FIRST
AMENDMENT TO
SECOND AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND
SECURITY AGREEMENT , dated as of September 19, 2008 (this
“ Amendment ”), is entered into by and among
ALLIED RECEIVABLES FUNDING INCORPORATED, as Borrower (the “
Borrower ”), ALLIED WASTE NORTH AMERICA, INC., as
initial Servicer (the “ Servicer ”), ATLANTIC
ASSET SECURITIZATION LLC, as a Conduit Lender, and CALYON NEW YORK
BRANCH (“ Calyon ”), as Lender Group Agent for
the Atlantic Group, as Atlantic Liquidity Bank and as Agent (in
such capacity, the “ Agent ”). 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
Second Amended and Restated Credit and Security Agreement, dated as
of May 30, 2008 (as amended, restated, supplemented or
otherwise modified to the date hereof, the “ Agreement
”);
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:
(a)
The definition of “Change of Control” set forth in
Exhibit I to the Agreement is amended and restated in
its entirety to read as follows:
Change of
Control : The acquisition by any
Person, or two or more Persons acting in concert of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities
and Exchange Commission under the Securities Exchange Act of 1934)
of 35% or more of the outstanding shares of voting stock of any
Loan Party. For the avoidance of doubt, “Change of
Control” shall not include the direct or indirect acquisition
of any Loan Party, including Allied Waste Industries, Inc., by
Republic Services, Inc.
(b)
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.
(c)
The cross-reference to Section 9.16 of the Senior Credit
Agreement in each of Section 5.1(o) and
Section 7.1(n) of the Agreement is deleted and replaced
with a cross-reference to Section 9.14 of the Senior Credit
Agreement.
SECTION
2. Representations and Warranties . Each of the
Servicer and the Borrower represents and warrants to the Secured
Parties that:
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