exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




by and among




Republic Services, Inc.,

the Guarantors Named Herein




and




Banc of America Securities LLC

RBS Securities Inc.

BNP Paribas Securities Corp.

Wells Fargo Securities, LLC

and the other Initial Purchasers named herein




Dated as of November 25, 2009




 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of November
25, 2009, by and among Republic Services, Inc., a Delaware corporation (the “Company”), the
guarantors listed on Schedule A hereto (collectively, the “Guarantors”), and Banc of America
Securities LLC, RBS Securities Inc., BNP Paribas Securities Corp., Wells Fargo Securities, LLC,
Calyon Securities (USA) Inc., Commerzbank Capital Markets Corp., Mizuho Securities USA Inc.,
SunTrust Robinson Humphrey, Inc. and UniCredit Capital Markets, Inc. (collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the Company’s 5.25% Notes due 2021 (the “Notes”)
fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase
Agreement (as defined below). The Notes and the Guarantees are herein collectively referred to as
the “Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated November 18, 2009 (the
“Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the
benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of
Transfer Restricted Securities (as defined below), including the Initial Purchasers. In order to
induce the Initial Purchasers to purchase the Securities, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase
Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:




     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in Section 6(c) hereof.



     Agreement: As defined in the preamble hereto.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in The City of New York, New York are authorized or
obligated to be closed.



     Closing Date: The date of this Agreement.



     Commission: The U.S. Securities and Exchange Commission.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities



 









 







to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement
continuously effective and the keeping of the Exchange Offer open for a period not less than the
minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to
the registrar under the Indenture of Exchange Securities in the same aggregate principal amount as
the aggregate principal amount of the Transfer Restricted Securities that were tendered by Holders
thereof pursuant to the Exchange Offer.



     Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.



     Exchange Date: As defined in Section 3(a) hereto.



     Exchange Offer: The registration by the Company and the Guarantors under the Securities Act
of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company and
the Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity
to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange
Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exchange Securities: The 5.25% Notes due 2021 (and related Guarantees), of the same series
under the Indenture as the Securities, to be issued to Holders in exchange for Transfer Restricted
Securities pursuant to this Agreement.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture dated as of November 25, 2009 among the Company, the guarantors
named therein and U.S Bank National Association, as trustee (the “Trustee”), as supplemented by
the First Supplemental Indenture dated as of November 25, 2009, pursuant to which the Securities
are to be issued, as such Indenture is amended or supplemented from time to time in accordance with
the terms thereof.



     Initial Placement: The issuance and sale by the Company of the Securities to the Initial
Purchasers pursuant to the Purchase Agreement.



     Initial Purchasers: As defined in the preamble hereto.



     Person: An individual, partnership, corporation, limited liability company, trust or
unincorporated organization, or a government or agency or political subdivision thereof or other
similar entity.



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     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company and the Guarantors relating
to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is
filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.



     Securities: As defined in the preamble hereto.



     Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: Each Security, until the earliest to occur of (i) the date on
which such Security is exchanged in the Exchange Offer for an Exchange Security entitled to be
resold to the public by the holder thereof without complying with the prospectus delivery
requirements of the Securities Act, (ii) the date on which such Security has been effectively
registered under the Securities Act and in accordance with a Shelf Registration Statement and such
Securities have been exchanged or disposed of pursuant to a Shelf Registration Statement, (iii) the
date on which such Security ceases to be outstanding, (iv) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act, or (v) following the
exchange by a Broker-Dealer in the Exchange Offer of a Transfer Restricted Security for an Exchange
Security, the date on which such Exchange Security is disposed of by a Broker-Dealer pursuant to
the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein).



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated thereunder.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



          SECTION 2. Securities Subject to this Agreement.




     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



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     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



          SECTION 3. Registered Exchange Offer.




     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there
are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use
its reasonable best efforts to (i) cause to be filed with the Commission, a Registration Statement
under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause
such Registration Statement to become effective, (iii) in connection with the foregoing, file (A)
all pre-effective amendments to such Registration Statement as may be necessary in order to cause
such Registration Statement to become effective, (B) if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430B under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the Exchange Securities
to be made under the state securities or blue sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration
Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its
reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the
Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the
“Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of
the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to
permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section
3(c) hereof.



     (b) If an Exchange Offer Registration Statement is declared effective pursuant to Section 3(a)
above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days
after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the
Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.
The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated by
the Exchange Date.



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted Securities acquired directly
from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained



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in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also
contain all other information with respect to such resales by any Broker-Dealers that the
Commission may require in order to permit such resales pursuant thereto, but such “Plan of
Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer except to the extent required by the Commission as a
result of a change in policy after the date of this Agreement.



     In the event the Company receives notice from one or more Broker-Dealers in connection with
the Exchange Offer or within 20 days after the consummation of the Exchange Offer that such
Broker-Dealer is exchanging or has exchanged Transfer Restricted Securities acquired for the
account of such Broker-Dealer as a result of market making or other trading activities, then each
of the Company and the Guarantors shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Transfer Restricted Securities acquired by any Broker-Dealers for their own accounts as
a result of market-making activities or other trading activities, and to ensure that it conforms
with the requirements of this Agreement, the Securities Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period ending on the earlier of (i) 180
days from the date on which the Exchange Offer Registration Statement is declared effective and
(ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection
with market-making or other trading activities.



     The Company shall provide sufficient copies of the latest version of such Prospectus to all
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



          SECTION 4. Shelf Registration.




     (a) Shelf Registration. If (i) the Company and the Guarantors are not required to file the
Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the
Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set
forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is
not Consummated by the Exchange Date, or (iii) prior to the Exchange Date: (A) the Initial
Purchasers request from the Company with respect to Transfer Restricted Securities not eligible to
be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of
Transfer Restricted Securities such Holder notifies the Company that (i) such Holder is prohibited
by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder
may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is
a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one
of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the
Company it will not receive freely tradable Exchange Securities in exchange for Transfer Restricted
Securities constituting any portion of such Initial Purchaser’s unsold allotment, then the Company
and the Guarantors shall:



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     (x) use their reasonable best efforts to cause to be filed a shelf registration
statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the
Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”)
on or prior to the 60th day after the date such obligation arises but no earlier than the
300th day after the Closing Date (or if such day is not a Business Day, the next succeeding
Business Day) (such date being the “Shelf Filing Deadline”), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities the Holders of
which shall have provided the information required pursuant to Section 4(b) hereof; and




     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or prior to the 120th day after the date
such obligation arises but no earlier than the 365th day after the Closing Date
(or if such day is not a Business Day, the next succeeding Business Day) (such date being
the “Shelf Effectiveness Deadline”).



     Each of the Company and the Guarantors shall use its reasonable best efforts to keep such
Shelf Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, from the date on which the Shelf Registration Statement is declared
effective by the Commission until the expiration of the one year period referred to in Rule 144
applicable to securities held by non-affiliates under the Securities Act (or shorter period that
will terminate when all the Transfer Restricted Securities covered by such Shelf Registration
Statement have been sold pursuant to such Shelf Registration Statement).



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



          SECTION 5. Additional Interest. If either (i) the Exchange Offer has not been Consummated by
the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been filed by
the Shelf Filing Deadline or declared effective by the Commission by the Shelf Effectiveness
Deadline or (iii) any Registration Statement required by this Agreement has been declared effective
but ceases to be effective at any time at which it is required to be effective under this Agreement
(each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company
hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased
by 0.25% per annum during the 90-day period



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immediately following the occurrence of any Registration Default and shall increase by 0.25%
per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but
in no event shall the aggregate amount of such increases exceed 1.00% per annum. Following the
earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted
Securities and (ii) the date on which such Transfer Restricted Securities cease to be Transfer
Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will
be reduced to the original interest rate borne by such Transfer Restricted Securities; provided,
however, that, if after any such reduction in interest rate, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be
increased pursuant to the foregoing provisions. Additional Interest shall not accrue or be payable
for more than one Registration Default at any given time, and shall accrue only for those days that
a Registration Default occurs and is continuing.



     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.



          SECTION 6. Registration Procedures.




     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall
use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution thereof,
and shall comply with all of the following provisions:




     (i) If in the reasonable opinion of counsel to the Company, there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such
Transfer Restricted Securities. Each of the Company and the Guarantors hereby agrees to
pursue the issuance of such a decision to the Commission staff level but shall not be
required to take commercially unreasonable action to effect a change of Commission policy.
Each of the Company and the Guarantors hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis
prepared by counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursue a favorable resolution by the Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company
or any Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a distribution



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of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring
the Exchange Securities in its ordinary course of business. In addition, all such Holders
of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations
for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Exchange Offer to participate in a distribution of the
securities to be acquired in the Exchange Offer (1) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the Commission enunciated in
Morgan Stanley & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any
no-action letter obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction and that such a secondary resale transaction should be covered
by an effective registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired
by such Holder directly from the Company.



     (b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the
Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the
provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold in accordance with
the intended method or methods of distribution thereof, and pursuant thereto the Company and the
Guarantors will use their reasonable best efforts to prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form under the Securities
Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance
with the intended method or methods of distribution thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by any Broker-Dealers), each of the Company and
the Guarantors shall:




     (i) use its reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including any consolidating
footnotes with respect to any Guarantors if required by the Securities Act) for the period
specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and usable for resale
of Transfer Restricted Securities during the period required by this Agreement, the Company
shall file promptly an appropriate amendment to such Registration Statement, in the case of
clause (A), correcting any such misstatement or omission, and, in the case of either clause
(A) or (B), use its reasonable best efforts to cause such amendment to be declared effective
and such Registration Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;



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     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424, 430A and 430B under the Securities Act in a timely manner; and
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period in accordance
with the intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, and (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or blue sky laws, each of the Company
and the Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;




     (iv) furnish without charge to each of the Initial Purchasers, and at their request,
each selling Holder named in any Registration Statement, and each of the underwriter(s), if
any, before filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such Registration
Statement or Prospectus (including all documents incorporated by reference after the initial
filing of such Registration Statement), which documents will be subject to the review and
comment of such Holders and underwriter(s) in connection with such sale, if any, for a
period of at least five Business Days, and the Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such Registration Statement or
Prospectus (including all such documents



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incorporated by reference) to which an Initial Purchaser of Transfer Restricted
Securities covered by such Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within five Business Days after the receipt thereof (such
objection to be deemed timely made upon confirmation of telecopy transmission within such
period). Notwithstanding the foregoing, nothing herein shall prohibit the Company or any
Guarantor from filing any document pursuant to the Exchange Act so long as the Initial
Purchasers of Transfer Restricted Securities covered by such Registration Statement and the
underwriter(s), if any, have been (x) provided with notice of the Company’s or such
Guarantor’s intention to make such filing as soon as practicable and (y) furnished with a
copy of the proposed filing in advance of the filing thereof with the Commission.The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable
if such Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;




     (v) in the case of a Shelf Registration Statement, promptly prior to the filing of any
document that is to be incorporated by reference into a Registration Statement or
Prospectus, provide copies of such document to the Initial Purchasers, and at their request,
each selling Holder named in any Registration Statement, and to the underwriter(s), if any,
make the Company’s and the Guarantors’ representatives available for discussion of such
document and other customary due diligence matters, and include such information in such
document prior to the filing thereof as such selling Holders or underwriter(s), if any,
reasonably may request;




     (vi) make available at reasonable times for inspection by the Initial Purchasers, the
managing underwriter(s), if any, participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by such Initial Purchasers or
any of the underwriter(s), all financial and other records, pertinent corporate documents
and properties of each of the Company and the Guarantors and cause the Company’s and the
Guarantors ‘ officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in connection with such
Registration Statement or any post-effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness and to participate in meetings with investors to the
extent requested by the managing underwriter(s), if any;




     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being paid therefor and any
other terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;



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     (viii) cause the Transfer Restricted Securities covered by the Registration Statement
to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the underwriter(s),
if any;




     (ix) furnish to each Initial Purchaser and, at their request, each selling Holder and
each of the underwriter(s), if any, without charge, at least one copy of the Registration
Statement, as first filed with the Commission, and of each amendment thereto, including
financial statements and schedules and all exhibits included therein (excluding exhibits
incorporated therein by reference);




     (x) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of the Company
and the Guarantors hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto;




     (xi) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to such extent as
may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any Registration
Statement contemplated by this Agreement; and whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten Registration, each of
the Company and the Guarantors shall:




     (A) furnish to each Initial Purchaser and, at their request, each selling
Holder, and each underwriter, if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to underwriters in primary
underwritten offerings, upon the date of the Consummation of the Exchange Offer or,
if applicable, the effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of Consummation of the Exchange Offer
or the date of effectiveness of the Shelf Registration Statement, as the
case may be, signed by (y) the President or any Vice President and (z) a
principal financial or accounting officer of each of the Company and the
Guarantors, confirming, as of the date thereof, the matters set forth in
paragraphs (i) and (ii) of Section 5(f) of the Purchase Agreement and such
other matters as such parties may reasonably request;




     (2) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the



-11-









 







Guarantors, covering the matters set forth in Section 5(d) of the
Purchase Agreement and such other matters as such parties may reasonably
request, and in any event including a statement to the effect that such
counsel has participated in conferences with officers and other
representatives of the Company and the Guarantors, representatives of the
independent public accountants for the Company and the Guarantors,
representatives of the underwriter(s), if any, and counsel to the
underwriter(s), if any, in connection with the preparation of such
Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises
that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any
post-effective amendment thereto became effective, and, in the case of the
Exchange Offer Registration Statement, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated
the date of Consummation of the Exchange Offer, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein not
misleading. Without limiting the foregoing, such counsel may state further
that such counsel assumes no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of the financial
statements, notes and schedules and other financial data included in any
Registration Statement contemplated by this Agreement or the related
Prospectus; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 5(a) of the Purchase
Agreement, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 6(c)(xi), if any.



-12-









 






     If at any time the representations and warranties of the Company and the Guarantors
contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or
the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and
each selling Holder promptly and, if requested by such Persons, shall confirm such advice in
writing;




     (xii) prior to any public offering of Transfer Restricted Securities, reasonably
cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel
in connection with the registration and qualification of the Transfer Restricted Securities
under the state securities or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may request and do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the Shelf Registration Statement; provided, however, that none of the
Company nor the Guarantors shall be required to register or qualify as a foreign corporation
where it is not then so qualified or to take any action that would subject it to the service
of process in suits or to taxation, other than as to matters and transactions relating to
the Registration Statement, in any jurisdiction where it is not then so subject;




     (xiii) issue, upon the request of any Holder of Transfer Restricted Securities covered
by the Shelf Registration Statement, Exchange Securities having an aggregate principal
amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered
to the Company by such Holder in exchange therefor or being sold by such Holder; such
Exchange Securities to be registered in the name of such Holder or in the name of the
purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted
Securities held by such Holder shall be surrendered to the Company for cancellation;




     (xiv) reasonably cooperate with the selling Holders and the underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and enable such
Transfer Restricted Securities to be in such denominations and registered in such names as
the Holders or the underwriter(s), if any, may request at least two Business Days prior to
any sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xv) use its reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;




     (xvi) if
any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the




-13-











 






purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary in order to make
the statements therein not misleading;




     (xvii) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
deposit with The Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with The Depository Trust Company;




     (xviii) reasonably cooperate and assist in any filings required to be made with FINRA
and in the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of FINRA;




     (xix) otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security holders, as soon
as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under
the Securities Act (which need not be audited) for the twelve-month period (A) commencing at
the end of any fiscal quarter in which Transfer Restricted Securities are sold to
underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold
to underwriters in such an offering, beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration Statement;




     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable
best efforts to cause the Trustee to execute, all documents that may be required to effect
such changes and all other forms and documents required to be filed with the Commission to
enable such Indenture to be so qualified in a timely manner;




     (xxi) cause all Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities issued by the
Company are then listed if reasonably requested by the Holders of a majority in aggregate
principal amount of Securities or the managing underwriter(s), if any; and




     (xxii) provide promptly to each Holder upon request each document filed with the
Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section



-14-









 




6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until
it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus. If so directed by the Company, each Holder will deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to
and including the date when each selling Holder covered by such Registration Statement shall have
received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the
amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a
Registration Statement pursuant to this paragraph shall be treated as a Registration Default for
purposes of Section 5 hereof.




     In addition, the Company may suspend the offering and sales under the Exchange Offer
Registration Statement subsequent to the Consummation of the Exchange Offer or the Shelf
Registration Statement for up to 45 days in each year during which such Exchange Offer Registration
Statement is required to be effective and usable hereunder subsequent to the Consummation of the
Exchange Offer or such Shelf Registration Statement is required to be effective and usable
hereunder (measured from the date of effectiveness of such Shelf Registration Statement to
successive anniversaries thereof):



     if (1) either:




(A) the Company shall be engaged in a material acquisition or disposition and (i)
such acquisition or disposition is required to be disclosed in the Exchange Offer
Registration Statement or the Shelf Registration Statement, the related Prospectus
or any amendment or supplement thereto, or the failure by the Company to disclose
such transaction in the Exchange Offer Registration Statement or the Shelf
Registration Statement or related Prospectus, or any amendment or supplement
thereto, as then amended or supplemented, would cause such Exchange Offer
Registration Statement or Shelf Registration Statement, or amendment thereto, to
contain an untrue statement of material fact or omit to state a material fact
necessary in order to make the statement therein not misleading, or would cause such
Prospectus, or supplement thereto, to contain an untrue statement of material fact
or omit to state a material fact necessary in order to make the statement therein
not misleading, in light of the circumstances under which they were made, (ii)
information regarding the existence of such



-15-









 







acquisition or disposition has not then been publicly disclosed by or on behalf of
the Company and (iii) a majority of the Board of Directors of the Company determines
in the exercise of its good faith judgment that disclosure of such acquisition or
disposition would not be in the best interest of the Company or would have a
material adverse effect on the consummation of such acquisition or disposition; or




(B) a majority of the Board of Directors of the Company determines in the exercise
of its good faith judgment that compliance with the disclosure obligations set forth
in Section 6(a) would otherwise have a material adverse effect on the Company and
its subsidiaries, taken as a whole (the matters described in clauses (A) and (B) are
each referred to herein as a “Permitted Suspension Event”); and



     (2) the Company notifies the Holders within two Business Days after such Board of Directors
makes the relevant determination set forth in clause (1); provided, however, that in each such case
the applicable period specified in Section 3 (subsequent to the Consummation of the Exchange Offer)
and Section 4 hereof during which the applicable Exchange Offer Registration Statement or Shelf
Registration Statement is required to be kept effective and usable shall be extended by the number
of days during which such effectiveness was suspended pursuant to the foregoing and Additional
Interest shall not apply during any period the Company is permitted to suspend offerings and sales
under this sentence for a Permitted Suspension Event.


     SECTION 7. Registration Expenses.




     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with FINRA); (ii) all fees and expenses of compliance with federal securities and state
securities or blue sky laws; (iii) all expenses of printing (including printing certificates for
the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger
and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company,
the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities;
(v) all application and filing fees in connection with listing the Exchange Securities on a
securities exchange or automated quotation system pursuant to the requirements thereof; and (vi)
all fees and disbursements of independent certified public accountants of the Company and the
Guarantors (including the expenses of any special audit and comfort letters required by or incident
to such performance). Notwithstanding the foregoing, subject to Section 7(b) below, the Holders
for whose benefit a Registration Statement is being prepared shall pay all agency fees,
underwriting discounts, commissions, fees and disbursements of counsel to the underwriters or the
Holder(s), and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted
Securities or Exchange Securities by a Holder.



-16-









 





     Each of the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who acts for all of the Initial
Purchasers and such Holders, who shall be Fried, Frank, Harris, Shriver & Jacobson LLP or such
other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being prepared.


     SECTION 8. Indemnification.




     (a) Each of the Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
officers, directors, employees and agents of any Holder (any Person referred to in clause (i), (ii)
or (iii) may hereinafter be referred to as an “Indemnified Holder”), from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs incurred in connection with
investigating, defending, settling (if such settlement is effectuated with the written consent of
the Company and Guarantors as provided herein), compromising or paying any claim or action, or any
investigation or proceeding by any governmental agency or body) to which an Indemnified Holder may
become subject under the Securities Act, the Exchange Act or other federal or state statutory law
or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities,
judgments, actions and expenses arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement thereto) or any
omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
in both cases except insofar as such losses, claims, damages, liabilities or expenses arise out of
or are based upon an untrue statement or omission or alleged untrue statement or omission that is
made in reliance upon and in conformity with information relating to any of the Holders furnished
in writing to the Company by any of the Holders expressly for use therein. This indemnity
agreement shall be in addition to any liability that the Company or any of the Guarantors may
otherwise have.



-17-









 





     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing of such action or proceeding; provided, however, that the failure to give
such notice shall not relieve any of the Company or the Guarantors from any liability which they
may have hereunder to the extent they are not prejudiced as a proximate result of such failure, and
will not in any event relieve the Company or the Guarantors from any other obligation or liability
that they may have to any Indemnified Holder other than pursuant to this Agreement. In case any
such action is brought against any Indemnified Holder and such Indemnified Holder seeks or intends
to seek indemnity from the Company and the Guarantors, the Company and the Guarantors will be
entitled to participate in, and, to the extent that they shall elect, by written notice delivered
to the Indemnified Holder, to assume the defense thereof with counsel reasonably satisfactory to
such Indemnified Holder; provided, however, such Indemnified Holder shall have the right to employ
its own counsel in any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Holder, unless: (i) the
employment of such counsel has been specifically authorized in writing by any of the Company or
Guarantors; (ii) the Company or the Guarantors have failed promptly to assume the defense and
employ counsel reasonably satisfactory to the Indemnified Holder; or (iii) the named parties to any
such action (including any impleaded parties) include both such Indemnified Holder and the Company
or the Guarantors or any affiliates of the Company or the Guarantors, and such Indemnified Holder
shall have reasonably concluded, based on advice from counsel, that either (x) there may be one or
more legal defenses available to it which are different from or additional to those available to
the Company or the Guarantors or any affiliate of the Company or the Guarantors or (y) a conflict
may exist between such Indemnified Holder and the Company or the Guarantors or such affiliate of
the Company or the Guarantors in conducting the defense of any such action (it being understood,
however, that the Company and the Guarantors shall not, in connection with any one such action or
separate but substantially similar or related actions, be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to a single firm of local counsel) for all such
Indemnified Holders, which firm shall be designated in writing by the Holders and that all such
reasonable fees and expenses shall be reimbursed as they are incurred). Upon receipt of notice
from the Company and the Guarantors to such Indemnified Holder of the Company’s or the Guarantors’
election so to assume the defense of such action and approval by the Indemnified Holder of counsel,
the Company and the Guarantors will not be liable to such Indemnified Holder under this Section
8(a) for any legal or other expenses subsequently incurred by such Indemnified Holder in connection
with the defense thereof unless the Indemnified Holder shall have employed separate counsel in
accordance with the proviso to the next preceding sentence, in which case the reasonable fees and
expenses of counsel shall be at the expense of the Company and the Guarantors. The Company and the
Guarantors shall not be liable for any settlement of any proceeding effected without their written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
Company and the Guarantors agree to indemnify the Indemnified Holder against any loss, claim,
damage, liability or expense by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Holder shall have requested the Company and the
Guarantors to reimburse the Indemnified Holder for fees and expenses of counsel as contemplated by
this



-18-









 




Section 8 hereof, the Company and the Guarantors agree that they shall be liable for any
settlement of any proceeding effected without their written consent if (i) such settlement is
entered into more than 30 days after receipt by the Company and the Guarantors of the aforesaid
request and (ii) the Company and the Guarantors shall not have reimbursed the Indemnified Holder in
accordance with such request or disputed in good faith the Indemnified Holder’s entitlement to such
reimbursement prior to the date of such settlement. The Company and the Guarantors shall not,
without the prior written consent of each Indemnified Holder, settle or compromise or consent to
the entry of judgment in any pending or threatened action, suit or proceeding in which any
Indemnified Holder is or could have been a party and indemnity was or could have been sought
hereunder, unless such settlement, compromise, or consent (i) includes an unconditional release of
each Indemnified Holder from all liability on claims that are the subject matter of such action,
suit or proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Holder.




     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of
the Company and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, to the same extent as the foregoing indemnity from the Company
and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions
based on information relating to such Holder furnished in writing by such Holder expressly for use
in any Registration Statement or Prospectus (or any amendment or supplement thereto). In case any
action or proceeding shall be brought against the Company, the Guarantors or their respective
directors or officers or any such controlling person in respect of which indemnity may be sought
against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties
given the Company and the Guarantors, and the Company, the Guarantors, their respective directors
and officers and such controlling person shall have the rights and duties given to each Holder by
the preceding paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) or is otherwise insufficient to hold harmless an indemnified party in respect of any
losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand,
from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to
be equal to the total gross proceeds to the Company and the Guarantors from the Initial Placement),
the amount of Additional Interest which did not become payable as a result of the filing of the
Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or
expenses, and such Registration Statement, or if such allocation is not permitted by applicable
law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the
other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of the



-19-









 







Indemnified Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim. The provisions set forth in Section 8(a) hereof with respect to notice of commencement
of any action shall apply if a claim for contribution is to be made under this Section 8(c);
provided, however, that no additional notice shall be required with respect to any action for which
notice has been given under Section 8 hereof for purposes of indemnification.



     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Initial Purchasers (and their related Indemnified Holders) shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Securities exceeds the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant
to this Section 8(c) are several, and not joint, in proportion to the respective principal amount
of Securities held by each of the Holders hereunder.


     SECTION 9. Rule 144A.




     Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.


     SECTION 10. Participation in Underwritten Registrations.




-20-









 








     No Holder may participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.


     SECTION 11. Selection of Underwriters.




     The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will
administer such offering will be selected by the Company, provided, however, that such investment
banker(s) and managing underwriter(s) must be reasonably satisfactory to the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in such offering.


     SECTION 12. Miscellaneous.




     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages may
not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agree to waive the defense in any action for specific performance that a
remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into
any agreement granting any registration rights with respect to its securities to any Person which
requires the filing of a registration statement in the future or allows any party to piggyback on a
Registration Statement, other than as described on Schedule B hereto. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted
to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect
on the date hereof.



     (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(c)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being



-21-









 







tendered or registered; provided, however, that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.



     (d) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, fascimile, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the registrar under the
Indenture, with a copy to the registrar under the Indenture; and




     (ii) if to the Company:


Republic Services, Inc.

18500 North Allied Way

Phoenix, Arizona 85054

Fax No.: (480) 627-7150

Attention:

Mike Rissman, Executive Vice President and General Counsel



With a copy to:



Mayer Brown LLP

71 South Wacker Driver

Chicago, IL 60606

Fax No.: (312)701-7711

Attention: Jodi Simala




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder, which successor or assign shall be conclusively deemed to have agreed
to be bound by all of the terms of this Agreement by virtue of taking and holding such acquired
Transfer Restricted Securities.



-22-









 





     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (i) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (j) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



[Signature Page Follows]





-23-












 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	REPUBLIC SERVICES, INC.

 	 
	 	By:  	/s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Senior Vice President, Treasurer 	 
	 



	 	 	 
	 	 	GUARANTORS:

	 	 	623 LANDFILL, INC.

	 	 	A D A J CORPORATION

	 	 	ACTION DISPOSAL, INC.

	 	 	ADA COUNTY DEVELOPMENT COMPANY, INC.

	 	 	ADRIAN LANDFILL, INC.

	 	 	ADS OF ILLINOIS, INC.

	 	 	ADS, INC.

	 	 	AGRICULTURAL ACQUISITIONS, LLC

	 	 	AGRI-TECH, INC. OF OREGON

	 	 	ALABAMA RECYCLING SERVICES, INC.

	 	 	ALBANY — LEBANON SANITATION, INC.

	 	 	ALLIED ACQUISITION PENNSYLVANIA, INC.

	 	 	ALLIED ACQUISITION TWO, INC.

	 	 	ALLIED ENVIROENGINEERING, INC.

	 	 	ALLIED GAS RECOVERY SYSTEMS, L.L.C.

	 	 	ALLIED GREEN POWER, INC.

	 	 	ALLIED NOVA SCOTIA, INC.

	 	 	ALLIED SERVICES, LLC

	 	 	ALLIED TRANSFER SYSTEMS OF NEW JERSEY, LLC

	 	 	ALLIED WASTE ALABAMA, INC.

	 	 	ALLIED WASTE COMPANY, INC.

	 	 	ALLIED WASTE ENVIRONMENTAL MANAGEMENT GROUP, LLC

	 	 	ALLIED WASTE HAULING OF GEORGIA, INC.

	 	 	ALLIED WASTE HOLDINGS (CANADA) LTD.

	 	 	ALLIED WASTE INDUSTRIES (ARIZONA), INC.

	 	 	ALLIED WASTE INDUSTRIES (NEW MEXICO), INC.

	 	 	ALLIED WASTE INDUSTRIES (SOUTHWEST), INC.

	 	 	ALLIED WASTE INDUSTRIES OF GEORGIA, INC.

	 	 	ALLIED WASTE INDUSTRIES OF ILLINOIS, INC.

	 	 	ALLIED WASTE INDUSTRIES OF NORTHWEST INDIANA, INC.

	 	 	ALLIED WASTE INDUSTRIES OF TENNESSEE, INC.







-24-









 






	 	 	 
	 	 	ALLIED WASTE INDUSTRIES, INC.

	 	 	ALLIED WASTE LANDFILL HOLDINGS, INC.

	 	 	ALLIED WASTE NIAGARA FALLS LANDFILL, LLC

	 	 	ALLIED WASTE NORTH AMERICA, INC.

	 	 	ALLIED WASTE OF CALIFORNIA, INC.

	 	 	ALLIED WASTE OF LONG ISLAND, INC.

	 	 	ALLIED WASTE OF NEW JERSEY, INC.

	 	 	ALLIED WASTE OF NEW JERSEY-NEW YORK, LLC

	 	 	ALLIED WASTE RECYCLING SERVICES OF NEW HAMPSHIRE, LLC

	 	 	ALLIED WASTE RURAL SANITATION, INC.

	 	 	ALLIED WASTE SERVICES OF COLORADO, INC.

	 	 	ALLIED WASTE SERVICES OF MASSACHUSETTS, LLC

	 	 	ALLIED WASTE SERVICES OF NORTH AMERICA, LLC

	 	 	ALLIED WASTE SERVICES OF PAGE, INC.

	 	 	ALLIED WASTE SERVICES OF STILLWATER, INC.

	 	 	ALLIED WASTE SYCAMORE LANDFILL, LLC

	 	 	ALLIED WASTE SYSTEMS HOLDINGS, INC.

	 	 	ALLIED WASTE SYSTEMS OF ARIZONA, LLC

	 	 	ALLIED WASTE SYSTEMS OF COLORADO, LLC

	 	 	ALLIED WASTE SYSTEMS OF INDIANA, LLC

	 	 	ALLIED WASTE SYSTEMS OF MICHIGAN, LLC

	 	 	ALLIED WASTE SYSTEMS OF MONTANA, LLC

	 	 	ALLIED WASTE SYSTEMS OF NEW JERSEY, LLC

	 	 	ALLIED WASTE SYSTEMS OF NORTH CAROLINA, LLC

	 	 	ALLIED WASTE SYSTEMS OF PENNSYLVANIA, LLC

	 	 	ALLIED WASTE SYSTEMS, INC.

	 	 	ALLIED WASTE TRANSFER SERVICES OF ARIZONA, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF CALIFORNIA, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF FLORIDA, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF IOWA, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF LIMA, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF NEW YORK, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF NORTH CAROLINA, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF OREGON, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF RHODE ISLAND, LLC

	 	 	ALLIED WASTE TRANSFER SERVICES OF UTAH, INC.

	 	 	ALLIED WASTE TRANSPORTATION, INC.

	 	 	AMERICAN DISPOSAL SERVICES OF ILLINOIS, INC.







-25-









 






	 	 	 
	 	 	AMERICAN DISPOSAL SERVICES OF KANSAS, INC.

	 	 	AMERICAN DISPOSAL SERVICES OF MISSOURI, INC.

	 	 	AMERICAN DISPOSAL SERVICES OF NEW JERSEY, INC.

	 	 	AMERICAN DISPOSAL SERVICES OF WEST VIRGINIA, INC.

	 	 	AMERICAN DISPOSAL SERVICES, INC.

	 	 	AMERICAN DISPOSAL TRANSFER SERVICES OF ILLINOIS, INC.

	 	 	AMERICAN MATERIALS RECYCLING CORP.

	 	 	AMERICAN SANITATION, INC.

	 	 	AMERICAN TRANSFER COMPANY, INC.

	 	 	ANSON COUNTY LANDFILL NC, LLC

	 	 	APACHE JUNCTION LANDFILL CORPORATION

	 	 	ARC DISPOSAL COMPANY, INC.

	 	 	AREA DISPOSAL, INC.

	 	 	ARIANA, LLC

	 	 	ATLANTIC WASTE HOLDING COMPANY, INC.

	 	 	ATLAS TRANSPORT, INC.

	 	 	ATTWOODS OF NORTH AMERICA, INC.

	 	 	AUTAUGA COUNTY LANDFILL, LLC

	 	 	AUTOMATED MODULAR SYSTEMS, INC.

	 	 	AUTOSHRED, INC.

	 	 	AWIN LEASING COMPANY, INC.

	 	 	AWIN LEASING II, LLC

	 	 	AWIN MANAGEMENT, INC.

	 	 	BARKER BROTHERS WASTE INCORPORATED

	 	 	BAY COLLECTION SERVICES, INC.

	 	 	BAY ENVIRONMENTAL MANAGEMENT, INC.

	 	 	BAY LANDFILLS, INC.

	 	 	BAY LEASING COMPANY, INC.

	 	 	BBCO, INC.

	 	 	BELLEVILLE LANDFILL, INC.

	 	 	BERKELEY SANITARY SERVICE, INC.

	 	 	BFGSI, L.L.C.

	 	 	BFI ATLANTIC, INC.

	 	 	BFI ENERGY SYSTEMS OF ALBANY, INC.

	 	 	BFI ENERGY SYSTEMS OF DELAWARE COUNTY, INC.

	 	 	BFI ENERGY SYSTEMS OF ESSEX COUNTY, INC.

	 	 	BFI ENERGY SYSTEMS OF HEMPSTEAD, INC.

	 	 	BFI ENERGY SYSTEMS OF NIAGARA II, INC.

	 	 	BFI ENERGY SYSTEMS OF NIAGARA, INC.

	 	 	BFI ENERGY SYSTEMS OF SEMASS, INC.

	 	 	BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, INC.

	 	 	BFI INTERNATIONAL, INC.

	 	 	BFI REF-FUEL, INC.

	 	 	BFI TRANS RIVER (GP), INC.

	 	 	BFI TRANSFER SYSTEMS OF ALABAMA, LLC

	 	 	BFI TRANSFER SYSTEMS OF DC, LLC







-26-









 






	 	 	 
	 	 	BFI TRANSFER SYSTEMS OF GEORGIA, LLC

	 	 	BFI TRANSFER SYSTEMS OF MARYLAND, LLC

	 	 	BFI TRANSFER SYSTEMS OF MASSACHUSETTS, LLC

	 	 	BFI TRANSFER SYSTEMS OF MISSISSIPPI, LLC

	 	 	BFI TRANSFER SYSTEMS OF NEW JERSEY, INC.

	 	 	BFI TRANSFER SYSTEMS OF PENNSYLVANIA, LLC

	 	 	BFI TRANSFER SYSTEMS OF VIRGINIA, LLC

	 	 	BFI WASTE SERVICES OF PENNSYLVANIA, LLC

	 	 	BFI WASTE SERVICES OF TENNESSEE, LLC

	 	 	BFI WASTE SERVICES, LLC

	 	 	BFI WASTE SYSTEMS OF ALABAMA, LLC

	 	 	BFI WASTE SYSTEMS OF ARKANSAS, LLC

	 	 	BFI WASTE SYSTEMS OF GEORGIA, LLC

	 	 	BFI WASTE SYSTEMS OF KENTUCKY, LLC

	 	 	BFI WASTE SYSTEMS OF LOUISIANA, LLC

	 	 	BFI WASTE SYSTEMS OF MASSACHUSETTS, LLC

	 	 	BFI WASTE SYSTEMS OF MISSISSIPPI, LLC

	 	 	BFI WASTE SYSTEMS OF MISSOURI, LLC

	 	 	BFI WASTE SYSTEMS OF NEW JERSEY, INC.

	 	 	BFI WASTE SYSTEMS OF NORTH AMERICA, LLC

	 	 	BFI WASTE SYSTEMS OF NORTH CAROLINA, LLC

	 	 	BFI WASTE SYSTEMS OF OKLAHOMA, LLC

	 	 	BFI WASTE SYSTEMS OF SOUTH CAROLINA, LLC

	 	 	BFI WASTE SYSTEMS OF TENNESSEE, LLC

	 	 	BFI WASTE SYSTEMS OF VIRGINIA, LLC

	 	 	BIO-MED OF OREGON, INC.

	 	 	BLT ENTERPRISES OF OXNARD, INC.

	 	 	BOND COUNTY LANDFILL, INC.

	 	 	BORREGO LANDFILL, INC.

	 	 	BORROW PIT CORP.

	 	 	BRICKYARD DISPOSAL & RECYCLING, INC.

	 	 	BRIDGETON LANDFILL, LLC

	 	 	BRIDGETON TRANSFER STATION, LLC

	 	 	BROWNING-FERRIS FINANCIAL SERVICES, INC.

	 	 	BROWNING-FERRIS INDUSTRIES CHEMICAL SERVICES, INC.

	 	 	BROWNING-FERRIS INDUSTRIES OF CALIFORNIA, INC.

	 	 	BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC.

	 	 	BROWNING-FERRIS INDUSTRIES OF ILLINOIS, INC.

	 	 	BROWNING-FERRIS INDUSTRIES OF NEW JERSEY, INC.

	 	 	BROWNING-FERRIS INDUSTRIES OF NEW YORK, INC.

	 	 	BROWNING-FERRIS INDUSTRIES OF OHIO, INC.

	 	 	BROWNING-FERRIS INDUSTRIES OF TENNESSEE, INC.

	 	 	BROWNING-FERRIS INDUSTRIES, INC.

	 	 	BROWNING-FERRIS INDUSTRIES, LLC

	 	 	BROWNING-FERRIS SERVICES, INC.

	 	 	BROWNING-FERRIS, INC.







-27-









 






	 	 	 
	 	 	BRUNSWICK WASTE MANAGEMENT FACILITY, LLC

	 	 	BUNTING TRASH SERVICE, INC.

	 	 	BUTLER COUNTY LANDFILL, LLC

	 	 	C & C EXPANDED SANITARY LANDFILL, LLC

	 	 	CACTUS WASTE SYSTEMS, LLC

	 	 	CALVERT TRASH SYSTEMS, INCORPORATED

	 	 	CAPITOL RECYCLING AND DISPOSAL, INC.

	 	 	CARBON LIMESTONE LANDFILL, LLC

	 	 	CC LANDFILL, INC.

	 	 	CECOS INTERNATIONAL, INC.

	 	 	CELINA LANDFILL, INC.

	 	 	CENTRAL ARIZONA TRANSFER, INC.

	 	 	CENTRAL SANITARY LANDFILL, INC.

	 	 	CENTRAL VIRGINIA PROPERTIES, LLC

	 	 	CHARTER EVAPORATION RESOURCE RECOVERY SYSTEMS

	 	 	CHEROKEE RUN LANDFILL, INC.

	 	 	CHILTON LANDFILL, LLC

	 	 	CITIZENS DISPOSAL, INC.

	 	 	CITY-STAR SERVICES, INC.

	 	 	CLARKSTON DISPOSAL, INC.

	 	 	COCOPAH LANDFILL, INC.

	 	 	COMPACTOR RENTAL SYSTEMS OF DELAWARE, INC.

	 	 	CONSOLIDATED DISPOSAL SERVICE, L.L.C.

	 	 	CONTINENTAL WASTE INDUSTRIES, L.L.C.

	 	 	COPPER MOUNTAIN LANDFILL, INC.

	 	 	CORVALLIS DISPOSAL CO.

	 	 	COUNTY DISPOSAL (OHIO), INC.

	 	 	COUNTY DISPOSAL, INC.

	 	 	COUNTY ENVIRONMENTAL LANDFILL, LLC

	 	 	COUNTY LAND DEVELOPMENT LANDFILL, LLC

	 	 	COUNTY LANDFILL, INC.

	 	 	COURTNEY RIDGE LANDFILL, LLC

	 	 	CRESCENT ACRES LANDFILL, LLC

	 	 	CROCKETT SANITARY SERVICE, INC.

	 	 	CUMBERLAND COUNTY DEVELOPMENT COMPANY, LLC

	 	 	CWI OF ILLINOIS, INC.

	 	 	CWI OF MISSOURI, INC.

	 	 	D & L DISPOSAL, L.L.C.

	 	 	DALLAS DISPOSAL CO.

	 	 	DELTA CONTAINER CORPORATION

	 	 	DELTA DADE RECYCLING CORP.

	 	 	DELTA PAPER STOCK, CO.

	 	 	DELTA RESOURCES CORP.

	 	 	DELTA SITE DEVELOPMENT CORP.

	 	 	DELTA WASTE CORP.

	 	 	DEMPSEY WASTE SYSTEMS II, INC.

	 	 	DENVER RL NORTH, INC.

	 	 	DTC MANAGEMENT, INC.







-28-









 






	 	 	 
	 	 	E LEASING COMPANY, LLC

	 	 	EAGLE INDUSTRIES LEASING, INC.

	 	 	EAST CHICAGO COMPOST FACILITY, INC.

	 	 	ECDC ENVIRONMENTAL OF HUMBOLDT COUNTY, INC.

	 	 	ECDC ENVIRONMENTAL, L.C.

	 	 	ECDC HOLDINGS, INC.

	 	 	ELDER CREEK TRANSFER & RECOVERY, INC.

	 	 	ELLIS SCOTT LANDFILL MO, LLC

	 	 	ENVIROCYCLE, INC.

	 	 	ENVIRONMENTAL DEVELOPMENT CORP.

	 	 	ENVIRONMENTAL RECLAMATION COMPANY

	 	 	ENVIRONTECH, INC.

	 	 	ENVOTECH-ILLINOIS L.L.C.

	 	 	EVERGREEN SCAVENGER SERVICE, INC.

	 	 	EVERGREEN SCAVENGER SERVICE, L.L.C.

	 	 	F. P. MCNAMARA RUBBISH REMOVAL INC.

	 	 	FLINT HILL ROAD, LLC

	 	 	FLL, INC.

	 	 	FOREST VIEW LANDFILL, LLC

	 	 	FORWARD, INC.

	 	 	FRED BARBARA TRUCKING CO., INC.

	 	 	FRONTIER WASTE SERVICES (COLORADO), LLC

	 	 	FRONTIER WASTE SERVICES (UTAH), LLC

	 	 	FRONTIER WASTE SERVICES OF LOUISIANA L.L.C.

	 	 	G. VAN DYKEN DISPOSAL INC.

	 	 	GATEWAY LANDFILL, LLC

	 	 	GEK, INC.

	 	 	GENERAL REFUSE ROLLOFF CORP.

	 	 	GENERAL REFUSE SERVICE OF OHIO, L.L.C.

	 	 	GEORGIA RECYCLING SERVICES, INC.

	 	 	GOLDEN BEAR TRANSFER SERVICES, INC.

	 	 	GOLDEN WASTE DISPOSAL, INC.

	 	 	GRANTS PASS SANITATION, INC.

	 	 	GREAT LAKES DISPOSAL SERVICE, INC.

	 	 	GREAT PLAINS LANDFILL OK, LLC

	 	 	GREENRIDGE RECLAMATION, LLC

	 	 	GREENRIDGE WASTE SERVICES, LLC

	 	 	GULFCOAST WASTE SERVICE, INC.

	 	 	H LEASING COMPANY, LLC

	 	 	HANCOCK COUNTY DEVELOPMENT COMPANY, LLC

	 	 	HARLAND’S SANITARY LANDFILL, INC.

	 	 	HARRISON COUNTY LANDFILL, LLC

	 	 	HONEYGO RUN RECLAMATION CENTER, INC.

	 	 	ILLINOIS LANDFILL, INC.

	 	 	ILLINOIS RECYCLING SERVICES, INC.

	 	 	ILLINOIS VALLEY RECYCLING, INC.

	 	 	IMPERIAL LANDFILL, INC.

	 	 	INDEPENDENT TRUCKING COMPANY

	 	 	INGRUM WASTE DISPOSAL, INC.







-29-









 






	 	 	 
	 	 	INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA

	 	 	ISLAND WASTE SERVICES LTD.

	 	 	JACKSON COUNTY LANDFILL, LLC

	 	 	JEFFERSON CITY LANDFILL, LLC

	 	 	JEFFERSON PARISH DEVELOPMENT COMPANY, LLC

	 	 	JETTER DISPOSAL, INC.

	 	 	KANDEL ENTERPRISES, LLC

	 	 	KANKAKEE QUARRY, INC.

	 	 	KELLER CANYON LANDFILL COMPANY

	 	 	KELLER DROP BOX, INC.

	 	 	LA CAñADA DISPOSAL COMPANY, INC.

	 	 	LAKE NORMAN LANDFILL, INC.

	 	 	LANDCOMP CORPORATION

	 	 	LATHROP SUNRISE SANITATION CORPORATION

	 	 	LEE COUNTY LANDFILL SC, LLC

	 	 	LEE COUNTY LANDFILL, INC.

	 	 	LEMONS LANDFILL, LLC

	 	 	LIBERTY WASTE HOLDINGS, INC.

	 	 	LIBERTY WASTE SERVICES LIMITED, L.L.C.

	 	 	LIBERTY WASTE SERVICES OF ILLINOIS, L.L.C.

	 	 	LIBERTY WASTE SERVICES OF MCCOOK, L.L.C.

	 	 	LITTLE CREEK LANDING, LLC

	 	 	LOCAL SANITATION OF ROWAN COUNTY, L.L.C.

	 	 	LOOP RECYCLING, INC.

	 	 	LOOP TRANSFER, INCORPORATED

	 	 	LORAIN COUNTY LANDFILL, LLC

	 	 	LOUIS PINTO & SON, INC., SANITATION CONTRACTORS

	 	 	LUCAS COUNTY LAND DEVELOPMENT, INC.

	 	 	LUCAS COUNTY LANDFILL, LLC

	 	 	MADISON COUNTY DEVELOPMENT, LLC

	 	 	MANUMIT OF FLORIDA, INC.

	 	 	MCCUSKER RECYCLING, INC.

	 	 	MCINNIS WASTE SYSTEMS, INC.

	 	 	MENANDS ENVIRONMENTAL SOLUTIONS, LLC

	 	 	MESA DISPOSAL, INC.

	 	 	MIDWAY DEVELOPMENT COMPANY, INC.

	 	 	MISSISSIPPI WASTE PAPER COMPANY

	 	 	MISSOURI CITY LANDFILL, LLC

	 	 	MOUNTAIN HOME DISPOSAL, INC.

	 	 	N LEASING COMPANY, LLC

	 	 	NATIONSWASTE CATAWBA REGIONAL LANDFILL, INC.

	 	 	NATIONSWASTE, INC.

	 	 	NCORP, INC.

	 	 	NEW MORGAN LANDFILL COMPANY, INC.

	 	 	NEW YORK WASTE SERVICES, LLC

	 	 	NEWCO WASTE SYSTEMS OF NEW JERSEY, INC.

	 	 	NOBLE ROAD LANDFILL, INC.

	 	 	NORTHEAST LANDFILL, LLC







-30-









 






	 	 	 
	 	 	NORTHLAKE TRANSFER, INC.

	 	 	NORTHWEST TENNESSEE DISPOSAL CORPORATION

	 	 	OAKLAND HEIGHTS DEVELOPMENT, INC.

	 	 	OBSCURITY LAND DEVELOPMENT, LLC

	 	 	OHIO REPUBLIC CONTRACTS, II, INC.

	 	 	OHIO REPUBLIC CONTRACTS, INC.

	 	 	OKLAHOMA CITY LANDFILL, L.L.C.

	 	 	OSCAR’S COLLECTION SYSTEM OF FREMONT, INC.

	 	 	OTAY LANDFILL, INC.

	 	 	OTTAWA COUNTY LANDFILL, INC.

	 	 	PACKERTON LAND COMPANY, L.L.C.

	 	 	PALOMAR TRANSFER STATION, INC.

	 	 	PELTIER REAL ESTATE COMPANY

	 	 	PERDOMO & SONS, INC.

	 	 	PINAL COUNTY LANDFILL CORP.

	 	 	PINECREST LANDFILL OK, LLC

	 	 	PITTSBURG COUNTY LANDFILL, INC.

	 	 	POLK COUNTY LANDFILL, LLC

	 	 	PORT CLINTON LANDFILL, INC.

	 	 	PORTABLE STORAGE CO.

	 	 	PREBLE COUNTY LANDFILL, INC.

	 	 	PRICE & SONS RECYCLING COMPANY

	 	 	PRINCE GEORGE’S COUNTY LANDFILL, LLC

	 	 	R.C. MILLER ENTERPRISES, INC.

	 	 	R.C. MILLER REFUSE SERVICE INC.

	 	 	RABANCO RECYCLING, INC.

	 	 	RABANCO, LTD.

	 	 	RAMONA LANDFILL, INC.

	 	 	RCS, INC.

	 	 	RELIABLE DISPOSAL, INC.

	 	 	REPUBLIC DUMPCO, INC.

	 	 	REPUBLIC ENVIRONMENTAL TECHNOLOGIES, INC.

	 	 	REPUBLIC OHIO CONTRACTS, LLC

	 	 	REPUBLIC SERVICES AVIATION, INC.

	 	 	REPUBLIC SERVICES FINANCIAL LP, INC.

	 	 	REPUBLIC SERVICES GROUP, LLC

	 	 	REPUBLIC SERVICES HOLDING COMPANY, INC.

	 	 	REPUBLIC SERVICES OF ARIZONA HAULING, LLC

	 	 	REPUBLIC SERVICES OF CALIFORNIA HOLDING COMPANY, INC.

	 	 	REPUBLIC SERVICES OF CALIFORNIA II, LLC

	 	 	REPUBLIC SERVICES OF COLORADO HAULING, LLC

	 	 	REPUBLIC SERVICES OF COLORADO I, LLC

	 	 	REPUBLIC SERVICES OF FLORIDA GP, INC.

	 	 	REPUBLIC SERVICES OF FLORIDA LP, INC.

	 	 	REPUBLIC SERVICES OF GEORGIA GP, LLC

	 	 	REPUBLIC SERVICES OF GEORGIA LP, LLC

	 	 	REPUBLIC SERVICES OF INDIANA LP, INC.

	 	 	REPUBLIC SERVICES OF INDIANA TRANSPORTATION, LLC

	 	 	REPUBLIC SERVICES OF KENTUCKY, LLC







-31-









 






	 	 	 
	 	 	REPUBLIC SERVICES OF MICHIGAN HAULING, LLC

	 	 	REPUBLIC SERVICES OF MICHIGAN HOLDING COMPANY, INC.

	 	 	REPUBLIC SERVICES OF MICHIGAN I, LLC

	 	 	REPUBLIC SERVICES OF MICHIGAN II, LLC

	 	 	REPUBLIC SERVICES OF MICHIGAN III, LLC

	 	 	REPUBLIC SERVICES OF MICHIGAN IV, LLC

	 	 	REPUBLIC SERVICES OF MICHIGAN V, LLC

	 	 	REPUBLIC SERVICES OF NEW JERSEY, LLC

	 	 	REPUBLIC SERVICES OF NORTH CAROLINA, LLC

	 	 	REPUBLIC SERVICES OF OHIO HAULING, LLC

	 	 	REPUBLIC SERVICES OF OHIO I, LLC

	 	 	REPUBLIC SERVICES OF OHIO II, LLC

	 	 	REPUBLIC SERVICES OF OHIO III, LLC

	 	 	REPUBLIC SERVICES OF OHIO IV, LLC

	 	 	REPUBLIC SERVICES OF PENNSYLVANIA, LLC

	 	 	REPUBLIC SERVICES OF SOUTH CAROLINA, LLC

	 	 	REPUBLIC SERVICES OF SOUTHERN CALIFORNIA, LLC

	 	 	REPUBLIC SERVICES OF VIRGINIA, LLC

	 	 	REPUBLIC SERVICES OF WISCONSIN GP, LLC

	 	 	REPUBLIC SERVICES OF WISCONSIN LP, LLC

	 	 	REPUBLIC SERVICES REAL ESTATE HOLDING, INC.

	 	 	REPUBLIC SERVICES VASCO ROAD, LLC

	 	 	REPUBLIC SILVER STATE DISPOSAL, INC.

	 	 	REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC

	 	 	REPUBLIC WASTE SERVICES OF TEXAS GP, INC.

	 	 	REPUBLIC WASTE SERVICES OF TEXAS LP, INC.

	 	 	RESOURCE RECOVERY, INC.

	 	 	RI/ALAMEDA CORP.

	 	 	RICHMOND SANITARY SERVICE, INC.

	 	 	RISK SERVICES, INC.

	 	 	RITM, LLC

	 	 	ROCK ROAD INDUSTRIES, INC.

	 	 	ROSS BROS. WASTE & RECYCLING CO.

	 	 	ROSSMAN SANITARY SERVICE, INC.

	 	 	ROXANA LANDFILL, INC.

	 	 	ROYAL HOLDINGS, INC.

	 	 	RUBBISH CONTROL, LLC

	 	 	S & S RECYCLING, INC.

	 	 	S LEASING COMPANY, LLC

	 	 	SALINE COUNTY LANDFILL, INC.

	 	 	SAN DIEGO LANDFILL SYSTEMS, LLC

	 	 	SAN MARCOS NCRRF, INC.

	 	 	SAND VALLEY HOLDINGS, L.L.C.

	 	 	SANDY HOLLOW LANDFILL CORP.

	 	 	SANGAMON VALLEY LANDFILL, INC.

	 	 	SANITARY DISPOSAL SERVICE, INC.

	 	 	SAUK TRAIL DEVELOPMENT, INC.

	 	 	SCHOFIELD CORPORATION OF ORLANDO







-32-









 






	 	 	 
	 	 	SHOW-ME LANDFILL, LLC

	 	 	SHRED — ALL RECYCLING SYSTEMS INC.

	 	 	SOLANO GARBAGE COMPANY

	 	 	SOURCE RECYCLING, INC.

	 	 	SOUTHEAST LANDFILL, LLC

	 	 	SOUTHERN ILLINOIS REGIONAL LANDFILL, INC.

	 	 	ST. BERNARD PARISH DEVELOPMENT COMPANY, LLC

	 	 	ST. JOSEPH LANDFILL, LLC

	 	 	STANDARD DISPOSAL SERVICES, INC.

	 	 	STANDARD ENVIRONMENTAL SERVICES, INC.

	 	 	STANDARD WASTE, INC.

	 	 	STREATOR AREA LANDFILL, INC.

	 	 	SUBURBAN TRANSFER, INC.

	 	 	SUBURBAN WAREHOUSE, INC.

	 	 	SUMMIT WASTE SYSTEMS, INC.

	 	 	SUNRISE SANITATION SERVICE, INC.

	 	 	SUNSET DISPOSAL SERVICE, INC.

	 	 	SUNSET DISPOSAL, INC.

	 	 	SYCAMORE LANDFILL, INC.

	 	 	TATE’S TRANSFER SYSTEMS, INC.

	 	 	TAY-BAN CORPORATION

	 	 	TAYLOR RIDGE LANDFILL, INC.

	 	 	TENNESSEE UNION COUNTY LANDFILL, INC.

	 	 	THE ECOLOGY GROUP, INC.

	 	 	THOMAS DISPOSAL SERVICE, INC.

	 	 	TOM LUCIANO’S DISPOSAL SERVICE, INC.

	 	 	TOTAL ROLL-OFFS, L.L.C.

	 	 	TOTAL SOLID WASTE RECYCLERS, INC.

	 	 	TRICIL (N.Y.), INC.

	 	 	TRI-COUNTY REFUSE SERVICE, INC.

	 	 	TRI-STATE RECYCLING SERVICES, INC.

	 	 	TRI-STATE REFUSE CORPORATION

	 	 	UNITED DISPOSAL SERVICE, INC.

	 	 	UPPER ROCK ISLAND COUNTY LANDFILL, INC.

	 	 	VALLEY LANDFILLS, INC.

	 	 	VINING DISPOSAL SERVICE, INC.

	 	 	WASATCH REGIONAL LANDFILL, INC.

	 	 	WASTE CONTROL SYSTEMS, INC.

	 	 	WASTE SERVICES OF NEW YORK, INC.

	 	 	WASTEHAUL, INC.

	 	 	WAYNE COUNTY LAND DEVELOPMENT, LLC

	 	 	WAYNE COUNTY LANDFILL IL, INC.

	 	 	WAYNE DEVELOPERS, LLC

	 	 	WDTR, INC.

	 	 	WEBSTER PARISH LANDFILL, L.L.C.

	 	 	WEST CONTRA COSTA ENERGY RECOVERY COMPANY

	 	 	WEST CONTRA COSTA SANITARY LANDFILL, INC.

	 	 	WEST COUNTY LANDFILL, INC.

	 	 	WEST COUNTY RESOURCE RECOVERY, INC.







-33-









 






	 	 	 
	 	 	WILLAMETTE RESOURCES, INC.

	 	 	WILLIAMS COUNTY LANDFILL INC.

	 	 	WILLOW RIDGE LANDFILL, LLC

	 	 	WJR ENVIRONMENTAL, INC.

	 	 	WOODLAKE SANITARY SERVICE, INC.

	 	 	ZAKAROFF SERVICES







	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer of each of the foregoing
entities 	 



-34-









 






	 	 	 	 	 



	 	 	 
	 	 	ABILENE LANDFILL TX, LP

	 	 	BFI TRANSFER SYSTEMS OF TEXAS, LP

	 	 	BFI WASTE SERVICES OF INDIANA, LP

	 	 	BFI WASTE SERVICES OF TEXAS, LP

	 	 	BFI WASTE SYSTEMS OF INDIANA, LP

	 	 	BLUE RIDGE LANDFILL TX, LP

	 	 	BRENHAM TOTAL ROLL-OFFS, LP

	 	 	CAMELOT LANDFILL TX, LP

	 	 	CEFE LANDFILL TX, LP

	 	 	CROW LANDFILL TX, L.P.

	 	 	DESARROLLO DEL RANCHO LA GLORIA TX, LP

	 	 	EL CENTRO LANDFILL, L.P.

	 	 	ELLIS COUNTY LANDFILL TX, LP

	 	 	FORT WORTH LANDFILL TX, LP

	 	 	FRONTIER WASTE SERVICES, L.P.

	 	 	GALVESTON COUNTY LANDFILL TX, LP

	 	 	GILES ROAD LANDFILL TX, LP

	 	 	GOLDEN TRIANGLE LANDFILL TX, LP

	 	 	GREENWOOD LANDFILL TX, LP

	 	 	GULF WEST LANDFILL TX, LP

	 	 	ITASCA LANDFILL TX, LP

	 	 	KERRVILLE LANDFILL TX, LP

	 	 	LEWISVILLE LANDFILL TX, LP

	 	 	MARS ROAD TX, LP

	 	 	MCCARTY ROAD LANDFILL TX, LP

	 	 	MESQUITE LANDFILL TX, LP

	 	 	MEXIA LANDFILL TX, LP

	 	 	PANAMA ROAD LANDFILL, TX, L.P.

	 	 	PINE HILL FARMS LANDFILL TX, LP

	 	 	PLEASANT OAKS LANDFILL TX, LP

	 	 	RIO GRANDE VALLEY LANDFILL TX, LP

	 	 	ROYAL OAKS LANDFILL TX, LP

	 	 	SOUTH CENTRAL TEXAS LAND CO. TX, LP

	 	 	SOUTHWEST LANDFILL TX, LP

	 	 	TESSMAN ROAD LANDFILL TX, LP

	 	 	TURKEY CREEK LANDFILL TX, LP

	 	 	VICTORIA LANDFILL TX, LP

	 	 	WHISPERING PINES LANDFILL TX, LP







	 	 	 	 	 
	 	 	 
	 	By:  	
Allied Waste Landfill Holdings, Inc., as General Partner of each of the foregoing entities
 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 




-35-











 




BENTON COUNTY DEVELOPMENT COMPANY

CLINTON COUNTY LANDFILL PARTNERSHIP

COUNTY LINE LANDFILL PARTNERSHIP

ILLIANA DISPOSAL PARTNERSHIP

JASPER COUNTY DEVELOPMENT COMPANY PARTNERSHIP

KEY WASTE INDIANA PARTNERSHIP

LAKE COUNTY C & D DEVELOPMENT PARTNERSHIP

NEWTON COUNTY LANDFILL PARTNERSHIP

SPRINGFIELD ENVIRONMENTAL GENERAL PARTNERSHIP

TIPPECANOE COUNTY WASTE SERVICES PARTNERSHIP

WARRICK COUNTY DEVELOPMENT COMPANY




	 	 	 	 	 
	 	 	 
	 	By: 	Allied Waste Landfill Holdings, Inc., as General 	 
	 	 	Partner of each of the foregoing entities 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By: 	Allied Waste North America, Inc., as General    	 
	 	 	Partner of each of the foregoing entities 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 



-36-









 






	 	 	 	 	 


BENSON VALLEY LANDFILL GENERAL PARTNERSHIP

BLUE RIDGE LANDFILL GENERAL PARTNERSHIP

GREEN VALLEY LANDFILL GENERAL PARTNERSHIP

MOREHEAD LANDFILL GENERAL PARTNERSHIP




	 	 	 	 	 
	 	 	 
	 	By: 	Allied Waste North America, Inc., as General 	 
	 	 	Partner of each of the foregoing entities 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By: 	Browning-Ferris Industries of Tennessee, Inc., 	 
	 	 	as General Partner of each of the foregoing
entities 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 


REPUBLIC WASTE SERVICES OF TEXAS, LTD.

RWS TRANSPORT, L.P.




	 	 	 	 	 
	 	 	 
	 	By: 	Republic Waste Services of Texas GP, Inc., as 	 
	 	 	General Partner of each of the foregoing
entities 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 



-37-









 






	 	 	 	 	 


BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, LIMITED PARTNERSHIP




	 	 	 	 	 
	 	 	 
	 	By: 	BFI Energy Systems of Southeastern Connecticut, 	 
	 	 	Inc., its General Partner 	 
	 
	 	 	 
	 	By:  	 /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	OCEANSIDE WASTE & RECYCLING SERVICES

 	 
	 	By: 	Republic Services, Inc., its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By: 	Zakaroff Services, its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	RABANCO COMPANIES

 	 
	 	By: 	Rabanco Recycling, Inc., its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By: 	Rabanco, Ltd., its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 



-38-









 







	 	 	 	 	 
	 	REPUBLIC SERVICES FINANCIAL, LIMITED PARTNERSHIP

 	 
	 	By: 	Republic Silver State Disposal, Inc., its 	 
	 	 	General Partner 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	REPUBLIC SERVICES OF FLORIDA, LIMITED PARTNERSHIP

 	 
	 	By: 	Republic Services of Florida GP, Inc., its 	 
	 	 	General Partner 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	REPUBLIC SERVICES OF GEORGIA, LIMITED PARTNERSHIP

 	 
	 	By: 	Republic Services of Georgia GP, LLC, its 	 
	 	 	General Partner 	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	REPUBLIC SERVICES OF INDIANA, LIMITED PARTNERSHIP

 	 
	 	By: 	Republic Services, Inc., its General Partner 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 



-39-









 






	 	 	 	 	 



	 	 	 	 	 
	 	REPUBLIC SERVICES OF WISCONSIN, LIMITED PARTNERSHIP

 	 
	 	By: 	Republic Services of Wisconsin GP, LLC, its 	 
	 	 	General Partner 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DINVERNO, INC.

 	 
	 	By:  	/s/ Roger A. Groen Jr.
 	 
	 	 	Name:  	Roger A. Groen Jr. 	 
	 	 	Title:  	President 	 
	 




-40-











 





     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 	 	 	 	 
	Banc of America Securities LLC

RBS Securities Inc.

BNP Paribas Securities Corp.

Wells Fargo Securities, LLC

 	 	 
	By:  	BANC OF AMERICA SECURITIES LLC 	 	 
	 	 	 
	By:  	                   /s/ Peter J. Carbone
 	 	 
	 	Name:  	Peter J. Carbone 	 	 
	 	Title:  	Vice President 	 	 
	 	 	 
	By:  	                    RBS SECURITIES INC.
 	 	 
	 	 	 
	By:  	                    /s/ Thomas Bausano
 	 	 
	 	Name:  	Thomas Bausano 	 	 
	 	Title:  	Managing Director 	 	 
	 	 	 
	By:  	               BNP PARIBAS SECURITIES CORP.
 	 	 
	 	 	 
	By:  	               /s/ Jim Turner
 	 	 
	 	Name:  	Jim Turner 	 	 
	 	Title:  	Managing Director 	 	 
	 	 	 
	By:  	                WELLS FARGO SECURITIES, LLC
 	 	 
	 	 	 
	By:  	                /s/ Erik Wallace
 	 	 
	 	Name:  	Erik Wallace 	 	 
	 	Title:  	Vice President
 	 	 
	On behalf of each of the Initial Purchasers 




-41-









 





SCHEDULE A




623 LANDFILL, INC.

A D A J CORPORATION

ACTION DISPOSAL, INC.

ADA COUNTY DEVELOPMENT COMPANY, INC.

ADRIAN LANDFILL, INC.

ADS OF ILLINOIS, INC.

ADS, INC.

AGRICULTURAL ACQUISITIONS, LLC

AGRI-TECH, INC. OF OREGON

ALABAMA RECYCLING SERVICES, INC.

ALBANY — LEBANON SANITATION, INC.

ALLIED ACQUISITION PENNSYLVANIA, INC.

ALLIED ACQUISITION TWO, INC.

ALLIED ENVIROENGINEERING, INC.

ALLIED GAS RECOVERY SYSTEMS, L.L.C.

ALLIED GREEN POWER, INC.

ALLIED NOVA SCOTIA, INC.

ALLIED SERVICES, LLC

ALLIED TRANSFER SYSTEMS OF NEW JERSEY, LLC

ALLIED WASTE ALABAMA, INC.

ALLIED WASTE COMPANY, INC.

ALLIED WASTE ENVIRONMENTAL MANAGEMENT GROUP, LLC

ALLIED WASTE HAULING OF GEORGIA, INC.

ALLIED WASTE HOLDINGS (CANADA) LTD.

ALLIED WASTE INDUSTRIES (ARIZONA), INC.

ALLIED WASTE INDUSTRIES (NEW MEXICO), INC.

ALLIED WASTE INDUSTRIES (SOUTHWEST), INC.

ALLIED WASTE INDUSTRIES OF GEORGIA, INC.

ALLIED WASTE INDUSTRIES OF ILLINOIS, INC.

ALLIED WASTE INDUSTRIES OF NORTHWEST INDIANA, INC.

ALLIED WASTE INDUSTRIES OF TENNESSEE, INC.

ALLIED WASTE INDUSTRIES, INC.

ALLIED WASTE LANDFILL HOLDINGS, INC.

ALLIED WASTE NIAGARA FALLS LANDFILL, LLC

ALLIED WASTE NORTH AMERICA, INC.

ALLIED WASTE OF CALIFORNIA, INC.

ALLIED WASTE OF LONG ISLAND, INC.

ALLIED WASTE OF NEW JERSEY, INC.

ALLIED WASTE OF NEW JERSEY-NEW YORK, LLC

ALLIED WASTE RECYCLING SERVICES OF NEW HAMPSHIRE, LLC

ALLIED WASTE RURAL SANITATION, INC.

ALLIED WASTE SERVICES OF COLORADO, INC.

ALLIED WASTE SERVICES OF MASSACHUSETTS, LLC

ALLIED WASTE SERVICES OF NORTH AMERICA, LLC

ALLIED WASTE SERVICES OF PAGE, INC.

ALLIED WASTE SERVICES OF STILLWATER, INC.

ALLIED WASTE SYCAMORE LANDFILL, LLC

ALLIED WASTE SYSTEMS HOLDINGS, INC.




-42-









 





ALLIED WASTE SYSTEMS OF ARIZONA, LLC

ALLIED WASTE SYSTEMS OF COLORADO, LLC

ALLIED WASTE SYSTEMS OF INDIANA, LLC

ALLIED WASTE SYSTEMS OF MICHIGAN, LLC

ALLIED WASTE SYSTEMS OF MONTANA, LLC

ALLIED WASTE SYSTEMS OF NEW JERSEY, LLC

ALLIED WASTE SYSTEMS OF NORTH CAROLINA, LLC

ALLIED WASTE SYSTEMS OF PENNSYLVANIA, LLC

ALLIED WASTE SYSTEMS, INC.

ALLIED WASTE TRANSFER SERVICES OF ARIZONA, LLC

ALLIED WASTE TRANSFER SERVICES OF CALIFORNIA, LLC

ALLIED WASTE TRANSFER SERVICES OF FLORIDA, LLC

ALLIED WASTE TRANSFER SERVICES OF IOWA, LLC

ALLIED WASTE TRANSFER SERVICES OF LIMA, LLC

ALLIED WASTE TRANSFER SERVICES OF NEW YORK, LLC

ALLIED WASTE TRANSFER SERVICES OF NORTH CAROLINA, LLC

ALLIED WASTE TRANSFER SERVICES OF OREGON, LLC

ALLIED WASTE TRANSFER SERVICES OF RHODE ISLAND, LLC

ALLIED WASTE TRANSFER SERVICES OF UTAH, INC.

ALLIED WASTE TRANSPORTATION, INC.

AMERICAN DISPOSAL SERVICES OF ILLINOIS, INC.

AMERICAN DISPOSAL SERVICES OF KANSAS, INC.

AMERICAN DISPOSAL SERVICES OF MISSOURI, INC.

AMERICAN DISPOSAL SERVICES OF NEW JERSEY, INC.

AMERICAN DISPOSAL SERVICES OF WEST VIRGINIA, INC.

AMERICAN DISPOSAL SERVICES, INC.

AMERICAN DISPOSAL TRANSFER SERVICES OF ILLINOIS, INC.

AMERICAN MATERIALS RECYCLING CORP.

AMERICAN SANITATION, INC.

AMERICAN TRANSFER COMPANY, INC.

ANSON COUNTY LANDFILL NC, LLC

APACHE JUNCTION LANDFILL CORPORATION

ARC DISPOSAL COMPANY, INC.

AREA DISPOSAL, INC.

ARIANA, LLC

ATLANTIC WASTE HOLDING COMPANY, INC.

ATLAS TRANSPORT, INC.

ATTWOODS OF NORTH AMERICA, INC.

AUTAUGA COUNTY LANDFILL, LLC

AUTOMATED MODULAR SYSTEMS, INC.

AUTOSHRED, INC.

AWIN LEASING COMPANY, INC.

AWIN LEASING II, LLC

AWIN MANAGEMENT, INC.

BARKER BROTHERS WASTE INCORPORATED

BAY COLLECTION SERVICES, INC.

BAY ENVIRONMENTAL MANAGEMENT, INC.

BAY LANDFILLS, INC.

BAY LEASING COMPANY, INC.

BBCO, INC.

BELLEVILLE LANDFILL, INC.




-43-









 





BERKELEY SANITARY SERVICE, INC.

BFGSI, L.L.C.

BFI ATLANTIC, INC.

BFI ENERGY SYSTEMS OF ALBANY, INC.

BFI ENERGY SYSTEMS OF DELAWARE COUNTY, INC.

BFI ENERGY SYSTEMS OF ESSEX COUNTY, INC.

BFI ENERGY SYSTEMS OF HEMPSTEAD, INC.

BFI ENERGY SYSTEMS OF NIAGARA II, INC.

BFI ENERGY SYSTEMS OF NIAGARA, INC.

BFI ENERGY SYSTEMS OF SEMASS, INC.

BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, INC.

BFI INTERNATIONAL, INC.

BFI REF-FUEL, INC.

BFI TRANS RIVER (GP), INC.

BFI TRANSFER SYSTEMS OF ALABAMA, LLC

BFI TRANSFER SYSTEMS OF DC, LLC

BFI TRANSFER SYSTEMS OF GEORGIA, LLC

BFI TRANSFER SYSTEMS OF MARYLAND, LLC

BFI TRANSFER SYSTEMS OF MASSACHUSETTS, LLC

BFI TRANSFER SYSTEMS OF MISSISSIPPI, LLC

BFI TRANSFER SYSTEMS OF NEW JERSEY, INC.

BFI TRANSFER SYSTEMS OF PENNSYLVANIA, LLC

BFI TRANSFER SYSTEMS OF VIRGINIA, LLC

BFI WASTE SERVICES OF PENNSYLVANIA, LLC

BFI WASTE SERVICES OF TENNESSEE, LLC

BFI WASTE SERVICES, LLC

BFI WASTE SYSTEMS OF ALABAMA, LLC

BFI WASTE SYSTEMS OF ARKANSAS, LLC

BFI WASTE SYSTEMS OF GEORGIA, LLC

BFI WASTE SYSTEMS OF KENTUCKY, LLC

BFI WASTE SYSTEMS OF LOUISIANA, LLC

BFI WASTE SYSTEMS OF MASSACHUSETTS, LLC

BFI WASTE SYSTEMS OF MISSISSIPPI, LLC

BFI WASTE SYSTEMS OF MISSOURI, LLC

BFI WASTE SYSTEMS OF NEW JERSEY, INC.

BFI WASTE SYSTEMS OF NORTH AMERICA, LLC

BFI WASTE SYSTEMS OF NORTH CAROLINA, LLC

BFI WASTE SYSTEMS OF OKLAHOMA, LLC

BFI WASTE SYSTEMS OF SOUTH CAROLINA, LLC

BFI WASTE SYSTEMS OF TENNESSEE, LLC

BFI WASTE SYSTEMS OF VIRGINIA, LLC

BIO-MED OF OREGON, INC.

BLT ENTERPRISES OF OXNARD, INC.

BOND COUNTY LANDFILL, INC.

BORREGO LANDFILL, INC.

BORROW PIT CORP.

BRICKYARD DISPOSAL & RECYCLING, INC.

BRIDGETON LANDFILL, LLC

BRIDGETON TRANSFER STATION, LLC

BROWNING-FERRIS FINANCIAL SERVICES, INC.

BROWNING-FERRIS INDUSTRIES CHEMICAL SERVICES, INC.




-44-









 





BROWNING-FERRIS INDUSTRIES OF CALIFORNIA, INC.

BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC.

BROWNING-FERRIS INDUSTRIES OF ILLINOIS, INC.

BROWNING-FERRIS INDUSTRIES OF NEW JERSEY, INC.

BROWNING-FERRIS INDUSTRIES OF NEW YORK, INC.

BROWNING-FERRIS INDUSTRIES OF OHIO, INC.

BROWNING-FERRIS INDUSTRIES OF TENNESSEE, INC.

BROWNING-FERRIS INDUSTRIES, INC.

BROWNING-FERRIS INDUSTRIES, LLC

BROWNING-FERRIS SERVICES, INC.

BROWNING-FERRIS, INC.

BRUNSWICK WASTE MANAGEMENT FACILITY, LLC

BUNTING TRASH SERVICE, INC.

BUTLER COUNTY LANDFILL, LLC

C & C EXPANDED SANITARY LANDFILL, LLC

CACTUS WASTE SYSTEMS, LLC

CALVERT TRASH SYSTEMS, INCORPORATED

CAPITOL RECYCLING AND DISPOSAL, INC.

CARBON LIMESTONE LANDFILL, LLC

CC LANDFILL, INC.

CECOS INTERNATIONAL, INC.

CELINA LANDFILL, INC.

CENTRAL ARIZONA TRANSFER, INC.

CENTRAL SANITARY LANDFILL, INC.

CENTRAL VIRGINIA PROPERTIES, LLC

CHARTER EVAPORATION RESOURCE RECOVERY SYSTEMS

CHEROKEE RUN LANDFILL, INC.

CHILTON LANDFILL, LLC

CITIZENS DISPOSAL, INC.

CITY-STAR SERVICES, INC.

CLARKSTON DISPOSAL, INC.

COCOPAH LANDFILL, INC.

COMPACTOR RENTAL SYSTEMS OF DELAWARE, INC.

CONSOLIDATED DISPOSAL SERVICE, L.L.C.

CONTINENTAL WASTE INDUSTRIES, L.L.C.

COPPER MOUNTAIN LANDFILL, INC.

CORVALLIS DISPOSAL CO.

COUNTY DISPOSAL (OHIO), INC.

COUNTY DISPOSAL, INC.

COUNTY ENVIRONMENTAL LANDFILL, LLC

COUNTY LAND DEVELOPMENT LANDFILL, LLC

COUNTY LANDFILL, INC.

COURTNEY RIDGE LANDFILL, LLC

CRESCENT ACRES LANDFILL, LLC

CROCKETT SANITARY SERVICE, INC.

CUMBERLAND COUNTY DEVELOPMENT COMPANY, LLC

CWI OF ILLINOIS, INC.

CWI OF MISSOURI, INC.

D & L DISPOSAL, L.L.C.

DALLAS DISPOSAL CO.

DELTA CONTAINER CORPORATION





-45-











 





DELTA DADE RECYCLING CORP.

DELTA PAPER STOCK, CO.

DELTA RESOURCES CORP.

DELTA SITE DEVELOPMENT CORP.

DELTA WASTE CORP.

DEMPSEY WASTE SYSTEMS II, INC.

DENVER RL NORTH, INC.

DTC MANAGEMENT, INC.

E LEASING COMPANY, LLC

EAGLE INDUSTRIES LEASING, INC.

EAST CHICAGO COMPOST FACILITY, INC.

ECDC ENVIRONMENTAL OF HUMBOLDT COUNTY, INC.

ECDC ENVIRONMENTAL, L.C.

ECDC HOLDINGS, INC.

ELDER CREEK TRANSFER & RECOVERY, INC.

ELLIS SCOTT LANDFILL MO, LLC

ENVIROCYCLE, INC.

ENVIRONMENTAL DEVELOPMENT CORP.

ENVIRONMENTAL RECLAMATION COMPANY

ENVIRONTECH, INC.

ENVOTECH-ILLINOIS L.L.C.

EVERGREEN SCAVENGER SERVICE, INC.

EVERGREEN SCAVENGER SERVICE, L.L.C.

F. P. MCNAMARA RUBBISH REMOVAL INC.

FLINT HILL ROAD, LLC

FLL, INC.

FOREST VIEW LANDFILL, LLC

FORWARD, INC.

FRED BARBARA TRUCKING CO., INC.

FRONTIER WASTE SERVICES (COLORADO), LLC

FRONTIER WASTE SERVICES (UTAH), LLC

FRONTIER WASTE SERVICES OF LOUISIANA L.L.C.

G. VAN DYKEN DISPOSAL INC.

GATEWAY LANDFILL, LLC

GEK, INC.

GENERAL REFUSE ROLLOFF CORP.

GENERAL REFUSE SERVICE OF OHIO, L.L.C.

GEORGIA RECYCLING SERVICES, INC.

GOLDEN BEAR TRANSFER SERVICES, INC.

GOLDEN WASTE DISPOSAL, INC.

GRANTS PASS SANITATION, INC.

GREAT LAKES DISPOSAL SERVICE, INC.

GREAT PLAINS LANDFILL OK, LLC

GREENRIDGE RECLAMATION, LLC

GREENRIDGE WASTE SERVICES, LLC

GULFCOAST WASTE SERVICE, INC.

H LEASING COMPANY, LLC

HANCOCK COUNTY DEVELOPMENT COMPANY, LLC

HARLAND’S SANITARY LANDFILL, INC.

HARRISON COUNTY LANDFILL, LLC

HONEYGO RUN RECLAMATION CENTER, INC.




-46-









 





ILLINOIS LANDFILL, INC.

ILLINOIS RECYCLING SERVICES, INC.

ILLINOIS VALLEY RECYCLING, INC.

IMPERIAL LANDFILL, INC.

INDEPENDENT TRUCKING COMPANY

INGRUM WASTE DISPOSAL, INC.

INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA

ISLAND WASTE SERVICES LTD.

JACKSON COUNTY LANDFILL, LLC

JEFFERSON CITY LANDFILL, LLC

JEFFERSON PARISH DEVELOPMENT COMPANY, LLC

JETTER DISPOSAL, INC.

KANDEL ENTERPRISES, LLC

KANKAKEE QUARRY, INC.

KELLER CANYON LANDFILL COMPANY

KELLER DROP BOX, INC.

LA CAÑADA DISPOSAL COMPANY, INC.

LAKE NORMAN LANDFILL, INC.

LANDCOMP CORPORATION

LATHROP SUNRISE SANITATION CORPORATION

LEE COUNTY LANDFILL SC, LLC

LEE COUNTY LANDFILL, INC.

LEMONS LANDFILL, LLC

LIBERTY WASTE HOLDINGS, INC.

LIBERTY WASTE SERVICES LIMITED, L.L.C.

LIBERTY WASTE SERVICES OF ILLINOIS, L.L.C.

LIBERTY WASTE SERVICES OF MCCOOK, L.L.C.

LITTLE CREEK LANDING, LLC

LOCAL SANITATION OF ROWAN COUNTY, L.L.C.

LOOP RECYCLING, INC.

LOOP TRANSFER, INCORPORATED

LORAIN COUNTY LANDFILL, LLC

LOUIS PINTO & SON, INC., SANITATION CONTRACTORS

LUCAS COUNTY LAND DEVELOPMENT, INC.

LUCAS COUNTY LANDFILL, LLC

MADISON COUNTY DEVELOPMENT, LLC

MANUMIT OF FLORIDA, INC.

MCCUSKER RECYCLING, INC.

MCINNIS WASTE SYSTEMS, INC.

MENANDS ENVIRONMENTAL SOLUTIONS, LLC

MESA DISPOSAL, INC.

MIDWAY DEVELOPMENT COMPANY, INC.

MISSISSIPPI WASTE PAPER COMPANY

MISSOURI CITY LANDFILL, LLC

MOUNTAIN HOME DISPOSAL, INC.

N LEASING COMPANY, LLC

NATIONSWASTE CATAWBA REGIONAL LANDFILL, INC.

NATIONSWASTE, INC.

NCORP, INC.

NEW MORGAN LANDFILL COMPANY, INC.

NEW YORK WASTE SERVICES, LLC




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NEWCO WASTE SYSTEMS OF NEW JERSEY, INC.

NOBLE ROAD LANDFILL, INC.

NORTHEAST LANDFILL, LLC

NORTHLAKE TRANSFER, INC.

NORTHWEST TENNESSEE DISPOSAL CORPORATION

OAKLAND HEIGHTS DEVELOPMENT, INC.

OBSCURITY LAND DEVELOPMENT, LLC

OHIO REPUBLIC CONTRACTS, II, INC.

OHIO REPUBLIC CONTRACTS, INC.

OKLAHOMA CITY LANDFILL, L.L.C.

OSCAR’S COLLECTION SYSTEM OF FREMONT, INC.

OTAY LANDFILL, INC.

OTTAWA COUNTY LANDFILL, INC.

PACKERTON LAND COMPANY, L.L.C.

PALOMAR TRANSFER STATION, INC.

PELTIER REAL ESTATE COMPANY

PERDOMO & SONS, INC.

PINAL COUNTY LANDFILL CORP.

PINECREST LANDFILL OK, LLC

PITTSBURG COUNTY LANDFILL, INC.

POLK COUNTY LANDFILL, LLC

PORT CLINTON LANDFILL, INC.

PORTABLE STORAGE CO.

PREBLE COUNTY LANDFILL, INC.

PRICE & SONS RECYCLING COMPANY

PRINCE GEORGE’S COUNTY LANDFILL, LLC

R.C. MILLER ENTERPRISES, INC.

R.C. MILLER REFUSE SERVICE INC.

RABANCO RECYCLING, INC.

RABANCO, LTD.

RAMONA LANDFILL, INC.

RCS, INC.

RELIABLE DISPOSAL, INC.

REPUBLIC DUMPCO, INC.

REPUBLIC ENVIRONMENTAL TECHNOLOGIES, INC.

REPUBLIC OHIO CONTRACTS, LLC

REPUBLIC SERVICES AVIATION, INC.

REPUBLIC SERVICES FINANCIAL LP, INC.

REPUBLIC SERVICES GROUP, LLC

REPUBLIC SERVICES HOLDING COMPANY, INC.

REPUBLIC SERVICES OF ARIZONA HAULING, LLC

REPUBLIC SERVICES OF CALIFORNIA HOLDING COMPANY, INC.

REPUBLIC SERVICES OF CALIFORNIA II, LLC

REPUBLIC SERVICES OF COLORADO HAULING, LLC

REPUBLIC SERVICES OF COLORADO I, LLC

REPUBLIC SERVICES OF FLORIDA GP, INC.

REPUBLIC SERVICES OF FLORIDA LP, INC.

REPUBLIC SERVICES OF GEORGIA GP, LLC

REPUBLIC SERVICES OF GEORGIA LP, LLC

REPUBLIC SERVICES OF INDIANA LP, INC.

REPUBLIC SERVICES OF INDIANA TRANSPORTATION, LLC




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REPUBLIC SERVICES OF KENTUCKY, LLC

REPUBLIC SERVICES OF MICHIGAN HAULING, LLC

REPUBLIC SERVICES OF MICHIGAN HOLDING COMPANY, INC.

REPUBLIC SERVICES OF MICHIGAN I, LLC

REPUBLIC SERVICES OF MICHIGAN II, LLC

REPUBLIC SERVICES OF MICHIGAN III, LLC

REPUBLIC SERVICES OF MICHIGAN IV, LLC

REPUBLIC SERVICES OF MICHIGAN V, LLC

REPUBLIC SERVICES OF NEW JERSEY, LLC

REPUBLIC SERVICES OF NORTH CAROLINA, LLC

REPUBLIC SERVICES OF OHIO HAULING, LLC

REPUBLIC SERVICES OF OHIO I, LLC

REPUBLIC SERVICES OF OHIO II, LLC

REPUBLIC SERVICES OF OHIO III, LLC

REPUBLIC SERVICES OF OHIO IV, LLC

REPUBLIC SERVICES OF PENNSYLVANIA, LLC

REPUBLIC SERVICES OF SOUTH CAROLINA, LLC

REPUBLIC SERVICES OF SOUTHERN CALIFORNIA, LLC

REPUBLIC SERVICES OF VIRGINIA, LLC

REPUBLIC SERVICES OF WISCONSIN GP, LLC

REPUBLIC SERVICES OF WISCONSIN LP, LLC

REPUBLIC SERVICES REAL ESTATE HOLDING, INC.

REPUBLIC SERVICES VASCO ROAD, LLC

REPUBLIC SILVER STATE DISPOSAL, INC.

REPUBLIC WASTE SERVICES OF SOUTHERN CALIFORNIA, LLC

REPUBLIC WASTE SERVICES OF TEXAS GP, INC.

REPUBLIC WASTE SERVICES OF TEXAS LP, INC.

RESOURCE RECOVERY, INC.

RI/ALAMEDA CORP.

RICHMOND SANITARY SERVICE, INC.

RISK SERVICES, INC.

RITM, LLC

ROCK ROAD INDUSTRIES, INC.

ROSS BROS. WASTE & RECYCLING CO.

ROSSMAN SANITARY SERVICE, INC.

ROXANA LANDFILL, INC.

ROYAL HOLDINGS, INC.

RUBBISH CONTROL, LLC

S & S RECYCLING, INC.

S LEASING COMPANY, LLC

SALINE COUNTY LANDFILL, INC.

SAN DIEGO LANDFILL SYSTEMS, LLC

SAN MARCOS NCRRF, INC.

SAND VALLEY HOLDINGS, L.L.C.

SANDY HOLLOW LANDFILL CORP.

SANGAMON VALLEY LANDFILL, INC.

SANITARY DISPOSAL SERVICE, INC.

SAUK TRAIL DEVELOPMENT, INC.

SCHOFIELD CORPORATION OF ORLANDO

SHOW-ME LANDFILL, LLC

SHRED — ALL RECYCLING SYSTEMS INC.




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SOLANO GARBAGE COMPANY

SOURCE RECYCLING, INC.

SOUTHEAST LANDFILL, LLC

SOUTHERN ILLINOIS REGIONAL LANDFILL, INC.

ST. BERNARD PARISH DEVELOPMENT COMPANY, LLC

ST. JOSEPH LANDFILL, LLC

STANDARD DISPOSAL SERVICES, INC.

STANDARD ENVIRONMENTAL SERVICES, INC.

STANDARD WASTE, INC.

STREATOR AREA LANDFILL, INC.

SUBURBAN TRANSFER, INC.

SUBURBAN WAREHOUSE, INC.

SUMMIT WASTE SYSTEMS, INC.

SUNRISE SANITATION SERVICE, INC.

SUNSET DISPOSAL SERVICE, INC.

SUNSET DISPOSAL, INC.

SYCAMORE LANDFILL, INC.

TATE’S TRANSFER SYSTEMS, INC.

TAY-BAN CORPORATION

TAYLOR RIDGE LANDFILL, INC.

TENNESSEE UNION COUNTY LANDFILL, INC.

THE ECOLOGY GROUP, INC.

THOMAS DISPOSAL SERVICE, INC.

TOM LUCIANO’S DISPOSAL SERVICE, INC.

TOTAL ROLL-OFFS, L.L.C.

TOTAL SOLID WASTE RECYCLERS, INC.

TRICIL (N.Y.), INC.

TRI-COUNTY REFUSE SERVICE, INC.

TRI-STATE RECYCLING SERVICES, INC.

TRI-STATE REFUSE CORPORATION

UNITED DISPOSAL SERVICE, INC.

UPPER ROCK ISLAND COUNTY LANDFILL, INC.

VALLEY LANDFILLS, INC.

VINING DISPOSAL SERVICE, INC.

WASATCH REGIONAL LANDFILL, INC.

WASTE CONTROL SYSTEMS, INC.

WASTE SERVICES OF NEW YORK, INC.

WASTEHAUL, INC.

WAYNE COUNTY LAND DEVELOPMENT, LLC

WAYNE COUNTY LANDFILL IL, INC.

WAYNE DEVELOPERS, LLC

WDTR, INC.

WEBSTER PARISH LANDFILL, L.L.C.

WEST CONTRA COSTA ENERGY RECOVERY COMPANY

WEST CONTRA COSTA SANITARY LANDFILL, INC.

WEST COUNTY LANDFILL, INC.

WEST COUNTY RESOURCE RECOVERY, INC.

WILLAMETTE RESOURCES, INC.

WILLIAMS COUNTY LANDFILL INC.

WILLOW RIDGE LANDFILL, LLC

WJR ENVIRONMENTAL, INC.




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WOODLAKE SANITARY SERVICE, INC.

ZAKAROFF SERVICES

ABILENE LANDFILL TX, LP

BFI TRANSFER SYSTEMS OF TEXAS, LP

BFI WASTE SERVICES OF INDIANA, LP

BFI WASTE SERVICES OF TEXAS, LP

BFI WASTE SYSTEMS OF INDIANA, LP

BLUE RIDGE LANDFILL TX, LP

BRENHAM TOTAL ROLL-OFFS, LP

CAMELOT LANDFILL TX, LP

CEFE LANDFILL TX, LP

CROW LANDFILL TX, L.P.

DESARROLLO DEL RANCHO LA GLORIA TX, LP

EL CENTRO LANDFILL, L.P.

ELLIS COUNTY LANDFILL TX, LP

FORT WORTH LANDFILL TX, LP

FRONTIER WASTE SERVICES, L.P.

GALVESTON COUNTY LANDFILL TX, LP

GILES ROAD LANDFILL TX, LP

GOLDEN TRIANGLE LANDFILL TX, LP

GREENWOOD LANDFILL TX, LP

GULF WEST LANDFILL TX, LP

ITASCA LANDFILL TX, LP

KERRVILLE LANDFILL TX, LP

LEWISVILLE LANDFILL TX, LP

MARS ROAD TX, LP

MCCARTY ROAD LANDFILL TX, LP

MESQUITE LANDFILL TX, LP

MEXIA LANDFILL TX, LP

PANAMA ROAD LANDFILL, TX, L.P.

PINE HILL FARMS LANDFILL TX, LP

PLEASANT OAKS LANDFILL TX, LP

RIO GRANDE VALLEY LANDFILL TX, LP

ROYAL OAKS LANDFILL TX, LP

SOUTH CENTRAL TEXAS LAND CO. TX, LP

SOUTHWEST LANDFILL TX, LP

TESSMAN ROAD LANDFILL TX, LP

TURKEY CREEK LANDFILL TX, LP

VICTORIA LANDFILL TX, LP

WHISPERING PINES LANDFILL TX, LP

BENTON COUNTY DEVELOPMENT COMPANY

CLINTON COUNTY LANDFILL PARTNERSHIP

COUNTY LINE LANDFILL PARTNERSHIP

ILLIANA DISPOSAL PARTNERSHIP

JASPER COUNTY DEVELOPMENT COMPANY PARTNERSHIP

KEY WASTE INDIANA PARTNERSHIP

LAKE COUNTY C & D DEVELOPMENT PARTNERSHIP

NEWTON COUNTY LANDFILL PARTNERSHIP




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SPRINGFIELD ENVIRONMENTAL GENERAL PARTNERSHIP

TIPPECANOE COUNTY WASTE SERVICES PARTNERSHIP

WARRICK COUNTY DEVELOPMENT COMPANY

BENSON VALLEY LANDFILL GENERAL PARTNERSHIP

BLUE RIDGE LANDFILL GENERAL PARTNERSHIP

GREEN VALLEY LANDFILL GENERAL PARTNERSHIP

MOREHEAD LANDFILL GENERAL PARTNERSHIP

REPUBLIC WASTE SERVICES OF TEXAS, LTD.

RWS TRANSPORT, L.P.

BFI ENERGY SYSTEMS OF SOUTHEASTERN CONNECTICUT, LIMITED PARTNERSHIP

OCEANSIDE WASTE & RECYCLING SERVICES

RABANCO COMPANIES

REPUBLIC SERVICES FINANCIAL, LIMITED PARTNERSHIP

REPUBLIC SERVICES OF FLORIDA, LIMITED PARTNERSHIP

REPUBLIC SERVICES OF GEORGIA, LIMITED PARTNERSHIP

REPUBLIC SERVICES OF INDIANA, LIMITED PARTNERSHIP

REPUBLIC SERVICES OF WISCONSIN, LIMITED PARTNERSHIP

DINVERNO, INC.




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SCHEDULE B



Any registration statement required to be filed in the future pursuant to that certain Letter
Agreement, dated as of December 2, 2008, by and among the Company, Blackstone Capital Partners III
Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family
Investment Partnership III L.P.





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