letter of Credit Facility Amendment (as
defined below) becomes effective pursuant to its terms (it
being
understood that the pricing of the Revolving Commitments and/or
Revolving Loans will be increased and/or additional fees will
be
paid to the Revolving Lenders to the extent necessary to
satisfy
such requirement), (vi) have a maturity date on or prior to the
Revolving Maturity Date and (vii) otherwise be treated
hereunder
substantially the same as (and in any event no more favorably
than)
the Revolving Commitments and Revolving Loans (including with
respect to voluntary prepayment provisions). The Incremental
Revolving Letter of Credit Facility Notice shall (i) set forth
the
requested principal amount of the Incremental Revolving Letter
of
Credit Facility and (ii) identify the Lenders that have made a
commitment (an "Incremental Revolving Letter of Credit
Commitment")
to (A) serve as an issuing bank under the Incremental Revolving
Letter of Credit Facility and/or (B) provide commitments under
the
Incremental Revolving Letter of Credit Facility; provided,
however,
that no existing Lender will be obligated to subscribe for any
portion of such commitments and no existing Lender that does
not
participate in the Incremental Revolving Letter of Credit
Facility
will have any obligations thereunder. Each commitment in respect
of
the Incremental Revolving Letter of Credit Facility shall become
a
Commitment under this Agreement and the Incremental Revolving
Letter
of Credit Facility shall be implemented hereunder pursuant to
an
amendment to this Agreement (the "Incremental Revolving Letter
of
Credit Facility Amendment") executed by each of the Borrower,
Allied
Waste, each other Loan Party, each Lender agreeing to provide
an
Incremental Revolving Letter of Credit Commitment, and the
Administrative Agent, which Incremental Revolving Letter of
Credit
Facility Amendment will not require the consent of any other
Lender.
The effectiveness of the Incremental Revolving Letter of Credit
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Facility Amendment shall (in addition to any other conditions
specified therein) be subject to the satisfaction on the date
thereof and, if different, on the date on which the Incremental
Revolving Letter of Credit Facility Amendment is to become
effective, of each of the conditions set forth in Section
4.02."
(c) Amendment of Section 3.15. Section 3.15 of the Credit
Agreement
is amended
by revising the last sentence thereof to read in its entirety
as
follows:
"The present value of all benefit liabilities under each Plan
(based on those assumptions used to fund such Plan) did not, as
of
the last annual valuation date applicable thereto, exceed the
fair
market value of t