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Credit Agreement

Loan Agreement

Credit Agreement | Document Parties: ALLIED WASTE INDUSTRIES INC | JPMORGAN CHASE BANK, N.A., You are currently viewing:
This Loan Agreement involves

ALLIED WASTE INDUSTRIES INC | JPMORGAN CHASE BANK, N.A.,

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Title: Credit Agreement
Governing Law: New York     Date: 3/3/2006
Industry: Waste Management Services     Sector: Services

Credit Agreement, Parties: allied waste industries inc , jpmorgan chase bank  n.a.
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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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                                                                               2

             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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                                                                               3

            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


 
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