SEVENTEENTH
AMENDMENT TO
RECEIVABLES SALE AGREEMENT
THIS SEVENTEENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT,
dated as of September 19, 2008 (this “ Amendment
”), is entered into by and among ALLIED RECEIVABLES FUNDING
INCORPORATED, as buyer (the “ Buyer ”), and
ALLIED WASTE NORTH AMERICA, INC. and each of the other entities
identified on the signature pages hereto as an
“Originator”, as originators (collectively, the “
Originators ”). Capitalized terms used and not
otherwise defined herein are used as defined in the Agreement (as
defined below and amended hereby).
WHEREAS, the parties hereto have entered into that certain
Receivables Sale Agreement, dated as of March 7, 2003 (as
amended, restated, supplemented or otherwise modified to the date
hereof, the “ Agreement ”); and
WHEREAS, the parties hereto desire to amend the Agreement in
certain respects as hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the
other mutual covenants contained herein, the parties hereto agree
as follows:
The
Agreement is amended as follows:
(a)
The definition of “Senior Credit Agreement” set forth
in Exhibit I to the Agreement is amended and restated
in its entirety to read as follows:
Senior Credit
Agreement : The Credit Agreement
dated as of July 21, 1999, as amended and restated as of
March 21, 2005, as may be further amended, modified, waived,
restated, supplemented or replaced (including any refinancing
thereof) from time to time, among Allied Waste Industries, Inc.,
Allied Waste North America, Inc., the lenders party thereto,
including JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, Citicorp North America, Inc., as syndication
agent, UBS Securities LLC, Credit Suisse First Boston, acting
through its Cayman Islands branch, Wachovia Bank, National
Association, Deutsche Bank Trust Company Americas and the Credit
Provider, as co- documentation agents. For the avoidance of doubt,
any reference to any section or article of the “Senior Credit
Agreement” contained in this Agreement shall be deemed to be
a reference to the most current substantively similar section or
article of any restated or replacement (including any refinancing)
credit agreement.
SECTION
2. Representations and Warranties .
(a)
Each Originator represents and warrants to the Buyer and the
Secured Parties that the representations and warranties set forth
in Article II of the Agreement (as amended hereby) are
true and correct as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and
warranties were true and correct as of such earlier
date).
(b)
Each of the Originators and the Buyer represents and warrants to
each other and the Secured Parties that:
(i)
no Termination Event has occurred and is continuing;
(ii)
its execution and delivery of this Amendment, and its performance
of its obligations under the Agreement (as amended hereby) are
within its limited liability, corporate or partnership powers and
have been duly authorized by all necessary limited liability
company, corporate or partnership action on its part;
and
(iii)
the Agreement (as amended hereby) is the valid and legally binding
obligation of such Person, enforceable against such Person in
accordance with its terms.
SECTION
3. Effectiveness .
This
Amendment shall be effective as of the date hereof, provided that
the amendment to the Agreement set forth in
Section 1(a) shall be retroactively effective as of the
date of the Agreement, in each case, upon receipt by the Agent of
(i) counterparts to this Amendment duly executed by each of
the parties hereto and (ii) such other documents, certificates
and opinions of counsel as the Agent may reasonably
request.
SECTION
4. Reference to and Effect on the Agreement and the Related
Documents .
Each
reference in the Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”
or words of like import shall mean and be, and any references to
the Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Agreement shall
mean and be, a reference to the Agreement as amended hereby. Except
as expressly amended by this Amendment, the Agreement shall
continue in full force and effect and is hereby ratified and
confirmed.
SECTION
5. Governing Law .
This
Amendment has been delivered in New York, New York and shall be
deemed a contract made under and governed by the laws of the State
of New York (including for such purpose Sections 5-1401 and
5-1402 of the General Obligations Law of the State of New
York).
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SECTION
6. Severability .
Each
provision of this Amendment is severable from every other provision
of this Amendment for the purpose of determining the legal
enforceability of any provision hereof, and the unenforceability of
one or more provisions of this Amendment in one jurisdiction shall
not have the effect of rendering such provision or provisions
unenforceable in any other jurisdiction.
SECTION
7. Counterparts .
This
Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page by facsimile or other
electronic means acceptable to the Agent shall be effective as
delivery of a manually executed counterpart of this
Amendment.
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