exv4w5






Exhibit 4.5




Execution Version




 

 






Published CUSIP Number: 760760AC2




CREDIT AGREEMENT




Dated as of September 18, 2008



among



REPUBLIC SERVICES, INC.,

as the Borrower,



BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,



JPMORGAN CHASE BANK, N.A.,

as Syndication Agent



BARCLAYS BANK PLC,

BNP PARIBAS,

and

THE ROYAL BANK OF SCOTLAND PLC,

as Co-Documentation Agents



and



The Other Lenders Party Hereto



BANC OF AMERICA SECURITIES LLC

and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers



THE BANK OF NOVA SCOTIA,

THE BANK OF TOKYO-MITUBISHI UFJ, LTD.,

SUNTRUST BANK,

UNION BANK OF CALIFORNIA, N.A.

UBS SECURITIES LLC

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Senior Managing Agents



 

 
















 










TABLE OF CONTENTS










	 	 	 	 	 	 	 	 	 

	 	Section	 	 	 	 	Page	 
	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.01	 	 	Defined Terms
	 	 	1	 
	 	1.02	 	 	Other Interpretive Provisions
	 	 	25	 
	 	1.03	 	 	Accounting Terms
	 	 	26	 
	 	1.04	 	 	Rounding
	 	 	26	 
	 	1.05	 	 	Times of Day
	 	 	27	 
	 	1.06	 	 	Letter of Credit Amounts
	 	 	27	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	 	 	27	 
	 	 	 	 	 
	 	 	 	 
	 	2.01	 	 	Committed Loans
	 	 	27	 
	 	2.02	 	 	Borrowings, Conversions and Continuations of Committed Loans
	 	 	27	 
	 	2.03	 	 	Letters of Credit
	 	 	29	 
	 	2.04	 	 	Swing Line Loans
	 	 	38	 
	 	2.05	 	 	Prepayments
	 	 	41	 
	 	2.06	 	 	Termination or Reduction of Commitments
	 	 	42	 
	 	2.07	 	 	Repayment of Loans
	 	 	42	 
	 	2.08	 	 	Interest
	 	 	42	 
	 	2.09	 	 	Fees
	 	 	43	 
	 	2.10	 	 	Computation of Interest and Fees
	 	 	44	 
	 	2.11	 	 	Evidence of Debt
	 	 	44	 
	 	2.12	 	 	Payments Generally; Administrative Agent’s Clawback
	 	 	45	 
	 	2.13	 	 	Sharing of Payments by Lenders
	 	 	47	 
	 	2.14	 	 	Increase in Commitments
	 	 	47	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	3.01	 	 	Taxes
	 	 	48	 
	 	3.02	 	 	Illegality
	 	 	52	 
	 	3.03	 	 	Inability to Determine Rates
	 	 	53	 
	 	3.04	 	 	Increased Costs
	 	 	53	 
	 	3.05	 	 	Compensation for Losses
	 	 	55	 
	 	3.06	 	 	Mitigation Obligations; Replacement of Lenders
	 	 	55	 
	 	3.07	 	 	Survival
	 	 	56	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	ARTICLE IV. CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	 	4.01	 	 	Conditions to Effectiveness of this Agreement
	 	 	56	 
	 	4.02	 	 	Conditions to Initial Funding
	 	 	56	 
	 	4.03	 	 	Conditions to all Credit Extensions
	 	 	60	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES	 	 	61	 
	 	 	 	 	 
	 	 	 	 
	 	5.01	 	 	Corporate Existence and Power
	 	 	61	 
	 	5.02	 	 	Corporate Authorization; No Contravention
	 	 	62	 
	 	5.03	 	 	Governmental Authorization
	 	 	62	 
	 	5.04	 	 	Binding Effect
	 	 	62	 
	 	5.05	 	 	Litigation
	 	 	62	 
	 	5.06	 	 	No Default
	 	 	62	 
	 	5.07	 	 	ERISA Compliance
	 	 	63	 
	 	5.08	 	 	Use of Proceeds; Margin Regulations
	 	 	63	 
	 	5.09	 	 	Title to Properties
	 	 	63	 
	 	5.10	 	 	Taxes
	 	 	64	 
	 	5.11	 	 	Financial Condition
	 	 	64	 
	 	5.12	 	 	Environmental Matters
	 	 	64	 
	 	5.13	 	 	Regulated Entities
	 	 	64	 
	 	5.14	 	 	No Burdensome Restrictions
	 	 	64	 
	 	5.15	 	 	Copyrights, Patents, Trademarks and Licenses, Etc
	 	 	65	 
	 	5.16	 	 	Subsidiaries
	 	 	65	 
	 	5.17	 	 	Insurance
	 	 	65	 
	 	5.18	 	 	Solvency
	 	 	65	 
	 	5.19	 	 	Full Disclosure
	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	 	6.01	 	 	Financial Statements
	 	 	66	 
	 	6.02	 	 	Certificates; Other Information
	 	 	66	 
	 	6.03	 	 	Notices
	 	 	68	 
	 	6.04	 	 	Preservation of Corporate Existence, Etc
	 	 	69	 
	 	6.05	 	 	Maintenance of Property
	 	 	69	 
	 	6.06	 	 	Insurance
	 	 	69	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	6.07	 	 	Tax Obligations
	 	 	69	 
	 	6.08	 	 	Compliance with Laws; Contractual Obligations
	 	 	70	 
	 	6.09	 	 	Compliance with ERISA
	 	 	70	 
	 	6.10	 	 	Inspection of Property and Books and Records
	 	 	70	 
	 	6.11	 	 	Environmental Laws
	 	 	70	 
	 	6.12	 	 	Use of Proceeds
	 	 	71	 
	 	6.13	 	 	Additional Guarantors
	 	 	71	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	 	 	71	 
	 	 	 	 	 
	 	 	 	 
	 	7.01	 	 	Financial Condition Covenants
	 	 	71	 
	 	7.02	 	 	Limitation on Liens
	 	 	71	 
	 	7.03	 	 	Disposition of Assets
	 	 	73	 
	 	7.04	 	 	Consolidations and Mergers
	 	 	74	 
	 	7.05	 	 	Loans and Investments
	 	 	74	 
	 	7.06	 	 	Limitation on Secured Indebtedness
	 	 	75	 
	 	7.07	 	 	Transactions with Affiliates
	 	 	76	 
	 	7.08	 	 	Use of Proceeds
	 	 	76	 
	 	7.09	 	 	Restricted Payments
	 	 	76	 
	 	7.10	 	 	ERISA
	 	 	76	 
	 	7.11	 	 	Change in Business
	 	 	77	 
	 	7.12	 	 	Burdensome Agreements
	 	 	77	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	 	 	77	 
	 	 	 	 	 
	 	 	 	 
	 	8.01	 	 	Event of Default
	 	 	77	 
	 	8.02	 	 	Remedies
	 	 	79	 
	 	8.03	 	 	Rights Not Exclusive
	 	 	80	 
	 	8.04	 	 	Application of Receipts
	 	 	80	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IX.  ADMINISTRATIVE AGENT	 	 	81	 
	 	 	 	 	 
	 	 	 	 
	 	9.01	 	 	Appointment and Authority
	 	 	81	 
	 	9.02	 	 	Rights as a Lender
	 	 	81	 
	 	9.03	 	 	Exculpatory Provisions
	 	 	81	 
	 	9.04	 	 	Reliance by Administrative Agent
	 	 	82	 
	 	9.05	 	 	Delegation of Duties
	 	 	82	 
	 	9.06	 	 	Resignation of Administrative Agent
	 	 	82	 






iii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	9.07	 	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	84	 
	 	9.08	 	 	No Other Duties, Etc
	 	 	84	 
	 	9.09	 	 	Administrative Agent May File Proofs of Claim
	 	 	84	 
	 	9.10	 	 	Guaranty Matters
	 	 	85	 
	 	9.11	 	 	Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements
	 	 	85	 
	 	9.12	 	 	Release of Guarantors
	 	 	85	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE X. MISCELLANEOUS	 	 	86	 
	 	 	 	 	 
	 	 	 	 
	 	10.01	 	 	Amendments, Etc
	 	 	86	 
	 	10.02	 	 	Notices; Effectiveness; Electronic Communication
	 	 	87	 
	 	10.03	 	 	No Waiver; Cumulative Remedies
	 	 	89	 
	 	10.04	 	 	Expenses; Indemnity; Damage Waiver
	 	 	90	 
	 	10.05	 	 	Payments Set Aside
	 	 	92	 
	 	10.06	 	 	Successors and Assigns
	 	 	92	 
	 	10.07	 	 	Treatment of Certain Information; Confidentiality
	 	 	96	 
	 	10.08	 	 	Right of Setoff
	 	 	97	 
	 	10.09	 	 	Interest Rate Limitation
	 	 	97	 
	 	10.10	 	 	Counterparts; Integration; Effectiveness
	 	 	98	 
	 	10.11	 	 	Survival of Representations and Warranties
	 	 	98	 
	 	10.12	 	 	Severability
	 	 	98	 
	 	10.13	 	 	Replacement of Lenders
	 	 	98	 
	 	10.14	 	 	Governing Law; Jurisdiction; Etc
	 	 	99	 
	 	10.15	 	 	Waiver of Jury Trial
	 	 	100	 
	 	10.16	 	 	No Advisory or Fiduciary Responsibility
	 	 	100	 
	 	10.17	 	 	USA PATRIOT Act Notice
	 	 	101	 
	 	 	 	 	 
	 	 	 	 
	SIGNATURES	 	 	S-1	 






iv









 






	 	 	 	 	 	 	 	 	 

	SCHEDULES	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	1.01	(a)	 	Allied Unrestricted Subsidiaries
	 	 	 	 
	 	1.01	(b)	 	Excluded Subsidiaries
	 	 	 	 
	 	2.01	 	 	Commitments and Applicable Percentages
	 	 	 	 
	 	2.03	 	 	Existing Letters of Credit
	 	 	 	 
	 	5.07	 	 	ERISA Matters
	 	 	 	 
	 	5.12	 	 	Environmental Matters
	 	 	 	 
	 	5.16	 	 	Subsidiaries and Minority Interests
	 	 	 	 
	 	7.02	 	 	Existing Liens
	 	 	 	 
	 	7.05	(b)	 	Permitted RMI Investments
	 	 	 	 
	 	7.06	 	 	Existing Secured Indebtedness
	 	 	 	 
	 	7.12	 	 	Existing Burdensome Agreements
	 	 	 	 
	 	10.02	 	 	Administrative Agent’s Office; Certain Addresses for Notices
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	EXHIBITS	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Form of
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	A	 	 	Committed Loan Notice
	 	 	 	 
	 	B	 	 	Swing Line Loan Notice
	 	 	 	 
	 	C	 	 	Note
	 	 	 	 
	 	D	 	 	Compliance Certificate
	 	 	 	 
	 	E-1	 	 	Assignment and Assumption
	 	 	 	 
	 	E-2	 	 	Administrative Questionnaire
	 	 	 	 
	 	F	 	 	Guaranty
	 	 	 	 
	 	G	 	 	Opinion Matters
	 	 	 	 
	 	H	 	 	Report of Letter of Credit Information
	 	 	 	 






v









 






CREDIT AGREEMENT




     This CREDIT AGREEMENT (“Agreement”) is entered into as of September 18, 2008, among
REPUBLIC SERVICES, INC., a Delaware corporation (the “Borrower”), each lender from time to
time party hereto (collectively, the “Lenders” and individually, a “Lender”), and
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.



     The Borrower has requested that the Lenders provide a revolving credit facility, and the
Lenders are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:



     “Acquired Plan” means any Plan which was originally established and maintained by a
Person other than the Borrower or an ERISA Affiliate and which became, or hereafter becomes, a Plan
as a result of an Acquisition by the Borrower or any Subsidiary.



     “Acquisition” means any transaction or series of related transactions for the purpose
of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the
assets of a Person, or of all or substantially all of any business or division of a Person, (b) the
acquisition of in excess of 50% of the capital stock, partnership interests, membership interests
or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Borrower or the Subsidiary is the surviving entity.



     “Administrative Agent” means Bank of America in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other address or account as
the Administrative Agent may from time to time notify to the Borrower and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in substantially
the form of Exhibit E-2 or any other form approved by the Administrative Agent.



     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Aggregate Commitments” means the Commitments of all the Lenders.



1









 





     “Agreement” means this Credit Agreement.



     “Allied” means Allied Waste Industries, Inc., a Delaware corporation.



     “Allied Acquisition” means the acquisition of Allied pursuant to the terms of the
Merger Agreement.



     “Allied Convertible Debt Indenture” means that certain Indenture dated as of April 20,
2004, between Allied and U.S. Bank National Association, as Trustee, including all amendments
thereto and all supplements thereto.



     “Allied Indentures” means, collectively, the Allied Convertible Debt Indenture, the
AWNA Senior Notes Indenture and the Browning-Ferris Indenture.



     “Allied Securitization Program” means the $400,000,000 accounts receivable
securitization available pursuant to (i) the Receivables Sale Agreement dated as of March 7, 2003,
among AWNA and the other originators from time to time party thereto, collectively as Originators,
and Allied Receivables Funding Incorporated, as Buyer; and (ii) the Second Amended and Restated
Credit and Security Agreement dated as of May 30, 2008, among Allied Receivables Funding
Incorporated, as Borrower, AWNA, as Servicer, Atlantic Asset Securitization LLC, as a Lender,
Calyon New York Branch, as Lender Group Agent, the Conduit Lenders from time to time party thereto,
the Liquidity Banks from time to time party thereto, the Lender Group Agents from time to time
party thereto, and Calyon New York Branch, as Agent.



     “Allied Unrestricted Subsidiary” means each Subsidiary of Allied set forth on
Schedule 1.01(a), as such Schedule may be updated following the Effective Date but on or
before the Initial Funding Date with the approval of the Administrative Agent.



     “Applicable Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s
Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the
L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or
if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.



     “Applicable Rate” means, from time to time, the following percentages per annum, based
upon the Pricing Level for the highest Debt Rating of the Borrower, as set forth below:



2









 





Applicable Rate




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	For	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Eurodollar	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Rate Loans	 	 
	 	 	Pricing	 	Debt Ratings	 	For	 	and Letters	 	For Base
	 	 	Level	 	S&P/Moody’s	 	Facility Fee	 	of Credit	 	Rate Loans
	 
	 	 	1	 	 	3BBB+/Baa1	 	 	0.15	%	 	 	1.10	%	 	 	0.00	%
	 
	 	 	2	 	 	BBB/Baa2	 	 	0.20	%	 	 	1.30	%	 	 	0.00	%
	 
	 	 	3	 	 	BBB-/Baa3	 	 	0.30	%	 	 	1.45	%	 	 	0.00	%
	 
	 	 	4	 	 	£ BB+/Ba1	 	 	0.50	%	 	 	2.00	%	 	 	0.50	%







“Debt Rating” means, as of any date of determination, the debt rating of the
Borrower’s non-credit-enhanced, senior unsecured long-term debt as determined by S&P and
Moody’s (each a “Debt Rating”, and collectively, the “Debt Ratings”).



     The applicable Debt Rating for determining the Pricing Level shall be the highest Debt Rating
of the Borrower, provided, that (i) if the Debt Ratings differ by more than one level, then
the Pricing Level that is one level higher than the Pricing Level of the lower Debt Rating shall
apply; (ii) if the Borrower has only one Debt Rating, the Pricing Level of such Debt Rating shall
apply; and (iii) if the Borrower does not have any Debt Rating, Pricing Level 4 shall apply.



     Pricing Level 2 shall apply from the Effective Date until the Initial Funding Date. On the
Initial Funding Date, the Applicable Rate shall be determined based upon the Debt Rating specified
in the certificate delivered pursuant to Section 4.02(b)(v). Thereafter, each change in
the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be
effective during the period commencing on the date of delivery by the Borrower to the
Administrative Agent of notice thereof pursuant to Section 6.03 (or, if earlier, on the
date that the Administrative Agent becomes aware of such public announcement) and ending on the
date immediately preceding the effective date of the next such change.



     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Arrangers” means Banc of America Securities LLC and J.P. Morgan Securities Inc., each
in its capacity as joint lead arranger and joint book manager.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor.



     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit
E-1 or any other form approved by the Administrative Agent.



3









 





     “Attributable Indebtedness” means, with respect to any Person, on any date, (a) in
respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments
under the relevant lease that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP if such lease were accounted for as a capital lease, and (b) in
respect of any Securitization Transaction, the aggregate principal amount of obligations owed by
such Person.



     “Audited Financial Statements” means the audited consolidated balance sheet of the
Borrower and its Subsidiaries for the fiscal year ended December 31, 2007, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal year of the Borrower and its Subsidiaries, including the notes thereto.



     “Availability Period” means the period from the Effective Date to the earliest of (a)
the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section
2.06, (c) the date of termination of the commitment of each Lender to make Loans and of the
obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02, and
(d) May 15, 2009, if the Initial Funding Date has not occurred on or prior to such date.



     “AWNA” means Allied Waste North America, Inc., a Delaware corporation.



     “AWNA Senior Notes Indenture” means that certain Indenture dated as of December 23,
1998, among AWNA, Allied, various Subsidiaries of Allied, and U.S. Bank Trust Company, National
Association, as Trustee, including all amendments thereto and all supplements thereto.



     “Bank of America” means Bank of America, N.A. and its successors.



     “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101,
et seq.).



     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a)
the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as
publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a
rate set by Bank of America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in
such rate announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.



     “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



     “Borrower” has the meaning specified in the introductory paragraph hereto.



     “Borrower Materials” has the meaning specified in Section 6.02.



     “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may
require.



4









 





     “Browning-Ferris” means Browning-Ferris Industries, LLC (f/k/a Browning-Ferris
Industries, Inc.), a Delaware limited liability company.



     “Browning-Ferris Indenture” means the Restated Indenture dated as of September 1,
1991, between Browning-Ferris and JPMorgan Chase Bank, N.A. (formerly Chase Bank of Texas, N.A.),
as successor trustee to First City, Texas-Houston, N.A., including all amendments thereto and
supplements thereto.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate
Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.



     “Canadian Dollars” means the lawful currency of Canada.



     “Canadian L/C” means a Letter of Credit which is denominated in Canadian Dollars.



     “Capital Lease” means, with respect to any Person, any lease of (or other agreement
conveying the right to use) any real or personal property by such Person that, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of such Person.



     “Cash Collateralize” has the meaning specified in Section 2.03(g).



     “Cash Management Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds
transfer and other cash management arrangements.



     “Cash Management Bank” means any Person that, (a) at the time it enters into a Cash
Management Agreement, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its
Affiliate) becomes a Lender, is a party to a Cash Management Agreement, in each case in its
capacity as a party to such Cash Management Agreement.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.



     “Change of Control” means an event or series of events by which:




     (a) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan) other than any Gates Entity (as hereinafter
defined) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire whether



5









 







such right is
exercisable immediately or only after the passage of time (such right, an “option right”)),
directly or indirectly, of more than 25% of the equity securities of the Borrower entitled
to vote for members of the board of directors or equivalent governing body of the Borrower
(“Voting Securities”) on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any option right)
or (ii) any one or more of Cascade Investment, L.L.C. (“Cascade”), the Bill &
Melinda Gates Foundation Trust (the “Trust”), any entity directly or indirectly
owned or controlled by Cascade or the Trust, or any Person directly or indirectly
controlling Cascade, the Trust or any such entity, or any trustee of any of the foregoing
(collectively, the “Gates Entities”) becomes the “beneficial owner”, directly or
indirectly, of Voting Securities of the Borrower sufficient to cause the aggregate
“beneficial ownership” of Voting Securities of the Borrower by all of the Gates Entities to
exceed 34% of the Voting Securities of the Borrower on a fully-diluted basis (and taking
into account all such securities that the Gates Entities have the right to acquire pursuant
to any option right); or




     (b) during any period of 12 consecutive months, a majority of the members of the board
of directors or other equivalent governing body of the Borrower cease to be composed of
individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body or
(iii) whose election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing
body (excluding, in the case of both clause (ii) and clause (iii), any individual whose
initial nomination for, or assumption of office as, a member of that board or equivalent
governing body occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or group other
than a solicitation for the election of one or more directors by or on behalf of the board
of directors).



     “Code” means the Internal Revenue Code of 1986.



     “Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to
the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and
(c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement.



     “Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of
the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by
each of the Lenders pursuant to Section 2.01.



     “Committed Loan” has the meaning specified in Section 2.01.



6









 





     “Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion
of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans,
pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of
Exhibit A.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
D.



     “Computation Period” means any period of four consecutive fiscal quarters ending on
the last day of a fiscal quarter.



     “Consolidated EBITDA” means, with respect to the Borrower and its Subsidiaries for any
Computation Period, the sum of, without duplication, (a) Consolidated Net Income during such
Computation Period, plus (b) the following, in each case to the extent deducted in computing
Consolidated Net Income during such Computation Period: (i) Consolidated Interest Expense; (ii)
taxes on income; (iii) amortization; (iv) depreciation; (v) environmental remediation charges
associated with environmental conditions at the CountryWide Recycling and Disposal Facility as more
particularly described in the Borrower’s Form 10-Q filed with the SEC on August 8, 2008 (not to
exceed $69,000,000 in the aggregate during all Computation Periods); (vi) reasonably documented
costs and expenses incurred in connection with the Allied Acquisition (not to exceed $50,000,000 in
the aggregate through the first anniversary of the consummation of the Allied Acquisition); and
(vii) reasonably documented transition costs in connection with the Allied Acquisition (not to
exceed $146,000,000 in the aggregate through the first anniversary of the consummation of the
Allied Acquisition or $36,000,000 in the twelve (12) month period after such first anniversary);
provided, that, to the extent that any Acquisition has been consummated during a
Computation Period, Consolidated EBITDA shall be computed on a pro forma basis in accordance with
Article 11 of Regulation S-X of the SEC or in a manner otherwise approved by the Administrative
Agent for the purpose of determining the Total Debt to EBITDA Ratio.



     “Consolidated Interest Coverage Ratio” means in respect of any Computation Period the
ratio of (a) Consolidated EBITDA for such Computation Period to (b) Consolidated Interest Expense
for such Computation Period.



     “Consolidated Interest Expense” means, with respect to any Computation Period, the
gross interest expense of the Borrower and its Subsidiaries, including, (i) the amortization of
debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of
Indebtedness to the extent included in interest expense, (iii) the portion of any liabilities
incurred in connection with Capital Leases allocable to interest expense and (iv) consolidated
yield or discount accrued on the aggregate outstanding investment or claim held by purchasers,
assignees or other transferees of (or of interests in) receivables of the Borrower and its
Subsidiaries in connection with any Securitization Transaction (regardless of the accounting
treatment of such Securitization Transaction).



     “Consolidated Net Income” means, for any Computation Period, the gross revenues from
operations of the Borrower and its Subsidiaries, less all operating and non-operating expenses of
the Borrower and its Subsidiaries, including taxes on income but excluding all non-cash,
nonrecurring charges and all extraordinary gains or losses.



7









 





     “Consolidated Tangible Assets” means the consolidated total assets of the Borrower and
its Subsidiaries but excluding goodwill, franchises, licenses, patents, trademarks, trade names,
copyrights and any other intangible assets.



     “Contingent Obligation” means, as to any Person, any direct or indirect liability of
such Person, whether or not contingent, (a) with respect to any Indebtedness, lease, dividend,
letter of credit or other obligation (the “primary obligations”) of another Person (the “primary
obligor”), including any obligation of such Person (i) to purchase, repurchase or otherwise acquire
such primary obligations or any security therefor, (ii) to advance or provide funds for the payment
or discharge of any such primary obligation, or to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item,
level of income or financial condition of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary obligation, or
(iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in
respect thereof (each a “Guaranty Obligation”); (b) with respect to any Surety Instrument
issued for the account of such Person or as to which such Person is otherwise liable for
reimbursement of drawings or payments; or (c) to purchase any materials, supplies or other property
from, or to obtain the services of, another Person if the relevant contract or other related
document or obligation requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials, supplies or other
property is ever made or tendered, or such services are ever performed or tendered. The amount of
any Contingent Obligation shall (a) in the case of Guaranty Obligations, be deemed equal to the
stated or determinable amount of the primary obligation in respect of which such Guaranty
Obligation is made (subject to any limitation set forth in such guaranty) or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof, and (b) in the
case of other Contingent Obligations, be equal to the maximum reasonably anticipated liability in
respect thereof.



     “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.



     “Debt Rating” has the meaning specified in the definition of “Applicable Rate.”



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of
the



8









 







United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.



     “Default Rate” means (a) when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate
plus (iii) 2% per annum; provided, however, that with respect to a
Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate
(including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when
used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Eurodollar Rate
Loans plus 2% per annum.



     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required
to be funded by it hereunder within one Business Day of the date required to be funded by it
hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within one Business Day of the date when due, unless the subject of a good faith dispute or unless
such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy
or insolvency proceeding.



     “Dollar” and “$” mean lawful money of the United States.



     “Dollar Equivalent Amount” means, with respect to a Canadian Dollar amount, the amount
of Dollars into which the Canadian Dollar amount would be converted, based on the applicable
Exchange Rate.



     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any
political subdivision of the United States (for the avoidance of doubt, excluding Puerto Rico).



     “Effective Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 4.01 or 10.01.



     “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if
any, as may be required under Section 10.06(b)(iii)).



     “Environmental Claims” means all written claims, however asserted, by any Governmental
Authority or other Person alleging potential liability or responsibility for violation of any
Environmental Law, or for release or injury to the environment.



     “Environmental Laws” means all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.



9









 





     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.



     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a substantial cessation of operations which are treated as such a withdrawal; (c) a
complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate a Pension Plan under Section 4041(c) of ERISA, the termination of a Multiemployer Plan
under 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Borrower or any ERISA Affiliate.



     “Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Rate
Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”),
as published by Reuters (or another commercially available source providing quotations of BBA LIBOR
as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for deposits in the
relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period. If such rate is not available at such time for any reason, then



10









 







the
“Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which Dollar deposits for delivery on the first day of such
Interest Period in immediately available funds in the approximate amount of the Eurodollar Rate
Loan being made, continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America’s London Branch (or another Bank of America
branch or Affiliate) to major banks in the London or other offshore interbank market for Dollar
deposits at their request at approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.



     “Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on
the Eurodollar Rate.



     “Event of Default” has the meaning specified in Section 8.01.



     “Exchange Act” means the Securities Exchange Act of 1934.



     “Exchange Rate” means the Spot Rate of Exchange as of two Business Days preceding the
Valuation Date.



     “Excluded Subsidiary” means each Subsidiary set forth on Schedule 1.01(b) and
each other Subsidiary that is approved from time to time as an Excluded Subsidiary by the
Administrative Agent.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C
Issuers or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar
tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section
10.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is
attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in
Law) to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment),
to receive additional amounts from the Borrower with respect to such withholding tax pursuant to
Section 3.01(a).



     “Existing Credit Facility” means the revolving credit facility pursuant to the Credit
Agreement dated as of April 26, 2007, among the Borrower, Bank of America, as Administrative Agent,
and the lenders party thereto, as amended.



     “Existing Letters of Credit” means those standby letters of credit outstanding on the
Initial Funding Date and set forth on Schedule 2.03 attached hereto, as such Schedule may
be updated following the Effective Date with the approval of the Administrative Agent (such
approval not to be unreasonably withheld, conditioned or delayed) to reflect standby letters of



11









 







credit issued after the Effective Date and before the Initial Funding Date at the request of the
Borrower, Allied or any of their respective Subsidiaries by any institution that is or subsequently
becomes an L/C Issuer hereunder.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.



     “Fee Letters” means (i) the letter agreement, dated July 22, 2008, among the Borrower,
the Administrative Agent and the Arrangers, and (ii) the letter agreement, dated July 22, 2008,
between the Borrower and the Administrative Agent.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is resident for tax purposes. For purposes of this
definition, the United States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



     “FRB” means the Board of Governors of the Federal Reserve System of the United States.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities.



     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Guaranteed Cash Management Agreement” means any Cash Management Agreement that is
entered into by and between any Loan Party and any Cash Management Bank.



12









 





     “Guaranteed Hedge Agreement” means any Swap Contract permitted under Article
VII that is entered into by and between any Loan Party and any Hedge Bank.



     “Guaranteed Parties” means, collectively, the Administrative Agent, the Lenders, the
L/C Issuers, the Hedge Banks, the Cash Management Banks and each co-agent or sub-agent appointed by
the Administrative Agent from time to time pursuant to Section 9.05.



     “Guarantors” means, collectively, each Material Subsidiary, including (effective as of
the day after the Initial Funding Date) Allied and each of its Subsidiaries that are Material
Subsidiaries.



     “Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative
Agent and the Guaranteed Parties, substantially in the form of Exhibit F, as supplemented
from time to time by the execution and delivery of a Guaranty Joinder Agreement pursuant to
Section 6.13.



     “Guaranty Joinder Agreement” means each Guaranty Joinder Agreement, substantially in
the form thereof attached to the Guaranty, executed and delivered by a Guarantor to the
Administrative Agent pursuant to Section 6.13.



     “Guaranty Obligation” has the meaning specified in the definition of Contingent
Obligation.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



     “Hedge Bank” means any Person that (a) at the time it enters into a Swap Contract
permitted under Article VII, is a Lender or an Affiliate of a Lender, or (b) at the time it
(or its Affiliate) becomes a Lender, is a party to a Swap Contract, in each case in its capacity as
a party to such Swap Contract.



     “Indebtedness” means, for any Person, without duplication, (a) all indebtedness of
such Person for borrowed money; (b) all obligations issued, undertaken or assumed by such Person as
the deferred purchase price of property or services (other than trade payables entered into in the
ordinary course of business on ordinary terms); (c) all reimbursement or payment obligations of
such Person with respect to Surety Instruments; (d) all obligations of such Person evidenced by
notes, bonds, debentures or similar instruments; (e) all indebtedness of such Person created or
arising under any conditional sale or other title retention agreement, or incurred as financing, in
either case with respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited to repossession or
sale of such property); (f) all obligations of such Person with respect to Capital Leases; (g)
Attributable Indebtedness; (h) all indebtedness of the types referred to in clauses (a)
through (g) above secured by (or for which the holder of such indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts
and contracts rights) owned by such Person, even though such Person has not assumed or become



13









 







liable for the payment of such Indebtedness, provided that the amount of any such Indebtedness
shall be deemed to be the lesser of the face principal amount thereof and the fair market value of
the property subject to such Lien; and (i) all Guaranty Obligations of such Person in respect of
Indebtedness of the types described above; provided that Indebtedness shall not include
obligations arising out of the endorsement of instruments for deposit or collection in the ordinary
course of business. For all purposes of this Agreement, the Indebtedness of any Person shall
include all Indebtedness of any partnership or joint venture in which such Person is a general
partner or a joint venturer (other than any such Indebtedness which is expressly non-recourse to
such Person).



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitees” has the meaning specified in Section 10.04(b).



     “Information” has the meaning specified in Section 10.07.



     “Initial Funding Date” means the first date all the conditions precedent in
Section 4.02 are satisfied or waived in accordance with Section 4.02 or
10.01.



     “Initial Funding Date Material Adverse Effect” means, with respect to any Person, any
change, event or occurrence that has a material adverse effect on the assets and liabilities (taken
as a whole), financial condition or business of such Person and its Subsidiaries, taken as a whole;
provided, however, that none of the following, or any change, event or occurrence resulting
or arising from the following, shall constitute, or shall be considered in determining whether
there has occurred, an Initial Funding Date Material Adverse Effect: (i) changes in conditions in
the U.S. or global economy or capital or financial markets generally, including changes in interest
or exchange rates (provided that such conditions do not affect such Person or any of its
Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to other
companies operating in the same industry); (ii) changes in general legal, tax, regulatory,
political or business conditions in the jurisdictions in which such Person or any of its
Subsidiaries operates (provided that such conditions do not affect such Person or any of
its Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to other
companies operating in the same industry); (iii) general market or economic conditions in the
industry in which such Person or any of its Subsidiaries operates (provided that such
conditions do not affect such Person or any of its Subsidiaries, taken as a whole, in a materially
disproportionate manner as compared to other companies operating in the same industry);
(iv) actions contemplated by the Merger Agreement (but, excluding from the definition of the Merger
Agreement for the purposes of this definition, any amendments or waivers of any terms or conditions
thereof); (v) the negotiation, execution, announcement, pendency or performance of the Merger
Agreement or the transactions contemplated thereby, the consummation of the transactions
contemplated by the Merger Agreement or any public communications by such Person or any of its
Subsidiaries regarding the Merger Agreement or the transactions contemplated by the Merger
Agreement, including, in any such case, the impact thereof on relationships, contractual or
otherwise, with lenders, investors, venture partners or employees (provided that a negative
impact on relationships with customers or vendors, taken as a whole, may be taken into account in
determining whether an Initial Funding Date Material Adverse Effect has occurred); (vi) changes
after the date of the Merger Agreement in applicable United States or foreign, federal, state or



14









 







local law or interpretations thereof (provided that such changes do not affect such Person
and its Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to
other companies operating in the same industry); (vii) changes in GAAP or the interpretation
thereof; (viii) any action taken pursuant to or in accordance with the Merger Agreement or at the
request or with the consent of the Borrower (in the case of Allied) or Allied (in the case of the
Borrower) (it being agreed that the Borrower will not request that Allied or any Subsidiary take
any action prohibited by any of clauses (i) through (vi) of Section 6.01(a) of the Merger
Agreement without the prior written consent of the Administrative Agent); (ix) any failure by such
Person to meet any projections, guidance, estimates, forecasts or milestones or financial or
operating predictions for or during any period ending (or for which results are released) on or
after the date of the Merger Agreement (it being agreed that the facts and circumstances giving
rise to such failure may be taken into account in determining whether an Initial Funding Date
Material Adverse Effect has occurred); (x) any action, arbitration, proceeding, litigation or suit
arising from or relating to the Allied Acquisition or the transactions contemplated by the Merger
Agreement; (xi) a decline in the price of such Person’s common stock (it being agreed that the
facts and circumstances giving rise to such decline may be taken into account in determining
whether an Initial Funding Date Material Adverse Effect has occurred); (xii) labor conditions in
the industry in which such Person and its Subsidiaries operate (provided that such
conditions do not affect such Person or any of its Subsidiaries, taken as a whole, in a materially
disproportionate manner as compared to other companies operating in the same industry); and (xiii)
any natural disaster or other acts of God, acts of war, armed hostilities, sabotage or terrorism,
or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism
threatened or underway as of the date of the Merger Agreement (provided that such
conditions do not affect such Person or any of its Subsidiaries, taken as a whole, in a materially
disproportionate manner as compared to other companies operating in the same industry); and
provided, in the event any such change, event or occurrence identified in clause (i), (ii),
(iii), (vi), (xii) or (xiii) does adversely affect such Person or its Subsidiaries in a materially
disproportionate manner (after giving effect to the impact of such change, event or occurrence at
the level of impact generally experienced by other companies operating in the same industry), such
change, event or occurrence shall be considered in determining whether an Initial Funding Date
Material Adverse Effect has occurred only to the extent of the disproportionate impact on such
Person and its Subsidiaries, taken as a whole.



     “Insolvency Proceeding” means, with respect to any Person, (a) any case, action or
proceeding with respect to such Person before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or
relief of debtors or (b) any general assignment for the benefit of creditors, composition,
marshalling of assets for creditors, or other similar arrangement in respect of its creditors
generally or any substantial portion of its creditors; in each case undertaken under any U.S.
Federal, state or foreign law, including the Bankruptcy Code.



     “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each March, June, September and December and the Maturity Date.



15









 





     “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the
date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan
and ending on the date one week (if offered by all Lenders) or one, two, three or six months (or
nine or twelve months, if offered by all Lenders) thereafter, as selected by the Borrower in its
Committed Loan Notice; provided that:




     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;




     (ii) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the scheduled Maturity Date.



     “IRS” means the United States Internal Revenue Service.



     “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such
later version thereof as may be in effect at the time of issuance).



     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by an L/C Issuer and the
Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to any such Letter of
Credit.



     “Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial
determinations, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all
administrative orders, licenses and authorizations of any Governmental Authority applicable to
Borrower and permits of, and agreements with, any Governmental Authority, applicable to Borrower,
any Lender or the Administrative Agent.



     “L/C Advance” means, with respect to each Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable Percentage.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Committed
Borrowing.



     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof (including
any reinstatement pursuant to Section 2.03(b)(iv)).



16









 





     “L/C Issuer” means Bank of America in its capacity as issuer of one or more Letters of
Credit hereunder, together with (i) any replacement letter of credit issuer arising under
Section 9.06 and (ii) any other Lender or any Affiliate of a Lender which has agreed in
writing to become an “L/C Issuer” hereunder.



     “L/C Obligations” means, as at any date of determination, the aggregate of the Dollar
amount and, as applicable, the Dollar Equivalent Amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of the Dollar amount and, as applicable, the Dollar
Equivalent Amount of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of
computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such
Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available
to be drawn.



     “Lender” has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrower and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit issued hereunder (including any
Canadian L/C issued pursuant to Section 2.03(a)(iv)) and shall include each Existing Letter
of Credit.



     “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.



     “Letter of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business
Day).



     “Letter of Credit Fee” has the meaning specified in Section 2.03(i).



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), or other preferential arrangement in the nature of a
security interest of any kind or nature whatsoever (including any conditional sale or other title
retention agreement, the interest of a lessor under a Capital Lease, and any financing lease having
substantially the same economic effect as any of the foregoing, but not including the interest of a
lessor under an operating lease).



     “Loan” means an extension of credit in Dollars by a Lender to the Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.



     “Loan Documents” means this Agreement, each Note, the Guaranty (including any Guaranty
Joinder Agreement), each Issuer Document and the Fee Letters.



17









 





     “Loan Parties” means, collectively, the Borrower and each Guarantor; provided
that, with respect to the Specified Credit Agreement Representations on the Initial Funding Date
and Sections 4.02 and 4.03, (i) Allied and each of its Subsidiaries that are
Material Subsidiaries shall be deemed to be Loan Parties whether or not then Guarantors and
(ii) all representations that refer to any Loan Document to which any Loan Party is a party shall
include the execution and delivery of a Guaranty Joinder Agreement in escrow by Allied and each of
its Subsidiaries that are Material Subsidiaries on the Initial Funding Date and the effectiveness
thereof on the day after the Initial Funding Date.



     “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of
the FRB.



     “Material Adverse Effect” means a material adverse change in, or a material adverse
effect upon, the operations, business, properties, assets or condition (financial or otherwise) of
the Borrower and its Subsidiaries taken as a whole.



     “Material Financial Obligation” means Indebtedness, Attributable Indebtedness,
Contingent Obligations and obligations under Swap Contracts of the Borrower or any Subsidiary, and
obligations of the Borrower or any Subsidiary in respect of any Securitization Transaction, in an
aggregate amount (or, in the case of a Swap Contract, having a Swap Termination Value), for all
such Indebtedness, Attributable Indebtedness, Contingent Obligations, obligations under Swap
Contracts and obligations in respect of Securitization Transactions, but without duplication, equal
to $100,000,000 or more.



     “Material Subsidiary” means, as of any date of determination (and, as of the Initial
Funding Date, giving effect to the Allied Acquisition), each direct or indirect Domestic Subsidiary
(other than an Excluded Subsidiary) that (a) has total assets (including Equity Interests in other
Subsidiaries) equal to or greater than 5% of consolidated total assets of the Borrower and its
Subsidiaries (calculated as of the end of the most recent fiscal period for which financial
statements are available), or has revenues equal to or greater than 5% of the consolidated total
revenues of the Borrower and its Subsidiaries (calculated for the most recent four-fiscal quarter
period for which financial statements are available), (b) is designated by the Borrower as a
Material Subsidiary, or (c) guarantees any Senior Note Indebtedness or Indebtedness issued pursuant
to the Allied Convertible Debt Indenture. The Borrower shall from time to time promptly (and in
any event within 30 days after the end of each fiscal period for which financial statements are
available) designate one or more of its Subsidiaries as Material Subsidiaries to the extent
necessary to cause such term to include Subsidiaries of the Borrower that, together with the
Borrower and each other Material Subsidiary, have assets equal to not less than 98% of consolidated
total assets of the Borrower and its Subsidiaries (calculated as of the end of the most recent
fiscal period for which financial statements are available but excluding the assets of each Allied
Unrestricted Subsidiary, each Securitization Subsidiary and any Republic Insurance Entity from such
calculation) and revenues of not less than 98% of the consolidated total revenues of the Borrower
and its Subsidiaries (calculated for the most recent four-fiscal quarter period for which financial
statements are available but excluding the revenues of each Allied Unrestricted Subsidiary, each
Securitization Subsidiary and any Republic Insurance Entity from such calculation). For the
avoidance of doubt, the 98% calculation in the immediately preceding sentence shall include the
Borrower’s assets and revenues only to the extent they do



18









 







not duplicate the assets and revenues of
its Subsidiaries and, without limitation of the foregoing, the Borrower’s Equity Interests in its
Subsidiaries shall not be included in valuing the assets of the Borrower.



     “Maturity Date” means September 18, 2013.



     “Merger Agreement” means that certain Agreement and Plan of Merger dated as of June
22, 2008, among the Borrower, RS Merger Wedge, Inc. and Allied (including all schedules and
exhibits thereto).



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



     “Multiemployer Plan” means a “multiemployer plan”, within the meaning of Section
4001(a)(3) of ERISA, with respect to which the Borrower or any ERISA Affiliate may have any
liability.



     “Note” means a promissory note made by the Borrower in favor of a Lender evidencing
Loans made by such Lender, substantially in the form of Exhibit C.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of any Loan Party arising under any Loan Document or otherwise with respect to any Loan,
Letter of Credit, Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, in each case
whether direct or indirect (including those acquired by assumption), absolute or contingent, due or
to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on
any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings
and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be,



19









 







occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of
such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.



     “Participant” has the meaning specified in Section 10.06(d).



     “PBGC” means the Pension Benefit Guaranty Corporation, or any Governmental Authority
succeeding to any of its principal functions under ERISA.



     “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA), subject to
Title IV of ERISA, other than a Multiemployer Plan, with respect to which the Borrower or any ERISA
Affiliate may have any liability.



     “Permitted Liens” has the meaning specified in Section 7.02.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA), other
than a Multiemployer Plan, with respect to which the Borrower or any ERISA Affiliate may have any
liability, and includes any Pension Plan.



     “Plan Acquisition Date” means, with respect to any Acquired Plan, the first date on
which the Borrower or any ERISA Affiliate may have any liability with respect to such Acquired
Plan.



     “Platform” has the meaning specified in Section 6.02.



     “Public Lender” has the meaning specified in Section 6.02.



     “Register” has the meaning specified in Section 10.06(c).



     “Registered Public Accounting Firm” has the meaning specified in the Securities Laws
and shall be independent of the Borrower as prescribed in the Securities Laws.



     “Regulatory Divestiture” has the meaning specified in the Merger Agreement.



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, counsel and attorneys-in-fact of such Person and
of such Person’s Affiliates.



     “Reportable Event” means, any of the events set forth in Section 4043(c) of ERISA or
the regulations thereunder, other than any such event for which the 30-day notice requirement under
ERISA has been waived in regulations issued by the PBGC.



20









 





     “Republic Indenture” means that certain Indenture dated as of March 30, 2001 between
the Borrower and The Bank of New York (now known as The Bank of New York Mellon), as Trustee,
including all amendments thereto and supplements thereto.



     “Republic Insurance Entity” means Bom Ambiente, Ltd., a Cayman Islands exempted
company, Republic Services Risk Management, Inc., a Delaware corporation, RSG Cayman Group, Inc., a
Delaware corporation, and each other Subsidiary formed in connection with any captive insurance
program that, following the Effective Date, is approved from time to time as a Republic Insurance
Entity by the Administrative Agent.



     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line
Loan Notice.



     “Required Lenders” means, as of any date of determination, Lenders having more than
50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the
obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.



     “Requirement of Law” means, as to any Person, any law (statutory or common), treaty,
rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of
its property is subject.



     “Responsible Officer” means the chief executive officer, the president or any vice
president of a Loan Party, or any other officer having substantially the same authority and
responsibility; or, with respect to financial matters, the chief financial officer, the vice
president-finance, the treasurer or any assistant treasurer of a Loan Party, or any other officer
having substantially the same authority and responsibility; or, with respect to corporate offices
and authority, the secretary or assistant secretary of a Loan Party or any other officer having the
same authority and responsibility. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.



     “Restricted Cash” means that amount of cash of the Borrower and its Subsidiaries held
by or pledged to trustees for industrial revenue bonds and tax-exempt financings that is included
on the balance sheet of the Borrower, at any date of determination, in the line item “Restricted
Cash.”



21









 





     “Restricted Payment” means, as to any Person, any dividend or other distribution
(whether in cash, securities or other property) with respect to any capital stock or other Equity
Interest of such Person, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on
account of any return of capital to such Person’s stockholders, partners or members (or the
equivalent Person thereof).



     “RMI Subsidiaries” means, collectively, Browning-Ferris Industries Energy Systems of
Boston, Inc., Browning-Ferris Industries Services Group, Inc., Browning-Ferris Industries Trans
River (LP), Inc., Browning-Ferris Industries Energy Systems of Plymouth, Inc., Browning-Ferris
Industries Europe, Inc., Browning-Ferris Industries of Asia Pacific, Inc., and Consolidated
Processing, Inc.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.



     “Sarbanes Oxley” means the Sarbanes Oxley Act of 2002.



     “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.



     “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of
1934, Sarbanes Oxley and the applicable accounting and auditing principles, rules, standards and
practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board.



     “Securitization Subsidiary” means (a) after the Initial Funding Date, Allied
Receivables Funding Incorporated or (b) any special purpose, bankruptcy-remote Subsidiary of the
Borrower that purchases accounts receivable, lease receivables or other payment obligations
generated by the Borrower or any of its Subsidiaries in connection with any extension, renewal or
refinancing of the Allied Securitization Program.



     “Securitization Transaction” means any sale, assignment or other transfer by the
Borrower or any Subsidiary (including, after the Initial Funding Date, the Allied Securitization
Program and any extension, renewal or refinancing thereof) of accounts receivable, lease
receivables or other payment obligations owing to the Borrower or any Subsidiary or any interest in
any of the foregoing, together in each case with any collections and other proceeds thereof, any
collection or deposit accounts related thereto, and any collateral, guaranties or other property or
claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to
any such receivables or other payment obligations.



     “Senior Note Indebtedness” means any Indebtedness outstanding under any of the Senior
Note Indentures.



     “Senior Note Indentures” means, collectively, the Republic Indenture, the AWNA Senior
Notes Indenture and the Browning-Ferris Indenture.



22









 





     “Solvent” means, when used with respect to any Person, that at the time of
determination:




     (a) the fair value of its assets (both at fair valuation and at present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities, including
Contingent Obligations; and




     (b) it is then able and expects to be able to pay its debts as they mature; and




     (c) it has capital sufficient to carry on its business as conducted and as proposed to
be conducted.



     “Specified Credit Agreement Representations” means the representations and warranties
set forth in Sections 5.01, 5.02 (limited, in the case of material Contractual
Obligations in clause (b), to the Allied Indentures and the Allied Securitization Program),
5.03, 5.04, 5.08, 5.13 and 5.18.



     “Specified Merger Agreement Representations” means the representations and warranties
made by Allied to the Borrower in the Merger Agreement, in each case without giving effect to any
consent or waiver by any party to the Merger Agreement to any exception thereto or deviation
therefrom which is material to the interests of the Lenders (as determined by the Arrangers in
their sole discretion), but only to the extent that the Borrower has the right to terminate its
obligations (other than indemnity and other obligations expressed to survive any termination of the
Merger Agreement) under the Merger Agreement or refuse to close the Allied Acquisition as a result
of a breach of such representations and warranties in the Merger Agreement.



     “Spot Rate of Exchange” means, in determining the Dollar Equivalent Amount of a
specified Canadian Dollar amount as of any date, the spot exchange rate determined by the
Administrative Agent in accordance with its usual procedures for the purchase by the Administrative
Agent of Dollars with Canadian Dollars at approximately 10:00 A.M. on the Business Day that is two
(2) Business Days prior to such date.



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.



     “Surety Instruments” means all letters of credit (including standby and commercial),
banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index




23











 




transactions, interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related schedules, a
“Master Agreement”), including any such obligations or liabilities under any Master
Agreement.




     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).



     “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04.



     “Swing Line Lender” means Bank of America in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder.



     “Swing Line Loan” has the meaning specified in Section 2.04(a).



     “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit
B.



     “Swing Line Sublimit” means an amount equal to the lesser of (a) $100,000,000 and
(b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments.



     “Syndication Agent” means J.P. Morgan Securities Inc. in its capacity as syndication
agent under any of the Loan Documents, or any successor syndication agent.



     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



24









 





     “Total Debt” means, at any time, the sum (determined on a consolidated basis and
without duplication) of all Indebtedness of the Borrower and its Subsidiaries, excluding contingent
obligations with respect to Surety Instruments (other than any letter of credit issued for the
account of the Borrower or any Subsidiary to support Indebtedness of a Person other than the
Borrower or any Subsidiary).



     “Total Debt to EBITDA Ratio” means in respect of any Computation Period the ratio of
(a) Total Debt minus Restricted Cash, as at the end of such Computation Period, to
(b) Consolidated EBITDA for such Computation Period.



     “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.



     “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,
determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section
412 of the Code for the applicable plan year.



     “United States” and “U.S.” mean the United States of America.



     “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).



     “Valuation Date” means any of (i) the date of any Credit Extension, (ii) the date of
any L/C Borrowing, and (iii) any other date when there are outstanding Canadian L/Cs that the
Administrative Agent shall determine the Dollar Equivalent Amount of Canadian L/Cs.



     “Wholly-Owned Subsidiary” means any Subsidiary in which (other than directors’
qualifying shares required by law) 100% of the capital stock, membership interests or other Equity
Interests of each class having ordinary voting power, and 100% of the capital stock, membership
interests or other Equity Interests of every other class, in each case, at the time as of which any
determination is being made, is owned, beneficially and of record, by the Borrower, or by one or
more of the other Wholly-Owned Subsidiaries, or both.



     1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or



25









 







modifications set forth herein or in any other Loan Document), (ii) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to
any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending, replacing or interpreting
such law and any reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including”; the words “to” and “until”
each mean “to but excluding”; and the word “through” means “to and
including.”



     (c) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03 Accounting Terms. (a) Generally. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing the Audited Financial
Statements, except as otherwise specifically prescribed herein and without giving effect to
any change in GAAP which would require the Borrower to “mark-for-market” its obligations under Swap
Contracts (unless (i) the Borrower and the Required Lenders agree to give effect to such changes or
(ii) the Borrower has recognized a gain or loss as a result of such Swap Contract).



     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or
the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such
change in GAAP.



     1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to
this Agreement shall be calculated by dividing the appropriate component by the



26









 







other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).



     1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at
such time; provided, however, that with respect to any Letter of Credit that, by
its terms or the terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.



ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the
Borrower from time to time, on any Business Day on or after the Initial Funding Date and during the
Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of
such Lender’s Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and
(ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other
terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under
Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base
Rate Loans or Eurodollar Rate Loans, as further provided herein.



     2.02 Borrowings, Conversions and Continuations of Committed Loans.



     (a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice
to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (i)
three Business Days prior to the requested date of any Borrowing of, conversion to or continuation
of Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of or conversion to Base
Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Section
2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in
Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate



27









 







Committed Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in
excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i)
whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one
Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii)
the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of
Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to
specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be
made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall
be effective as of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Loans in any Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one month.



     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans,
and if no timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each
Lender shall make the amount of its Committed Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.03 (and, if such Borrowing is the initial
Credit Extension, Section 4.02), the Administrative Agent shall make all funds so received
available to the Borrower in like funds as received by the Administrative Agent either by (i)
crediting the account of the Borrower on the books of Bank of America with the amount of such funds
or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such Borrowing is
given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing,
first, shall be applied to the payment in full of any such L/C Borrowings, and
second, shall be made available to the Borrower as provided above.



     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of
a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without
the consent of the Required Lenders.



     (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of
such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such change.



28









 





     (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from
one Type to the other, and all continuations of Committed Loans as the same Type, unless the
Administrative Agent otherwise consents, there shall not be more than fifteen Interest Periods in
effect with respect to Committed Loans.



     2.03 Letters of Credit.



     (a) The Letter of Credit Commitment.




     (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees,
in reliance upon the agreements of the Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the Initial Funding Date
until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of
the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued
by it, in accordance with subsection (b) below, and (2) to honor drawings properly drawn
under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters
of Credit issued for the account of the Borrower or its Subsidiaries and any drawings
thereunder; provided that after giving effect to any L/C Credit Extension with
respect to any Letter of Credit, (y) the Total Outstandings shall not exceed the Aggregate
Commitments and (z) the aggregate Outstanding Amount of the Committed Loans of any Lender,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender’s Commitment. Each request by the
Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding sentence. Within the foregoing limits,
and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit that have expired or that have
been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been
issued pursuant hereto on the Initial Funding Date, and from and after the Initial Funding
Date shall be subject to and governed by the terms and conditions hereof. The Borrower
agrees to promptly notify the Administrative Agent of the designation of any Lender or
Affiliate of a Lender as an L/C Issuer.




     (ii) No L/C Issuer shall issue any Letter of Credit, if:




     (A) subject to Section 2.03(b)(iii), the expiry date of such requested
Letter of Credit would occur more than eighteen months after the date of issuance or
last extension, unless the Required Lenders have approved such expiry date; or




     (B) the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date.



29









 






     (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such
Letter of Credit, or any Law applicable to such L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon such L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such L/C
Issuer is not otherwise compensated hereunder) not in effect on the Initial Funding
Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Initial Funding Date and which such L/C Issuer in
good faith deems material to it (it being understood that the applicable L/C Issuer
shall promptly notify the Borrower and the Administrative Agent of any of the
foregoing events or circumstances);




     (B) the issuance of such Letter of Credit would violate one or more applicable
policies of such L/C Issuer;




     (C) such Letter of Credit is to be denominated in a currency other than
Dollars, or, only in the case of Bank of America as L/C Issuer, in a currency other
than Dollars or Canadian Dollars; or




     (D) such Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder.




     (iv) On the terms and conditions set forth herein any L/C Issuer may issue upon request
and for the account of the Borrower (or the applicable Subsidiary) a standby Canadian L/C.
For purposes of determining L/C Obligations, any Canadian L/C shall be recorded in the
Administrative Agent’s account in Dollars based on the Dollar Equivalent Amount on the date
of issuance of such Canadian L/C; provided, however, that the Administrative
Agent shall determine the Dollar Equivalent Amount of any Canadian L/C on the Valuation Date
for the purpose of determining L/C Obligations. Any draw on a Canadian L/C shall be repaid
in Canadian Dollars in an amount equal to the amount of
the draw in Canadian Dollars. If at any time there is a drawing under a Canadian L/C
and the Borrower shall not promptly reimburse such drawing as provided in Section
2.3(c), the Borrower shall be obligated to immediately repay to the Administrative Agent
for the benefit of the Lenders an amount in Dollars equal to the Dollar Equivalent Amount of
the Canadian Dollars paid by the applicable L/C Issuer to the beneficiary of such Canadian
L/C on the date of such drawing.




     (v) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms
hereof.



30









 






     (vi) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A)
such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.




     (vii) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and each L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents
pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included each L/C Issuer with respect to such acts or omissions, and
(B) as additionally provided herein with respect to each L/C Issuer.



     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit; Auto-Reinstatement Letters of Credit.




     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the applicable L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application, appropriately completed
and signed by a Responsible Officer of the Borrower (or through such other procedures as may
otherwise be approved by the applicable L/C Issuer and the Administrative Agent, including
electronic communications in accordance with subsection 10.02(b)). Such Letter of
Credit Application must be received by the applicable L/C Issuer and the Administrative
Agent not later than 1:00 p.m. at least two Business Days (or such later date and time as
such L/C Issuer may agree in its sole discretion) prior to the proposed issuance date or
date of amendment, as the case may be. In the case of a request for an initial issuance of
a Letter of Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents
to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of
any certificate to be presented by such beneficiary in case of any drawing thereunder; (G)
the purpose and nature of the
requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may
reasonably require. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the
proposed amendment; and (D) such other matters as the applicable L/C Issuer may reasonably
require. Additionally, the Borrower shall furnish to the applicable L/C Issuer and the
Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer
or the Administrative Agent may require.



31









 






     (ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C
Issuer will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application from the
Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy
thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the
Administrative Agent or the Borrower, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more applicable
conditions contained in Article IV shall not then be satisfied, then, subject to the
terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of
Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the
applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s
usual and customary business practices. Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in
an amount equal to the product of such Lender’s Applicable Percentage times the amount of
such Letter of Credit.




     (iii) If the Borrower so requests in any applicable Letter of Credit Application, the
applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit
such L/C Issuer to prevent any such extension at least once in each twelve-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in
each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.
Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required
to make a specific request to such L/C Issuer for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) the applicable L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of Credit
Expiration Date; provided, however, that such L/C Issuer shall not permit
any such extension if (A) such L/C Issuer has determined that it would not be permitted, or
would have no obligation, at such time to issue such Letter of Credit in its revised form
(as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section
2.03(a) or otherwise), or (B) it has received notice (which may be by telephone
or in writing) on or before the day that is seven Business Days before the Non-Extension
Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that
one or more of the applicable conditions specified in Section 4.03 is not then
satisfied, and in each such case directing such L/C Issuer not to permit such extension.




     (iv) If the Borrower so requests in any applicable Letter of Credit Application, an L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that
permits the automatic reinstatement of all or a portion of the stated amount thereof after
any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless
otherwise directed by such L/C Issuer, the Borrower shall not be required to make a



32









 







specific
request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter
of Credit has been issued, except as provided in the following sentence, the Lenders shall
be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate
all or a portion of the stated amount thereof in accordance with the provisions of such
Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of
Credit permits an L/C Issuer to decline to reinstate all or any portion of the stated amount
thereof after a drawing thereunder by giving notice of such non-reinstatement within a
specified number of days after such drawing (the “Non-Reinstatement Deadline”), such
L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by
telephone or in writing) on or before the day that is seven Business Days before the
Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have
elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or
the Borrower that one or more of the applicable conditions specified in Section 4.03
is not then satisfied or that such reinstatement would violate the proviso to the first
sentence of Section 2.03(a)(i) and, in each case, directing such L/C Issuer not to
permit such reinstatement.




     (v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof, the
applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment.



     (c) Drawings and Reimbursements; Funding of Participations.




     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and
the Administrative Agent thereof. Not later than 1:00 p.m. on the date of any payment by
the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in
an amount equal to the amount of such drawing; provided, that if any payment is made
by an L/C Issuer after 1:00 p.m. on an Honor Date, such reimbursement shall occur not later
than 1:00 p.m. on the first Business Day occurring after such Honor Date. If the
Borrower fails to so reimburse the applicable L/C Issuer by such time, the
Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s
Applicable Percentage thereof. In such event, the Borrower shall be deemed to have
requested a Committed Borrowing of Base Rate Loans in Dollars to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount (or, in the case of any Unreimbursed
Amount in respect of any Canadian L/C, in an amount equal to the Dollar Equivalent Amount of
such Unreimbursed Amount), without regard to the minimum and multiples specified in
Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount
of the unutilized portion of the Aggregate Commitments and the conditions set forth in
Section 4.03 (other than the delivery of a Committed Loan Notice). Any notice given
by the applicable L/C Issuer or the Administrative Agent pursuant to this Section
2.03(c)(i) may be given by telephone if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.



33









 






     (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available to the Administrative Agent for the account of the applicable L/C Issuer at
the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the
Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by
the Administrative Agent, whereupon, subject to the provisions of Section
2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a
Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall
remit the funds so received to the applicable L/C Issuer.




     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in Section
4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default Rate. In such event, each
Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer
pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.03.




     (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under
any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such
amount shall be solely for the account of the applicable L/C Issuer.




     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this
Section 2.03(c), shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the applicable L/C Issuer,
the Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each Lender’s
obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to
the conditions set forth in Section 4.03 (other than delivery by the Borrower of a
Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair
the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any
payment made by such L/C Issuer under any Letter of Credit, together with interest as
provided herein.




     (vi) If any Lender fails to make available to the Administrative Agent for the account
of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to such L/C Issuer at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by such L/C Issuer in accordance with banking



34









 







industry rules on interbank compensation. A certificate of the applicable L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (vi) shall be conclusive absent manifest error.



     (d) Repayment of Participations.




     (i) At any time after the applicable L/C Issuer has made a payment under any Letter of
Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment
in accordance with Section 2.03(c), if the Administrative Agent receives for the
account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Borrower or otherwise, including proceeds of
Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such Lender’s L/C
Advance was outstanding) in the same funds as those received by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for the account of the
applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned
under any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by such L/C Issuer in its discretion), each Lender shall pay to the
Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Lender, at a rate per annum equal to the Federal
Funds Rate from time to time in effect. The obligations of the Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement.



     (e) Obligations Absolute. The obligation of the Borrower to reimburse the applicable
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:




     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense or other right that the
Borrower may have at any time against any beneficiary or any transferee of such Letter of
Credit (or any Person for whom any such beneficiary or any such transferee may be acting),
the applicable L/C Issuer or any other Person, whether in connection with this Agreement,
the transactions contemplated hereby or by such Letter of Credit or any agreement or
instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; or any loss or delay in the



35









 







transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit;




     (iv) any payment by the applicable L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law; or




     (v) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower.



     The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s
instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer.
The Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C
Issuer and its correspondents unless such notice is given as aforesaid.



     (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to
obtain any document (other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such document. None of the
applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Issuer
Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however, that
this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under any other agreement.
None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary notwithstanding,
the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C
Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing,



36









 







the applicable L/C Issuer may accept documents
that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and such L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.



     (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the
applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each
case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.
Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash
Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and
Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the applicable L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in
form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C
Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have
corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of
the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America.



     (h) Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C
Issuer and the Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter
of Credit.



     (i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the
“Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate
times the daily amount available to be drawn under such Letter of Credit, or in the case of
a Canadian L/C the Dollar Equivalent Amount of such daily amount available to be drawn under such
Canadian L/C. For purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance with Section
1.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due
and payable on the last Business Day of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall
accrue at the Default Rate.



37









 





     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The
Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit issued by such L/C Issuer in an amount to be determined by the Borrower and
the applicable L/C Issuer. Such fronting fee shall be due and payable in full by the Borrower to
the applicable L/C Issuers, with respect to each Letter of Credit, quarterly in arrears on the last
Business Day of each March, June, September and December commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. In addition, unless otherwise agreed with the applicable L/C Issuer, the
Borrower shall pay directly to each L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and charges, of such
L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.



     (k) Conflict with Issuer Documents. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



     (l) Reporting of Letter of Credit Information. For so long as any Letter of Credit
issued by an L/C Issuer other than Bank of America is outstanding, such L/C Issuer shall deliver to
the Administrative Agent on the last Business Day of each calendar month, and on each date that an
L/C Credit Extension occurs with respect to any such Letter of Credit, a report in the form of
Exhibit H hereto, appropriately completed with the information for every outstanding
Letter of Credit issued by such L/C Issuer. The Administrative Agent shall deliver to the
Lenders on a monthly basis a report of all outstanding Letters of Credit.



     2.04 Swing Line Loans.



     (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing
Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this
Section 2.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) to the
Borrower from time to time on any Business Day on or after the Initial Funding Date and during the
Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the
Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the
Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and
provided, further, that the Borrower shall not use the proceeds of any Swing Line
Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay
under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan
shall be deemed a Base Rate Loan notwithstanding anything to the contrary in Section
2.08(a)(iii) regarding the interest rate



38









 







applicable to such Swing Line Loan. Immediately upon
the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing
Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount
of such Swing Line Loan.



     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 3:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $1,000,000 or an integral multiple thereof, and (ii) the
requested borrowing date, which shall be a Business Day. Each such telephonic notice must be
confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan
Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior to 3:30 p.m. on the
date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such
Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence
of Section 2.04(a), or (B)
that one or more of the applicable conditions specified in Article IV is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later
than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of
its Swing Line Loan available to the Borrower at its office by crediting the account of the
Borrower on the books of the Swing Line Lender in immediately available funds.



     (c) Refinancing of Swing Line Loans.




     (i) The Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so
request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal
to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.
Such request shall be made in writing (which written request shall be deemed to be a
Committed Loan Notice for purposes hereof) and in accordance with the requirements of
Section 2.02, without regard to the minimum and multiples specified therein for the
principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.03. The Swing Line Lender
shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly
after delivering such notice to the Administrative Agent. Each Lender shall make an amount
equal to its Applicable Percentage of the amount specified in such Committed Loan Notice
available to the Administrative Agent in immediately available funds for the account of the
Swing Line Lender at the Administrative Agent’s Office not later than 3:00 p.m. on the day
specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Lender that so makes funds available shall be deemed to have made a Base Rate Committed
Loan to the



39









 







Borrower in such amount. The Administrative Agent shall remit the funds so
received to the Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed
Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
by the Swing Line Lender that each of the Lenders fund its risk participation in the
relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the
account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed
payment in respect of such participation.




     (iii) If any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the Swing Line Lender at a rate per annum equal to the greater of
the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with
banking industry rules on interbank compensation. A certificate of the
Swing Line Lender submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent manifest
error.




     (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.03. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrower to repay
Swing Line Loans, together with interest as provided herein.



     (d) Repayment of Participations.




     (i) At any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line
Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such
payment (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Lender’s risk participation was funded) in the same funds as those
received by the Swing Line Lender.




     (ii) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender



40









 







under
any of the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay
to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent
will make such demand upon the request of the Swing Line Lender. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.



     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender
funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to
refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such
Applicable Percentage shall be solely for the account of the Swing Line Lender.



     (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of
principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.



     2.05 Prepayments.



     (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to
time voluntarily prepay Committed Loans in whole or in part without premium or penalty;
provided that (i) such notice must be received by the Administrative Agent not later than
1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B)
on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire
principal amount thereof then outstanding; provided that if any Borrowing of Base Rate
Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate
Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall
be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an
amount equal to an integral multiple of $100,000. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate
Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s
Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by
all accrued interest on the amount prepaid, together with any additional amounts required pursuant
to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the
Lenders in accordance with their respective Applicable Percentages.



     (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative
Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by the Swing
Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the



41









 







prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral
multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.



     (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then
in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided, however, that
the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings
exceed the Aggregate Commitments then in effect.



     2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce
the Aggregate Commitments; provided that (i) any such notice shall be
received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the
date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters
of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for
the Borrower is conditioned on the termination of this Agreement, any notice terminating the
Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction
shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess
thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after
giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would
exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate
Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided
other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit,
and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the
Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction
of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its
Applicable Percentage. All fees accrued until the effective date of any termination of the
Aggregate Commitments shall be paid on the effective date of such termination.



     2.07 Repayment of Loans.



     (a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of Committed Loans outstanding on such date.



     (b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the fourth
Business Day following the giving of notice by the Swing Line Lender to the Borrower and (ii) the
Maturity Date.



     2.08 Interest.



     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest Period at a rate



42









 







per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate;
(ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate or such other rate as may be agreed to from time to time by the
Borrower and the Swing Line Lender; provided that after any purchase by the Lenders of a
participation in any Swing Line Loan, the rate of interest on such Swing Line Loan shall not be
less than the Base Rate plus the Applicable Rate.




(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by the Borrower under any
Loan Document is not paid when due (after giving affect to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, then upon the request of the
Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.




     (iii) Upon the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder
at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.



     2.09 Fees. In addition to certain fees described in subsections (i) and (j) of Section
2.03:



     (a) Facility Fee. The Borrower shall pay to the Administrative Agent for the account
of each Lender in accordance with its Applicable Percentage, a facility fee equal to the Applicable
Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and
L/C Obligations), regardless of usage. The facility fee shall accrue at all times during the
Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C
Obligations remain outstanding), including at any time during which one or



43









 







more of the conditions
in Article IV is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to
occur after the Effective Date, and on the Maturity Date (and, if applicable, thereafter on
demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in
the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by
the Applicable Rate separately for each period during such quarter that such Applicable Rate was in
effect.



     (b) Other Fees.




     (i) The Borrower shall pay to the Arrangers and the Administrative Agent for their own
respective accounts fees in the amounts and at the times specified in the Fee Letters. Such
fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.




     (ii) The Borrower shall pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so specified. Such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever.



     2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans when
the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year
of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees
and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).
Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made shall, subject to
Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error.



     2.11 Evidence of Debt.



     (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of
business. The accounts or records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent,
the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may
attach schedules to its Note and endorse



44









 







thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.



     (b) In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing
Line Loans. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.



     2.12 Payments Generally; Administrative Agent’s Clawback.



     (a) General. All payments to be made by the Borrower shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise
expressly provided herein, all payments by the Borrower hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the Administrative Agent’s Office in Dollars and in immediately available funds not later than 3:00
p.m. on the date specified herein. The Administrative Agent will promptly distribute to each
Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in
like funds as received by wire transfer to such Lender’s Lending Office. All payments received by
the Administrative Agent after 3:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the
Borrower shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.




(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of
any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing
of Base Rate Loans, prior to 2:00 p.m. on the date of such Committed Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share of such
Committed Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in the case of a
Committed Borrowing of Base Rate Loans, that such Lender has made such share available in
accordance with and at the time required by Section 2.02) and may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount in immediately
available funds with interest thereon, for each day from the date such amount is made
available to the Borrower to the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation, plus any administrative processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing, and (B) in the



45









 







case of
a payment to be made by the Borrower, the interest rate applicable to the applicable
Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit
to the Borrower the amount of such interest paid by the Borrower for such period. If such
Lender pays its share of the applicable Committed Borrowing to the Administrative Agent,
then the amount so paid shall constitute such Lender’s Committed Loan included in such
Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim
the Borrower may have against a Lender that shall have failed to make such payment to the
Administrative Agent.




     (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders
or any L/C Issuer hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or
such L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such L/C Issuer, in immediately available funds with
interest thereon, for each day from the date such amount is distributed to it to the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.



     A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest.



     (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender
to make any Committed Loan, to fund any such participation or to make any payment under Section
10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, to purchase its participation or to make its payment under
Section 10.04(c).



     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any



46









 







Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



     2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans
held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of
such Committed Loans or participations and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans
of the other Lenders, or make such other adjustments as shall be equitable, so
that the benefit of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their respective Committed Loans
and other amounts owing them, provided that:




     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this Section shall not be construed to apply to (x) any payment
made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary
thereof (as to which the provisions of this Section shall apply).



     The Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.



     2.14 Increase in Commitments.



     (a) Request for Increase. Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time,
request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding
$500,000,000; provided that (i) any such request for an increase shall be in a minimum
amount of $100,000,000, (ii) the Borrower may make a maximum of five such requests, (iii) any such
increased or additional Commitment shall be obtained from one or more existing Lenders (it being
understood that no existing Lender shall be required to increase its Commitment) and/or other
Persons that qualify as Eligible Assignees and (iv) no increase in the Aggregate Commitments shall
increase the Swing Line Sublimit.



47









 





     (b) Additional Lenders. Any Person that is to become a Lender pursuant to this
Section 2.14 shall execute and deliver a joinder agreement in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.



     (c) Effective Date and Allocations. If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall determine the
effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Administrative Agent shall promptly notify the Borrower and the Lenders of the Increase
Effective Date and the Commitments and Applicable Percentages of the Lenders after giving effect
thereto.



     (d) Conditions to Effectiveness of Increase. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party
dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of each Loan Party (i) certifying and attaching the resolutions adopted by the
Loan Parties approving or consenting to such increase, and (ii) certifying that, before and after
giving effect to such increase, (A) the representations and warranties contained in Article
V are true and correct on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Section 2.14, the
representations and warranties contained in subsection (a) of Section 5.11 shall be deemed
to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01,
and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the
Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable
Percentages arising from any nonratable increase in the Commitments under this Section.



     (e) Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 10.01 to the contrary.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.




     (a) (i) Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes. Any and all payments by or on account of any obligation of the Borrower
hereunder or under any other Loan Document shall be made free and clear of and without
reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower
or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or
deducted in accordance with such Laws as determined by the Borrower or the Administrative
Agent, as the case may be, upon the basis of the information and documentation to be
delivered pursuant to subsection (e) below.




     (ii) If the Borrower or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including both United States Federal backup



48









 







withholding and
withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or
make such deductions as are determined by the Administrative Agent to be required based upon
the information and documentation it has received pursuant to subsection (e) below, (B) the
Administrative Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum
payable by the Borrower shall be increased as necessary so that after any required
withholding or the making of all required deductions (including deductions applicable to
additional sums payable under this
Section) the Administrative Agent, the applicable Lender or the applicable L/C Issuer,
as the case may be, receives an amount equal to the sum it would have received had no such
withholding or deduction been made.



     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Laws.



     (c) Tax Indemnifications.




     (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall,
and does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and
shall make payment in respect thereof within 30 days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) withheld or
deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent,
such Lender or such L/C Issuer, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. The Borrower shall also, and does hereby indemnify the
Administrative Agent, and shall make payment in respect thereof within 30 days after demand
therefore, for any amount which a Lender or an L/C Issuer for any reason fails to pay
indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A
certificate as to the amount of any such payment or liability delivered to the Borrower by a
Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive
absent manifest error.




     (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and
each L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agent,
and shall make payment in respect thereof within 30 days after demand therefore, against any
and all Taxes and any and all related losses, claims, liabilities, penalties, interest and
expenses (including the fees, charges and disbursements of any counsel for the Borrower or
the Administrative Agent) incurred by or asserted against the Borrower or the Administrative
Agent by any Governmental Authority as a result of the failure by such Lender or such L/C
Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or
deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer,
as the case may be, to the Borrower or



49









 







the Administrative Agent pursuant to subsection (e).
Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and
apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case
may be, under this Agreement or any other Loan Document against any amount due the
Administrative Agent under this clause (ii). The agreements in this clause (ii) shall
survive the resignation and/or replacement of the Administrative Agent, any assignment of
rights by,
or the replacement of, a Lender or an L/C Issuer, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all other Obligations.



     (d) Evidence of Payments. Upon request of the Borrower or the Administrative Agent,
as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a
Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be,
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Laws to report such payment or other evidence of such
payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.



     (e) Status of Lenders; Tax Documentation.




     (i) Each Lender and each L/C Issuer shall deliver to the Borrower and to the
Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction
and such other reasonably requested information as will permit the Borrower or the
Administrative Agent, as the case may be, to determine (A) whether or not payments made
hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the
required rate of withholding or deduction, and (C) such Lender’s or such L/C Issuer’s
entitlement to any available exemption from, or reduction of, applicable Taxes in respect of
all payments to be made to such Lender or such L/C Issuer by the Borrower pursuant to this
Agreement or otherwise to establish such Lender’s or such L/C Issuer’s status for
withholding tax purposes in the applicable jurisdiction.




     (ii) Without limiting the generality of the foregoing, if the Borrower is resident for
tax purposes in the United States:




     (A) Any Lender or any L/C Issuer that is a “United States person” within the
meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the
Administrative Agent executed originals of Internal Revenue Service Form W-9 or such
other documentation or information prescribed by applicable Laws or reasonably
requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent, as the case may be, to determine whether or not such
Lender or such L/C Issuer is subject to backup withholding or information reporting
requirements; and



50









 






     (B) Each Foreign Lender, and each L/C Issuer that is a Foreign Lender, that is
entitled under the Code or any applicable treaty to an exemption from or reduction
of withholding tax with respect to payments hereunder or under any other Loan
Document shall deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender or such L/C Issuer becomes a Lender under
this Agreement (and from time to time thereafter upon the request of the
Borrower or the Administrative Agent, but only if such Foreign Lender or such L/C
Issuer is legally entitled to do so), whichever of the following is applicable:




     (I) executed originals of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States
is a party,




     (II) executed originals of Internal Revenue Service Form W-8ECI,




     (III) executed originals of Internal Revenue Service Form W-8IMY and
all required supporting documentation;




     (IV) in the case of a Foreign Lender or L/C Issuer claiming the
benefits of the exemption for portfolio interest under section 881(c) of the
Code, (x) a certificate to the effect that such Foreign Lender or such L/C
Issuer is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (y) executed originals of
Internal Revenue Service Form W-8BEN, or




     (V) executed originals of any other form prescribed by applicable Laws
as a basis for claiming exemption from or a reduction in United States
Federal withholding tax together with such supplementary documentation as
may be prescribed by applicable Laws to permit the Borrower or the
Administrative Agent to determine the withholding or deduction required to
be made;




     (iii) Each Lender and each L/C Issuer shall promptly (A) notify the Borrower and the
Administrative Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender or such L/C Issuer, and as
may be reasonably necessary (including the re-designation of its Lending Office) to avoid
any requirement of applicable Laws of any jurisdiction that the Borrower or the
Administrative Agent make any withholding or deduction for Taxes from amounts payable to
such Lender or such L/C Issuer.



     (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a



51









 







Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund
of Taxes withheld or deducted from the funds paid for the account of such Lender or such L/C
Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines,
in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it
has been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Lender or
such L/C Issuer, as the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that the Borrower,
upon the request of the Administrative Agent, such Lender or such L/C Issuer, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Lender or such L/C Issuer in the
event the Administrative Agent, such Lender or such L/C Issuer is required to repay such refund to
such Governmental Authority. This subsection shall not be construed to require the Administrative
Agent, any Lender or any L/C Issuer to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other Person or to file
for, or otherwise pursue on behalf of, the Borrower any refund of Taxes.



     (g) Notwithstanding the foregoing provisions of this Section 3.01, (i) if any Lender
fails to notify the Borrower of any event or circumstance which will entitle such Lender to
compensation pursuant to this Section 3.01 within 60 days after such Lender obtains
knowledge of such event or circumstance, then such Lender shall not be entitled to compensation
from the Borrower for any amount arising prior to the date which is 60 days before the date on
which such Lender notifies the Borrower of such event or circumstance; and (ii) the Borrower shall
not be required to pay an additional amount to, or to indemnify, any Lender pursuant to this
Section 3.01 to the extent that (x) the obligation to withhold or pay such amount existed
on the Initial Date (as defined below) or (y) the obligation to withhold or pay such amount would
not have arisen but for the failure of such Lender to comply with the provisions of subsection (e)
above. For purposes of clause (ii) of the foregoing sentence “Initial Date” means (A) in the case
of any Lender that is a signatory hereto, the date of this Agreement, (B) in the case of any Person
which subsequently becomes a Lender hereunder, the date of the applicable Assignment and
Assumption, and (C) in the case of any Participant, the date on which it becomes a Participant;
provided, that the foregoing limitation shall not impair any availability of the indemnity
provision above to the Administrative Agent or any L/C Issuer.



     3.02 Illegality. If any Lender reasonably determines that any Law has made it unlawful, or
that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest
rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender
notifies the Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such



52









 







notice, the Borrower shall, upon demand from
such Lender (with a copy to the Administrative Agent), at the Borrower’s option, prepay or, if
applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last
day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon
any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so
prepaid or converted.



     3.03 Inability to Determine Rates. If for any reason in connection with any request for a
Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Required Lenders or the
Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the
London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar
Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate
for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (b) the
Administrative Agent determines that the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and
each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans
shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for
a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be
deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans
in the amount specified therein.



     3.04 Increased Costs.



     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e)) or any L/C Issuer;




     (ii) subject any Lender or any L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such
Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 3.01 and the imposition of, or any change in the rate of, any
Excluded Tax payable by such Lender or such L/C Issuer); or




     (iii) impose on any Lender or any L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such
Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or
to increase the cost to such Lender or such L/C Issuer of participating in, issuing or


53









 






maintaining
any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or
such L/C Issuer hereunder (whether of principal, interest or any other amount), then, upon request
of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the
case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer,
as the case may be, for such additional costs incurred or reduction suffered.




     (b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change
in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such
Lender’s or such L/C Issuer’s holding company, if any, regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on
the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitment of such Lender or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below
that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C
Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with
respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such
L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or
such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction
suffered.



     (c) Certificates for Reimbursement. A certificate of a Lender or such L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its
holding company, as the case may be, as specified in subsection (a) or (b) of this Section,
together with a brief explanation for the increased costs and the basis for the calculation
thereof, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower
shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender or such L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more
than 60 days prior to the date that such Lender or such L/C Issuer, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 60-day period
referred to above shall be extended to include the period of retroactive effect thereof).



     (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long
as such Lender shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall be due and




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payable on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of
such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the
relevant Interest Payment Date, such additional interest shall be due and payable 10 days from
receipt of such notice.




     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:



     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);



     (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay or borrow any Loan or continue or convert any Eurodollar Rate Loan on the date or
in the amount notified by the Borrower; or



     (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section 10.13;


including any loss or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which such funds were
obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.




     For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by
it at the Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching
deposit or other borrowing in the London interbank eurodollar market for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.



     3.06 Mitigation Obligations; Replacement of Lenders.



     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if
any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the
future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and
(ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.



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     (b) Replacement of Lenders. If any Lender requests compensation under Section
3.04, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower
may replace such Lender in accordance with Section 10.13.



     3.07 Survival. All obligations under this Article III shall survive termination of
the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the
Administrative Agent.



ARTICLE IV.

CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS




     4.01 Conditions to Effectiveness of this Agreement. The effectiveness of this Agreement is
subject to satisfaction of the following conditions precedent:



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Effective Date) and each in form
and substance satisfactory to the Administrative Agent and each of the Lenders:




     (i) executed counterparts of this Agreement, sufficient in number for distribution to
the Administrative Agent, each Lender and the Borrower;




     (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and




     (iii) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders
reasonably may require.



     (b) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders
required to be paid on or before the Effective Date (including all reasonable fees and expenses of
counsel for the Administrative Agent invoiced on or before such date) shall have been paid.



     Without limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 4.01, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required hereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Effective Date specifying its objection thereto.



     4.02 Conditions to Initial Funding. The obligation of each L/C Issuer and each Lender to make
its initial Credit Extension hereunder is subject to the satisfaction of the following conditions
precedent:



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     (a) The Effective Date shall have occurred.



     (b) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Initial Funding Date unless otherwise
noted below (or, in the case of certificates of governmental officials, a recent date before the
Initial Funding Date):




     (i) (A) counterparts of the Guaranty duly executed by each Material Subsidiary of the
Borrower (before giving effect to the Allied Acquisition), sufficient in number for
distribution to the Administrative Agent and the Borrower, and (B) a Guaranty Joinder
Agreement, duly executed by Allied and each of its Subsidiaries that are Material
Subsidiaries (it being understood and agreed that such Guaranty Joinder Agreement is being
delivered in escrow with irrevocable authorization to release such Guaranty Joinder
Agreement to the Administrative Agent on the day after the Initial Funding Date and that
such Guaranty Joinder Agreement shall be effective on the day after the Initial Funding
Date);




     (ii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which such Loan Party is a party;




     (iii) such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each Loan
Party is validly existing and in good standing in its jurisdiction of organization or
formation;




     (iv) a certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all consents, licenses and approvals required in connection with the execution,
delivery and performance by such Loan Party, and the validity against such Loan Party, of
the Loan Documents to which it is a party, and such consents, licenses and approvals shall
be in full force and effect, or (B) stating that no such consents, licenses or approvals are
so required;




     (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that
the conditions specified in Sections 4.03(a) and (b) have been satisfied
(including a certification as to the representations and warranties referenced therein),
(B) that there has been no event, occurrence or development (including as a result of the
continuation of any existing condition) since the date of the Audited Financial Statements
that has had or could be reasonably expected to have, either individually or in the
aggregate, an Initial Funding Date Material Adverse Effect, with respect to the Borrower or
Allied, (C) as to the current Debt Ratings, (D) the accuracy of and attaching a proposed
updated Schedule 2.03 for approval by the Administrative Agent (such approval not to
be unreasonably conditioned, withheld or delayed), (E) the accuracy of and attaching a
proposed updated parts (a) and (b) of Schedule 5.16 as of the Initial Funding Date
and giving effect to the



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Allied Acquisition for approval by the Administrative Agent (such approval not to be
unreasonably conditioned, withheld or delayed), (F) the accuracy of and attaching a proposed
updated Schedule 7.02 as of the Initial Funding Date to reflect Liens of Allied and
its Subsidiaries for approval by the Administrative Agent (such approval not to be
unreasonably conditioned, withheld or delayed), and (G) the accuracy of and attaching a
proposed updated Schedule 7.06 as of the Initial Funding Date to reflect secured
Indebtedness of Allied and its Subsidiaries for approval by the Administrative Agent (such
approval not to be unreasonably conditioned, withheld or delayed);




     (vi) within a reasonable time prior to the Initial Funding Date, (A) interim or, in the
case of any fiscal year end occurring after the Effective Date, audited financial statements
of each of the Borrower and its Subsidiaries and Allied and its Subsidiaries dated as of the
end of the most recent fiscal quarter or fiscal year end, as the case may be, preceding the
Initial Funding Date for which financial statements are available or are required to be
filed with the SEC, which financial statements shall be substantially consistent with, and
not materially worse than, the unaudited financial statements for each of the Borrower and
Allied dated as of March 31, 2008, and (B) pro forma consolidated financial statements of
the Borrower and its Subsidiaries giving effect to the Allied Acquisition as of the date of
such interim or audited statements which are consistent in all material respects with the
pro forma consolidated financial statements provided to the Arrangers on or before the
Initial Funding Date and reflect synergies reasonably satisfactory to the Arrangers and
Administrative Agent of at least $150,000,000 (for avoidance of doubt, the synergies
reflected in the pro forma consolidated financial statements provided to the Arrangers on
June 17, 2008 are satisfactory to the Arrangers);




     (vii) a certificate signed by a Responsible Officer of the Borrower certifying:
(A) that neither the Merger Agreement (including any condition to the consummation of the
Allied Acquisition) nor any other agreement, instrument, or document relating to the Allied
Acquisition has been altered, amended, waived or otherwise changed or supplemented, in any
respect materially adverse to the Lenders (as determined by the Arrangers in their sole
discretion), except to the extent agreed to by prior written consent of the Arrangers; and
(B) that the Allied Acquisition has been consummated prior to, or is being consummated
substantially simultaneously with, the Initial Funding Date, in accordance with the terms of
the Merger Agreement and such other agreements, instruments, and documents relating to the
Allied Acquisition (only as amended, altered, waived or otherwise changed in compliance with
subpart (A) of this clause (vii)), including, to the extent required by the Merger
Agreement, in compliance with applicable Laws and regulatory approvals;




     (viii) evidence reasonably satisfactory to Administrative Agent that (A) the
consolidated capital structure of the Borrower (after giving effect to the Allied
Acquisition and related transactions) is as described in the pro forma financial statements
described in clause (b)(vi) above, and (B) the amount, tenor, ranking and other terms and
conditions of any other equity and debt financings occurring in connection with the Allied
Acquisition not previously disclosed to the Administrative Agent are reasonably satisfactory
to it;



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     (ix) evidence reasonably satisfactory to Administrative Agent of (A) the receipt of all
governmental, shareholder and third party consents and approvals necessary in connection
with the Allied Acquisition and other transactions contemplated hereby, except to the extent
the failure to receive such consent or approval could not reasonably be expected to have an
Initial Funding Date Material Adverse Effect with respect to the Borrower and its
Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and expiration of
all applicable waiting periods without any actual action being taken by any authority that
(x) would require a Regulatory Divestiture that could reasonably be expected to cause a
failure of the Borrower to meet the covenants set forth in Section 7.01 or (y) could
restrain, prevent or impose any other material adverse conditions that reasonably could be
expected to have an Initial Funding Date Material Adverse Effect on the Borrower and its
Subsidiaries (including Allied and its Subsidiaries), taken as a whole, or the Allied
Acquisition; (B) the absence of any law or regulation applicable to the Borrower and its
Subsidiaries or Allied and its Subsidiaries, which, in the reasonable judgment of the
Administrative Agent, could have an Initial Funding Date Material Adverse Effect on the
Borrower and its Subsidiaries (including Allied and its Subsidiaries), taken as a whole; and
(C) the absence of any action, suit, investigation or proceeding, pending or threatened in
writing, in any court or before any governmental authority (x) that could reasonably be
expected to restrain or prevent the Allied Acquisition or any of the transactions
contemplated by this Agreement or the performance by the Borrower and its Subsidiaries
(including Allied and its Subsidiaries) of their respective obligations under the Loan
Documents or (y) involving any of the Borrower and its Subsidiaries (including Allied and
its Subsidiaries) that could reasonably be expected to result in an Initial Funding Date
Material Adverse Effect on the Borrower and its Subsidiaries (including Allied and its
Subsidiaries), taken as a whole;




     (x) satisfactory evidence that all outstanding Indebtedness described in Section
7.11(b) of the Merger Agreement (other than the Allied Securitization Program and the
Existing Credit Facility) has been repaid or cancelled, all such documentation has been
terminated and all guaranties, Liens and security interests associated therewith (including
any Liens securing the Allied Indentures) have been released, or that reasonably adequate
measures have been or concurrently with the Initial Funding Date are being taken to
terminate such documentation and release such guaranties, Liens and security interests,
except as otherwise agreed by Administrative Agent;




     (xi) not more than thirty (30) days prior to the Initial Funding Date, confirmation
satisfactory to the Arrangers that the Debt Ratings of the Borrower (after giving effect to
the Allied Acquisition) will be either (A) BBB- or better by S&P, and Ba1 or better by
Moody’s, or (B) Baa3 or better by Moody’s and BB+ or better by S&P;




     (xii) favorable opinions of counsel to the Loan Parties addressed to Administrative
Agent and each Lender as to the matters described in Exhibit G, in form and
substance reasonably satisfactory to Administrative Agent;




     (xiii) evidence of an effective amendment to the Existing Credit Facility that (A) adds
pari passu guarantees of the obligations thereunder from the Guarantors (with



59









 







the guarantees from Allied and the relevant Subsidiaries thereof to become effective
the day after the Initial Funding Date), (B) amends the pricing under the Existing Credit
Facility to match the pricing set forth in this Agreement, (C) amends the leverage ratio
maintenance covenant therein to conform to the levels applicable to this Agreement, and (D)
amends such other matters as the Administrative Agent may reasonably determine for the
purpose of making the terms of the Existing Credit Facility consistent with the terms of
this Agreement (other than the maturity date thereof);




     (xiv) a certificate signed by the Chief Financial Officer of the Borrower, in form and
detail satisfactory to the Administrative Agent, (A) demonstrating, on a pro forma basis and
after giving effect to the Allied Acquisition and the other transactions contemplated under
this Agreement, that the Total Debt to EBITDA Ratio for the Computation Period most recently
ended (or if such Computation Period ended less than thirty (30) days prior to the Initial
Funding Date, for the prior Computation Period), does not exceed 3.50 to 1.00, and (B)
certifying that the Borrower and its Subsidiaries, taken as a whole and after giving effect
to the Allied Acquisition, are Solvent; and




     (xv) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders
reasonably may require.



     (c) All accrued fees and expenses of the Administrative Agent, the Arrangers and the Lenders
required to be paid on or before the Initial Funding Date (including all reasonable fees and
expenses of counsel for the Administrative Agent invoiced on or before such date) shall have been
paid.



     (d) The Initial Funding Date shall have occurred on or before May 15, 2009.



     Without limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 4.02, each Lender that
has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required hereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the Initial Funding Date specifying its objection thereto.



     4.03 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following
conditions precedent:



     (a) The representations and warranties of (i) Borrower contained in Article V
(subject, in the case of the representations and warranties made on the Initial Funding Date, to
the limitation set forth in the last sentence of this Section 4.03(a)) and (ii) each Loan
Party contained in each other Loan Document, or which are contained in any document furnished by
any Loan Party at any time under or in connection herewith or therewith, shall be true and correct
in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect,
Initial Funding Date Material Adverse Effect or a similar concept applies, such



60









 




representation or warranty shall be required to be true and correct in all respects) on and as
of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such
earlier date, and except that for purposes of this Section 4.03(a), the representations and
warranties contained in Section 5.11(a) shall be deemed to refer to the most recent
statements furnished pursuant to Section 6.01. Notwithstanding anything in this Agreement
to the contrary, (i) the representations and warranties relating to Allied and its Subsidiaries
made on the Initial Funding Date under Article V shall be limited to (x) the Specified
Credit Agreement Representations and (y) the Specified Merger Agreement Representations (which are
incorporated herein by reference), and (ii) the references to “Material Adverse Effect” in the
representations made by the Borrower in clause (c) of Section 5.05 and in clause (b) of
Section 5.11 on the Initial Funding Date shall be deemed to be a reference to “Initial
Funding Date Material Adverse Effect”.




     (b) No Default shall exist or would result from such proposed Credit Extension or from the
application of the proceeds thereof.



     (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line
Lender shall have received a Request for Credit Extension in accordance with the requirements
hereof.



     Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans)
submitted by the Borrower shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of
the applicable Credit Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES



     The Borrower represents and warrants to the Administrative Agent and the Lenders that:



     5.01 Corporate Existence and Power. The Borrower and each of its Material Subsidiaries:



     (a) is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization;



     (b) has the power and authority and all governmental licenses, authorizations, consents and
approvals (i) to own its assets and to carry on its business and (ii) to execute, deliver and
perform its obligations under the Loan Documents to which it is a party;



     (c) is duly qualified to do business in each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification; and



     (d) is in compliance with all Requirements of Law;



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except, in each case referred to in subclause (b)(i), clause (c) or clause
(d), to the extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.




     5.02 Corporate Authorization; No Contravention. The execution, delivery and performance by
each Loan Party of each Loan Document to which such Person is party have been duly authorized by
all necessary corporate action, and do not and will not:



     (a) contravene the terms of any of such Person’s Organization Documents;



     (b) conflict with or result in any breach or contravention of, or the creation of any Lien
under, any document evidencing any material Contractual Obligation to which such Person or any of
its Subsidiaries is a party or any order, injunction, writ or decree of any Governmental Authority
to which such Person or any of its Subsidiaries or any of its or their property is subject; or



     (c) violate any Requirement of Law.



     5.03 Governmental Authorization. No approval, consent, exemption, authorization or other
action by, or notice to, or filing with, any Governmental Authority (other than any of the
foregoing which has been obtained or made and is in full force and effect) is necessary or required
in connection with the execution, delivery or performance by, or enforcement against, any Loan
Party of this Agreement or any other Loan Document.



     5.04 Binding Effect. This Agreement and each other Loan Document constitute the legal, valid
and binding obligations of each Loan Party, to the extent such Person is a party thereto,
enforceable against such Person in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally or by equitable principles relating to enforceability.



     5.05 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to
the best knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any
Governmental Authority, against the Borrower or any Subsidiary or any of their respective
properties (a) which purport to affect or pertain to this Agreement or any other Loan Document,
(b) as to which there exists a reasonable likelihood of an adverse determination, which
determination would reasonably be expected to have a material adverse effect on the ability of the
Borrower to pay and perform the Obligations, or (c) pertaining to the Allied Acquisition which
could reasonably be expected to have a Material Adverse Effect. No injunction, writ, temporary
restraining order or other order of any nature has been issued by any court or other Governmental
Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement
or any other Loan Document, or directing that the transactions provided for herein or therein not
be consummated as herein or therein provided.



     5.06 No Default. No Default exists or would result from the incurring of any Obligations by
any Loan Party. As of the Initial Funding Date, neither the Borrower nor any Subsidiary is in
default under or with respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a Material Adverse Effect.



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     5.07 ERISA Compliance. Except as specifically disclosed in Schedule 5.07:



     (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state law (or, in the case of an Acquired Plan, can be brought
into such compliance without any material fine, penalty or other liability). Except for Acquired
Plans with respect to which the failure to have received a qualification letter would not result in
any material fine, penalty or other liability, each Plan which is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS (or will be submitted
for a determination letter within the applicable remedial amendment period), and to the best
knowledge of the Borrower, nothing has occurred which would cause the loss of such qualification.
The Borrower and each ERISA Affiliate has made all required contributions to any Plan subject to
Section 412 of the Code (except for contributions to Acquired Plans not made prior to the
respective Plan Acquisition Dates and which do not in the aggregate exceed $1,000,000 for any
Acquired Plan), and no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.



     (b) There are no pending or, to the best knowledge of Borrower, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or
could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan which has
resulted or could reasonably be expected to result in a Material Adverse Effect.



     (c) (i) No ERISA Event has occurred or is reasonably expected to occur which has resulted or
could reasonably be expected to result in liability under Title IV of ERISA to the Borrower or any
Subsidiary in an aggregate amount in excess of $25,000,000; (ii) no contribution failure has
occurred with respect to a Pension Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA; (iii) no Pension Plan has any Unfunded Pension Liability; (iv) neither the Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (v) to the best knowledge of the Borrower, neither the Borrower nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan in an aggregate amount in excess of $25,000,000;
and (vi) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA.



     5.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans will be used solely for
the purposes set forth in and permitted by Section 6.12 and Section 7.08. Neither
the Borrower nor any Subsidiary is generally engaged in the business of purchasing or selling
Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.



     5.09 Title to Properties. The Borrower and each Subsidiary have good record and marketable
title in fee simple to, or valid leasehold interests in, all real property necessary or used in the
ordinary conduct of their respective businesses, except for such defects in title as could not,
individually or in the aggregate, have a Material Adverse Effect. As of the Initial



63









 




Funding Date, the property of the Borrower and its Subsidiaries (other than any Allied
Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) is subject
to no Liens, other than Permitted Liens.




     5.10 Taxes. The Borrower and its Material Subsidiaries have filed all Federal and other
material tax returns and reports required to be filed, and have paid all Federal and other material
taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in
good faith by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary
that would, if made, have a Material Adverse Effect.



     5.11 Financial Condition.



     (a) The Audited Financial Statements:




     (i) were prepared in accordance with GAAP consistently applied throughout the periods
covered thereby, except as otherwise expressly noted therein;




     (ii) fairly present the financial condition of the Borrower and its consolidated
Subsidiaries as of the dates thereof and the results of operations for the periods covered
thereby; and




     (iii) show all material indebtedness and other liabilities, absolute or contingent, of
the Borrower and its consolidated Subsidiaries as of the dates thereof, including
liabilities for taxes and material Contingent Obligations.



     (b) Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect.



     5.12 Environmental Matters. The Borrower conducts in the ordinary course of business a review
of the effect of existing Environmental Laws and existing Environmental Claims on its business,
operations and properties, and as a result thereof the Borrower has reasonably concluded that,
except as specifically disclosed in Schedule 5.12, such Environmental Laws and
Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



     5.13 Regulated Entities. None of the Borrower, any Person controlling the Borrower, or any
Subsidiary is an “Investment Company” within the meaning of the Investment Company Act of 1940.
The Borrower is not subject to any Federal or state statute or regulation limiting its ability to
incur Indebtedness.



     5.14 No Burdensome Restrictions. Neither the Borrower nor any Subsidiary is a party to or
bound by any Contractual Obligation, or subject to any restriction in any Organization Document or
any Requirement of Law, which could reasonably be expected to have a Material Adverse Effect.



64









 





     5.15 Copyrights, Patents, Trademarks and Licenses, Etc. The Borrower or its Subsidiaries own
or are licensed or otherwise have the right to use all of the material patents, trademarks, service
marks, trade names, copyrights, contractual franchises, authorizations and other rights that are
reasonably necessary for the operation of their respective businesses, without conflict with the
rights of any other Person, except to the extent failure to own, license or otherwise have the
right to use any such item, or any such conflict, could not reasonably be expected to have a
Material Adverse Effect. To the best knowledge of the Borrower, no slogan or other advertising
device, product, process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary, and which is material to the
business or operations of the Borrower and its Subsidiaries, infringes upon any rights held by any
other Person (excluding infringements which could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect).



     5.16 Subsidiaries. As of the Effective Date, the Borrower has no Subsidiaries other than
those specifically disclosed in part (a) of Schedule 5.16 and has no equity
investments in any other corporation or entity other than those specifically disclosed in part
(b) of Schedule 5.16. The Material Subsidiaries as of the Effective Date are
identified in part (a) of Schedule 5.16.



     5.17 Insurance. The properties (except to the extent such property, individually or in the
aggregate, is not material to the Borrower and its Subsidiaries) of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance companies (or are
self-insured) in such amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties in localities
where the Borrower or such Subsidiary operates.



     5.18 Solvency. The Borrower and the Borrower and its Subsidiaries (including, on and after
the Initial Funding Date, Allied and its Subsidiaries), taken as a whole, are Solvent after giving
effect to the transactions contemplated by the Loan Documents.



     5.19 Full Disclosure. The representations and warranties made by the Borrower and its
Subsidiaries in the Loan Documents as of the date such representations and warranties are made or
deemed made, and the statements contained in any exhibit, report, statement or certificate
furnished by or on behalf of any Loan Party or any Subsidiary in connection with the Loan
Documents, taken as a whole, do not contain any untrue statement of a material fact or omit any
material fact necessary to make the statements made therein, in light of the circumstances under
which they are made, not misleading in any material respect as of the time when made or delivered.



ARTICLE VI.

AFFIRMATIVE COVENANTS



     So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, unless the
Required Lenders waive compliance in writing:



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     6.01 Financial Statements. The Borrower shall deliver to the Administrative Agent, in form
and detail satisfactory to the Administrative Agent and the Required Lenders, with sufficient
copies for each Lender:



     (a) as soon as available, but not later than 120 days after the end of each fiscal year, a
copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end
of such year and the related consolidated statements of income or operations, shareholders’ equity
and cash flows for such year (together with consolidating notes with respect to the Excluded
Subsidiaries and other applicable consolidating information), setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, such consolidated financial statements to be accompanied by a report of Ernst
& Young LLP or another nationally recognized Registered Public Accounting Firm (the
“Independent Auditor”), which report shall be prepared in accordance with standards of the
Public Company Accounting Oversight Board and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of such audit;
provided that the reports delivered pursuant to this Section shall not be qualified or limited
because of a restricted or limited examination by the Independent Auditor of any material portion
of the Borrower’s or any Subsidiary’s records; and



     (b) as soon as available, but not later than 60 days after the end of each of the first three
fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 30, 2008),
a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the
end of such quarter and the related consolidated statements of income, shareholders’ equity and
cash flows for the period commencing on the first day and ending on the last day of such quarter
(together with consolidating notes with respect to the Excluded Subsidiaries and other applicable
consolidating information), and certified by a Responsible Officer of the Borrower as fairly
presenting, in accordance with GAAP (subject to the absence of footnotes and to ordinary, good
faith year-end audit adjustments), the financial position and the results of operations of the
Borrower and its Subsidiaries as of such date and for such period.



     6.02 Certificates; Other Information. The Borrower shall furnish to the Administrative Agent,
with sufficient copies for each Lender:



     (a) concurrently with the delivery of the financial statements referred to in subsections
6.01(a) and (b), a Compliance Certificate executed by a Responsible Officer of the
Borrower;



     (b) promptly after their becoming available, copies of all financial statements and reports
that the Borrower sends to its shareholders, and copies of all financial statements and regular,
periodic or special reports (including Forms 10K, 10Q and 8K) that the Borrower or any Subsidiary
may make to, or file with, the SEC; and



     (c) promptly, such additional information regarding the business, financial or corporate
affairs of the Borrower or any Subsidiary as the Administrative Agent, at the request of any
Lender, may from time to time reasonably request.



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     Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(b) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the earlier of (i) the date on which the Borrower posts such documents, or provides a
link thereto on the Borrower’s website on the Internet at the website address listed on
Schedule 10.02; and (ii) the date on which such documents are posted on the Borrower’s
behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile
or electronic mail) the Administrative Agent and each Lender of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the Compliance Certificates required by Section
6.02(a) to the Administrative Agent (with sufficient copies for each Lender). Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery
or to maintain copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such
documents.



     The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will
make available to the Lenders and the L/C Issuers materials and/or information provided by or on
behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and
(b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to
receive material non-public information with respect to the Borrower or its Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. The Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly
and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the
Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C
Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to the Borrower or its securities for purposes of United States Federal
and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 10.07); (y)
all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor”. Notwithstanding the
foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.



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     6.03 Notices. The Borrower shall promptly notify the Administrative Agent and each Lender:



     (a) of the occurrence of any Default known to the Borrower;



     (b) of any matter that has resulted or is reasonably expected to result in a Material Adverse
Effect, including:




     (i) breach or non-performance of, or any default under, a Contractual Obligation of the
Borrower or any Subsidiary;




     (ii) any dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or




     (iii) the commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental
Laws;



     (c) of the occurrence of any of the following events known to the Borrower which affect the
Borrower or any ERISA Affiliate, and deliver to the Administrative Agent and each Lender a copy of
any notice with respect to such event that is filed with a Governmental Authority and any notice
delivered by a Governmental Authority to the Borrower or any ERISA Affiliate with respect to such
event:




     (i) an ERISA Event;




     (ii) a contribution failure with respect to a Pension Plan sufficient to give rise to a
Lien under Section 302(f) of ERISA;




     (iii) a material increase in the Unfunded Pension Liability of any Pension Plan;




     (iv) the adoption of, or the commencement of contributions to, any Pension Plan by the
Borrower or any ERISA Affiliate; or




     (v) the adoption of any amendment to a Pension Plan if such amendment results in a
material increase in contributions or Unfunded Pension Liability; and



     (d) of any material change in accounting policies or financial reporting practices by the
Borrower and its consolidated Subsidiaries.


In addition, the Borrower shall promptly upon the issuance thereof, deliver to the Administrative
Agent notice of any announcement by Moody’s or S&P (i) of any change in any Debt Rating or (ii)
that any Debt Rating will be put on a “negative outlook” or “negative credit watch.”



Each notice under this Section shall be accompanied by a written statement by a Responsible Officer
of the Borrower setting forth details of the occurrence referred to therein, and stating what
action the Borrower or any affected Subsidiary proposes to take with respect thereto. Each


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notice under Section 6.03(a) shall describe with particularity any and all clauses or
provisions of this Agreement or any other Loan Document that have been breached or violated.




     6.04 Preservation of Corporate Existence, Etc. The Borrower shall, and shall cause each
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity) to (provided that nothing in this Section 6.04 shall prevent the
voluntary liquidation, dissolution or winding up, not under any bankruptcy or insolvency law, of
any Subsidiary so long as no Event of Default exists and no Default will result therefrom):



     (a) preserve and maintain in full force and effect its existence and good standing under the
laws of its jurisdiction of organization (except in connection with transactions permitted by
Section 7.04);



     (b) preserve and maintain in full force and effect all governmental rights, privileges,
qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of
its business (except in connection with transactions permitted by Section 7.04 and sales of
assets permitted by Section 7.03);



     (c) use reasonable efforts, in the ordinary course of business, to preserve its business
organization and goodwill (except in connection with transactions permitted by Section
7.04); and



     (d) preserve or renew all of its registered patents, trademarks, trade names and service
marks;


except, in the case of clauses (b), (c) and (d) above, to the extent the failure to do so could not
reasonably be expected to have a Material Adverse Effect.




     6.05 Maintenance of Property. The Borrower shall, and shall cause each Subsidiary (other than
any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity)
to, maintain and preserve all its property which is used or useful in its business in good working
order and condition, ordinary wear and tear excepted, except to the extent that failure to do so
would not reasonably be expected to have a Material Adverse Effect.



     6.06 Insurance. The Borrower shall, and shall cause each Subsidiary (other than any Allied
Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to,
maintain, with financially sound and reputable independent insurers (or pursuant to a
self-insurance program), insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar circumstances by such
other Persons.



     6.07 Tax Obligations. The Borrower shall, and shall cause each Subsidiary (other than any
Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to,
pay and discharge, as the same shall become due and payable all material tax liabilities,
assessments and governmental charges or levies upon it or its properties or assets unless
the same are being contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Borrower or such Subsidiary.



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     6.08 Compliance with Laws; Contractual Obligations. The Borrower shall, and shall cause each
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity) to, comply with (i) any Requirements of Law of any Governmental
Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards
Act) and (ii) any Contractual Obligation (other than any Contractual Obligation pertaining to
Indebtedness) to which it is bound, in both cases the non-compliance with which could reasonably be
expected to have a Material Adverse Effect.



     6.09 Compliance with ERISA. The Borrower shall, and shall cause each of its ERISA Affiliates
to: (a) maintain each Plan in compliance in all material respects with the applicable provisions
of ERISA, the Code and other federal or state law; (b) cause each Plan which is qualified under
Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions
to any Plan subject to Section 412 of the Code, it being understood that any non-compliance with
clause (a), (b) or (c) with respect to an Acquired Plan existing on the
Plan Acquisition Date for such Acquired Plan shall not constitute a violation of this Section
6.09 so long as (i) the Borrower is diligently proceeding to remedy such non-compliance and
(ii) such non-compliance will not result in any material fine, penalty or other liability.



     6.10 Inspection of Property and Books and Records. The Borrower shall, and shall cause each
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity) to, maintain proper books of record and account, in which full, true and
correct entries (sufficient to permit the preparation of consolidated financial statements in
conformity with GAAP) shall be made of all financial transactions and matters involving the assets
and business of the Borrower and such Subsidiary. The Borrower shall permit, and shall cause each
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity) to permit, the Administrative Agent, any Lender or their respective
representatives (in each case at such Person’s own expense unless an Event of Default exists), upon
reasonable notice at any reasonable time during normal business hours and from time to time at the
request of the Administrative Agent or the relevant Lender, to visit and inspect the properties of
the Borrower or any Subsidiary (and, if (i) any Default exists and has been continuing for 15 days
or (ii) any Event of Default exists, to make copies or abstracts of their respective corporate,
financial and operating records), and to examine the properties and books and records of the
Borrower and its Subsidiaries and to discuss the affairs, finances and accounts of the Borrower or
any Subsidiary with the appropriate officers, employees or authorized agents of the Borrower or
such Subsidiary.



     6.11 Environmental Laws. The Borrower shall, and shall cause each Subsidiary (other than any
Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to,
conduct its operations and keep and maintain its property in material compliance with all material
Environmental Laws. Without limiting the foregoing, the Borrower shall, and shall cause each
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity) to, (i) maintain all material operating permits for all landfills now
owned or hereafter acquired; and (ii) dispose of hazardous waste only at licensed disposal
facilities operating, to the best of the Borrower’s or the applicable Subsidiary’s knowledge after
reasonable inquiry, in material compliance with all material Environmental Laws.



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     6.12 Use of Proceeds. The Borrower shall use the proceeds of the Loans (i) to repay the
Indebtedness described in Section 4.02(b)(x) and for the payment of all fees and expenses
in connection therewith, (ii) to pay fees and expenses incurred in connection with the Allied
Acquisition, and (iii) for working capital, capital expenditures, letters of credit and other
general corporate purposes not in contravention of any Requirement of Law or of any Loan Document;
provided that the Borrower shall not use the proceeds of any Loan to acquire any Person if
the board of directors of the Person to be acquired has not approved such Acquisition.



     6.13 Additional Guarantors. The Borrower shall notify the Administrative Agent at the time
that any Person is designated as or becomes a Material Subsidiary, and promptly thereafter (and in
any event within thirty (30) days), cause such Person to (a) become a Guarantor by executing and
delivering to the Administrative Agent a counterpart of the Guaranty, a Guaranty Joinder Agreement
or such other document as the Administrative Agent shall deem appropriate for such purpose and (b)
deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of
Section 4.02(b) and favorable opinions of counsel to such Person (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the documentation
referred to in clause (a)), all in form, content and scope reasonably satisfactory to the
Administrative Agent.



ARTICLE VII.

NEGATIVE COVENANTS



     So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, unless the
Required Lenders waive compliance in writing:



     7.01 Financial Condition Covenants.



     (a) Consolidated Interest Coverage Ratio. The Borrower shall not permit the
Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter to be less than 3.00
to 1.00.



     (b) Maximum Total Debt to EBITDA Ratio. The Borrower shall not permit the Total Debt
to EBITDA Ratio as of the end of any fiscal quarter to be greater than (i) 4.00 to 1.00 for any
Computation Period on or before March 31, 2010, or (ii) 3.25 to 1.00 for any Computation Period
thereafter.



     7.02 Limitation on Liens. The Borrower shall not, and shall not suffer or permit any
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity) to, directly or indirectly, make, create, incur, assume or suffer to
exist any Lien upon or with respect to any part of its property, whether now owned or hereafter
acquired, other than the following (“Permitted Liens”):



     (a) any Lien set forth in Schedule 7.02 (as such Schedule may be updated on the
Initial Funding Date), and any extension, renewal or replacement of any such Lien so long as the



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principal amount secured thereby is not increased and the scope of the property subject to
such Lien is not extended;




     (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for
claims not yet due or which are being contested in good faith by appropriate proceedings diligently
pursued and with respect to which adequate reserves or other appropriate provisions are being
maintained in accordance with GAAP;



     (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen
and other Liens imposed by law or created in the ordinary course of business and in existence less
than 120 days from the date of creation thereof for amounts not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which adequate reserves or
other appropriate provisions are being maintained in accordance with GAAP;



     (d) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in
the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation;



     (e) Liens on the property of the Borrower or any Subsidiary securing (i) the non-delinquent
performance of bids, trade contracts (other than for borrowed money), leases and statutory
obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with
court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each
case incurred in the ordinary course of business, provided all such Liens in the aggregate would
not (even if enforced) cause a Material Adverse Effect;



     (f) Liens consisting of judgment or judicial attachment liens and liens securing contingent
obligations on appeal bonds and other bonds posted in connection with court proceedings or
judgments, provided that (i) in the case of judgment and judicial attachment liens, the
enforcement of such Liens is effectively stayed and (ii) all such Liens in the aggregate at any
time outstanding for the Borrower and its Subsidiaries do not exceed $100,000,000;



     (g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business which, individually or in the aggregate, do not materially detract from
the value of the property subject thereto or materially interfere with the ordinary conduct of the
businesses of the Borrower and its Subsidiaries;



     (h) Liens securing obligations in respect of Capital Leases and purchase money financings on
assets subject to such leases or financings to the extent such Capital Leases and purchase money
financings are otherwise permitted by Section 7.06(b);



     (i) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution; provided that (i) such deposit
account is not a dedicated cash collateral account and is not subject to restrictions against
access by the Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii)
such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the
depository institution;



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     (j) Liens on the rights of the Borrower or any Subsidiary in bonds issued in connection with
revenue bond financings in favor of any issuer of a letter of credit used to provide security for
the payment of such bonds; and



     (k) other Liens, in addition to those permitted by clauses (a) through (j),
securing Indebtedness or arising in connection with Securitization Transactions; provided
that (x) the sum (without duplication) of all such Indebtedness, plus the aggregate investment or
claim held at any time by all purchasers, assignees or other transferees of (or of interests in)
receivables and other rights to payment in all Securitization Transactions (other than the Allied
Securitization Program or any extension, renewal or refinancing thereof) shall not at any time
exceed $75,000,000 in aggregate outstanding amount, and (y) the aggregate principal balance owed
under the Allied Securitization Program or any extension, renewal or refinancing thereof, shall not
at any time exceed $400,000,000 in aggregate outstanding amount.



     7.03 Disposition of Assets. The Borrower shall not, and shall not permit any Subsidiary
(other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic
Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise
dispose of (whether in one or a series of transactions) any property (including accounts and notes
receivable, with or without recourse) or enter into any agreement to do any of the foregoing
(including any sale-leaseback), except:



     (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary
course of business;



     (b) the sale, assignment or other transfer of accounts receivable, lease receivables or other
rights to payment or any interest in the foregoing pursuant to any Securitization Transaction,
together in each case with any collections or proceeds thereof, any collection or deposit accounts
related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or
such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to
payment;



     (c) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned
Subsidiary; provided that (i) if the transferor of such property is a Guarantor, the
transferee thereof must either be the Borrower or a Guarantor, and (ii) if the transferor of such
property is not an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary
that is not an Excluded Subsidiary;



     (d) any Regulatory Divestiture required in connection with the Allied Acquisition;
provided that (i) no Event of Default shall exist at the time of or result from such
Regulatory Divestiture, (ii) such Regulatory Divestiture shall be made for fair market value,
(iii) at least 80% of the consideration for such Regulatory Divestiture shall be in the form of
cash or cash equivalents (excluding any portion of the consideration allocated to a portion of a
Regulatory Divestiture permitted by clause (e) of this Section 7.03; it being agreed that
the Borrower may rely on either this clause (d) or clause (e) below in making any Regulatory
Divestiture or, in part, on both of such clauses), and (iv) promptly upon receipt thereof by the
Person making such Regulatory Divestiture, the Borrower shall prepay Committed Loans and revolving
loans under



73









 




the Existing Credit Facility on a pro rata basis in an amount equal to the net cash proceeds
from such Regulatory Divestiture; and




     (e) other dispositions which are made for fair market value; provided that (i) at the
time of any such disposition, no Event of Default shall exist or shall result from such disposition
and (ii) the aggregate value of all assets so disposed of by the Borrower and its Subsidiaries in
any one-year period (calculated as of the date of any such disposition) shall not exceed 20% of
Consolidated Tangible Assets as of the last day of the most recently ended fiscal quarter.



     7.04 Consolidations and Mergers. The Borrower shall not, and shall not permit any Subsidiary
(other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic
Insurance Entity) to, merge, consolidate with, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets
(whether now owned or hereafter acquired) to or in favor of any other Person, except:



     (a) any Subsidiary may merge with the Borrower or with any one or more Subsidiaries;
provided that (i) if any transaction shall be between the Borrower and a Subsidiary, the
Borrower shall be the continuing or surviving Person, (ii) if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or
surviving Person; and (iii) if any transaction shall be between an Excluded Subsidiary and a
Subsidiary that is not an Excluded Subsidiary, a Subsidiary that is not an Excluded Subsidiary
shall be the continuing or surviving Person;



     (b) any Subsidiary (other than an Excluded Subsidiary) may sell or transfer all or
substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a
Wholly-Owned Subsidiary, and any Excluded Subsidiary may transfer all or substantially all of its
assets to the Borrower or a Subsidiary that is not an Excluded Subsidiary for nominal consideration
or as a result of the voluntary dissolution or liquidation of such Excluded Subsidiary; and



     (c) any merger, consolidation or disposition in connection with a transaction permitted by
Section 7.03 or an Acquisition permitted by Section 7.05.



     7.05 Loans and Investments.



     (a) The Borrower shall not, and shall not permit any Subsidiary (other than any Allied
Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to,
purchase or acquire any capital stock, Equity Interest or obligations or other securities of, or
any interest in, any Person, or make any Acquisition, or make any advance, loan, extension of
credit or capital contribution to or any other investment in any Person (including any Affiliate of
the Borrower) (any of the foregoing an “Investment”), unless (x) such loan, advance,
investment, acquisition or other purchase does not cause the Borrower to violate the financial
covenants contained in Section 7.01(a) or (b), and (y) no Default would result
therefrom.



     (b) Notwithstanding the foregoing, the Borrower shall not, and shall not permit any Subsidiary
(other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic
Insurance Entity) to make any Investment in any Allied Unrestricted Subsidiary, any



74









 




Securitization Subsidiary or any Republic Insurance Entity after the Initial Funding Date
other than the following:





     (i) transfers of receivables and other rights to payment in connection with the Allied
Securitization Program (or any extension, renewal or refinancing thereof), together in each
case with any collections or proceeds thereof, any collection or deposit accounts related
thereto, and any collateral, guaranties or property or claims in favor of the Borrower or
such Subsidiary supporting, securing payment or otherwise relating to such receivables or
other rights to payment, so long as the maximum outstanding principal amount of the Allied
Securitization Program (or such extension, renewal or refinancing) does not exceed
$400,000,000;




     (ii) Investments by the Borrower and its Subsidiaries in the RMI Subsidiaries described
on Schedule 7.05(b); and




     (iii) other Investments in any Republic Insurance Entity after the Initial Funding Date
consisting of (x) cash contributed (whether in the form of debt or equity) to such Republic
Insurance Entity and unreimbursed drawings on letters of credit issued at the request of the
Borrower or any Subsidiary on behalf of such Republic Insurance Entity so long as the
aggregate amount of all such Investments (net of any amounts repaid, returned or
reimbursed), when combined with all Investments in any Republic Insurance Entities existing
on the Effective Date that consist of cash contributions or unreimbursed drawings under
letters of credit, shall not exceed $100,000,000 in the aggregate at any time outstanding,
and (y) letters of credit issued at the request of the Borrower or any Subsidiary on behalf
of such Republic Insurance Entity so long as the aggregate principal amount of all such
letters of credit, when combined with all Investments existing on the Effective Date that
consist of letters of credit issued on behalf of all Republic Insurance Entities, shall not
exceed $175,000,000 in the aggregate at any time outstanding.



     7.06 Limitation on Secured Indebtedness. The Borrower shall not, and shall not permit any
Subsidiary to, create, incur, assume or suffer to exist any Indebtedness secured directly or
indirectly by assets of the Borrower or any Subsidiary other than the following:



     (a) secured Indebtedness listed on Schedule 7.06 (as such Schedule may be updated on
the Initial Funding Date) (including any extensions, renewals and refinancings thereof so long as
the principal amount thereof is not increased);



     (b) Capital Leases and purchase money financings on assets subject to such leases or
financings in an aggregate amount not to exceed $100,000,000 at any time outstanding;



     (c) Indebtedness supported by letters of credit;



     (d) Indebtedness under the Allied Securitization Program (including any extension, renewal and
refinancing thereof) so long as the maximum outstanding principal amount thereof does not exceed
$400,000,000;



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     (e) other secured Indebtedness not exceeding in the aggregate at any time an outstanding
amount of $75,000,000; and



     (f) in the case of any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity, Indebtedness secured directly or indirectly by the assets of such Person
or its Subsidiaries.



     7.07 Transactions with Affiliates. The Borrower shall not, and shall not permit any
Subsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any
Republic Insurance Entity) to, enter into any transaction with any Affiliate of the Borrower (other
than a Loan Party), except upon fair and reasonable terms no less favorable to the Borrower or such
Subsidiary than would obtain in a comparable arm’s-length transaction with a Person not an
Affiliate of the Borrower or such Subsidiary.



     7.08 Use of Proceeds. The Borrower shall not, and shall not permit any Subsidiary to, use any
portion of the Loan proceeds or any Letter of Credit, directly or indirectly, (i) to purchase or
carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of the Borrower or others
incurred to purchase or carry Margin Stock or (iii) to extend credit for the purpose of purchasing
or carrying any Margin Stock.



     7.09 Restricted Payments. The Borrower shall not, and shall not permit any Subsidiary (other
than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance
Entity), to make any Restricted Payment except that:



     (a) each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other
Person that owns an Equity Interest in such Subsidiary, ratably according to their respective
holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;



     (b) the Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity Interests of such Person;



     (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially concurrent issue of new
shares of its common stock or other common Equity Interests;



     (d) the Borrower may make any other Restricted Payment so long as (i) such Restricted Payment
would not cause the Borrower to violate any financial covenant contained in Section 7.01(a)
or (b) and (ii) no other Default would result therefrom; and



     (e) until the day after the Initial Funding Date, Allied and its Subsidiaries may make any
Restricted Payments that would otherwise have been permitted to be made under the Allied Credit
Facility (as defined in the Merger Agreement) as the same was in effect immediately prior to the
closing of the Allied Acquisition.



     7.10 ERISA. The Borrower shall not, and shall not permit any of its ERISA Affiliates to: (a)
engage in a prohibited transaction or violation of the fiduciary responsibility rules with



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respect to any Plan which has resulted or could reasonably be expected to result in liability
of the Borrower in an aggregate amount in excess of $25,000,000; or (b) engage in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.




     7.11 Change in Business. The Borrower shall not, and shall not permit any Subsidiary to,
engage in any material line of business other than those lines of business carried on by the
Borrower and its Subsidiaries or Allied and its Subsidiaries on the Effective Date and lines of
business complementary thereto; provided that (i) in no event will the Borrower permit a
material portion of the business of the Borrower and its Subsidiaries, taken as a whole, to involve
or relate to hazardous waste, and (ii) in no event will the Borrower direct any Excluded Subsidiary
to engage in any business other than (x) in the case of any Securitization Subsidiary,
Securitization Transactions permitted hereby, and (y) in the case of any other Excluded Subsidiary,
the business carried on by such Subsidiary on the later of the Effective Date and the date that
such Subsidiary is approved by the Administrative Agent as an Excluded Subsidiary.



     7.12 Burdensome Agreements. The Borrower shall not, and shall not permit any Subsidiary
(other than any Excluded Subsidiary) to, enter into any Contractual Obligation (other than this
Agreement, any other Loan Document and any Contractual Obligations with respect to the Existing
Credit Facility) that (a) limits the ability (i) of any Subsidiary (other than an Excluded
Subsidiary) to make Restricted Payments to the Borrower or to otherwise transfer property to the
Borrower, (ii) of any Subsidiary (other then an Excluded Subsidiary) to guarantee the Indebtedness
of the Borrower or (iii) of the Borrower or any Subsidiary (other than an Excluded Subsidiary) to
create, incur, assume or suffer to exist Liens on property of such Person; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person; except, in each case, (1) as required under applicable Requirements of
Law, (2) as required under the Loan Documents, (3) for Permitted Liens, (4) for restrictions in the
Senior Note Indentures that are in effect on the date hereof, (5) for prohibitions on assignment or
transfer contained in leases and (6) as set forth in Schedule 7.12.



ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES



     8.01 Event of Default. Any of the following shall constitute an “Event of Default”:



     (a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid
herein, any amount of principal of any Loan or the principal amount of any L/C Obligation, or (ii)
within five days after the same becomes due, any interest, fee or any other amount payable
hereunder or under any other Loan Document.



     (b) Representation or Warranty. Any representation or warranty by the Borrower or any
Subsidiary made or deemed made herein or in any other Loan Document, or which is contained in any
certificate, document or financial or other statement by the Borrower, any Subsidiary or any
Responsible Officer furnished at any time under this Agreement or under any other Loan Document, is
incorrect in any material respect on or as of the date made or deemed made.



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     (c) Specific Defaults. The Borrower fails to perform or observe any term, covenant or
agreement contained in any of subsection 6.03(a) or Article VII.



     (d) Other Defaults. Any Loan Party fails to perform or observe any other term or
covenant contained in this Agreement or any other Loan Document, and such failure shall continue
unremedied for a period of 30 days after the date upon which written notice thereof is given to the
Borrower by the Administrative Agent or any Lender.



     (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any payment
of Material Financial Obligations when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise, but after giving effect to any applicable grace or cure
period); or (B) fails to perform or observe any other condition or covenant, or any other event
shall occur or condition shall exist, under one or more agreements or instruments relating to
Material Financial Obligations, if the effect of such failure, event or condition (after giving
effect to any applicable grace or cure period) is to cause (or require), or to permit the holder or
holders of such Material Financial Obligations or the beneficiary or beneficiaries of such Material
Financial Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause (or require), such Material Financial Obligations to become due and payable
(or to be purchased, repurchased, defeased or cash collateralized) prior to the stated maturity
thereof.



     (f) Insolvency, Voluntary Proceedings. The Borrower or any Subsidiary (i) ceases or
fails to be Solvent, or generally fails to pay, or admits in writing its inability to pay, its
debts as they become due, subject to applicable grace periods, if any, whether at stated maturity
or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course;
(iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to
effectuate or authorize any of the foregoing; provided that the foregoing shall not apply
to the voluntary liquidation, dissolution or winding up of a Subsidiary permitted by Section
6.04.



     (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced
or filed against the Borrower or any Subsidiary, or any writ, judgment, warrant of attachment,
execution or similar process is issued or levied against a substantial part of the Borrower’s or
any Subsidiary’s properties, and such proceeding or petition shall not be dismissed, or such writ,
judgment, warrant of attachment, execution or similar process shall not be released, vacated or
fully bonded, within 60 days after commencement, filing or levy; (ii) the Borrower or any
Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding,
or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency
Proceeding with respect to the Borrower or such Subsidiary; or (iii) the Borrower or any Subsidiary
acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee
in possession (or agent therefor), or other similar Person for itself or a substantial portion of
its property or business.



     (h) ERISA. (i) An ERISA Event shall occur with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of $25,000,000; (ii) a contribution failure shall occur with respect to
a Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (iii) the



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Borrower or any ERISA Affiliate shall fail to pay when due, after the expiration of any
applicable grace period (or any period during which (x) the Borrower is permitted to contest its
obligation to make such payment without incurring any liability (other than interest) or penalty
and (y) the Borrower is contesting such obligation in good faith and by appropriate proceedings),
any installment payment with respect to its withdrawal liability under Section 4201 of ERISA or any
contribution obligation under Section 4243 of ERISA, in each case under a Multiemployer Plan in an
aggregate amount in excess of $25,000,000.




     (i) Judgments. One or more non-interlocutory judgments, non-interlocutory orders,
decrees or arbitration awards is entered against the Borrower or any Subsidiary involving in the
aggregate a liability (to the extent not covered by insurance as to which the insurer does not
dispute coverage) as to any single or related series of transactions, incidents or conditions of
$100,000,000 or more, and the same shall remain unvacated and unstayed pending appeal for a period
of 25 days after the entry thereof.



     (j) Change of Control. There occurs any Change of Control.



     (k) Invalidity of Loan Documents. Any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full
of all the Obligations, ceases to be in full force and effect; or the Borrower or any of its
Subsidiaries contests in any manner the validity or enforceability of any Loan Document; or the
Borrower or any of its Subsidiaries denies that it has any or further liability or obligation under
any Loan Document, or purports to revoke, terminate or rescind any Loan Document.



     8.02 Remedies. If any Event of Default occurs, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders:



     (a) declare the commitment of each Lender to make Loans (including the commitment of the Swing
Line Lender to make Swing Line Loans) and any obligation of each L/C Issuer to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be terminated;



     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower;



     (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and



     (d) exercise on behalf of itself and the other Guaranteed Parties all other rights and
remedies available to it and the other Guaranteed Parties under the Loan Documents or applicable
law;


provided, however, that upon the occurrence of any event specified in
subsection (f) or (g) of Section 8.01 (in the case of clause (i) of
subsection (g), upon the expiration of the 60-day period mentioned therein), the obligation
of each Lender to make Loans and any obligation of each L/C





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Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act of the
Administrative Agent, any L/C Issuer or any other Lender. The Administrative Agent shall promptly
notify the Borrower of any declaration described in clause (a) or (b) of the
preceding sentence, but failure to give any such notice shall not impair any such declaration or
result in any liability to the Administrative Agent.




     8.03 Rights Not Exclusive. The rights provided for in this Agreement and the other Loan
Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies
provided by law or in equity, or under any other instrument, document or agreement now existing or
hereafter arising.



     8.04 Application of Receipts. After the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall be applied by
the Administrative Agent in the following order:



     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;



     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders
and the L/C Issuers (including reasonable fees, charges and disbursements of counsel to the
respective Lenders and L/C Issuers and amounts payable under Article III), ratably among
them in proportion to the respective amounts described in this clause Second payable to
them;



     Third, to payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under
the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective
amounts described in this clause Third payable to them;



     Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans and L/C Borrowings and Obligations then owing under Guaranteed Cash Management Agreements
and Guaranteed Hedge Agreements, ratably among the Guaranteed Parties in proportion to the
respective amounts described in this clause Fourth held by them;



     Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit; and



     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrower or as otherwise required by Law.



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Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings
under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be
applied to the other Obligations, if any, in the order set forth above.




     Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements
and Guaranteed Hedge Agreements shall be excluded from the application described above if the
Administrative Agent has not received written notice thereof, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank or
Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this
Agreement that has given the notice contemplated by the preceding sentence shall, by such notice,
be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to
the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.



ARTICLE IX.

ADMINISTRATIVE AGENT



     9.01 Appointment and Authority. Each of the Lenders and each L/C Issuer hereby irrevocably
appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article, except Section 9.06 hereof, are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan
Party shall have rights as a third party beneficiary of any of such provisions, except Section
9.06 hereof.



     9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.



     9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:



     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



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     (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;
and



     (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.



     The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii)
in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Borrower, a Lender or an L/C Issuer.



     The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.



     9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable L/C
Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or
such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from
such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of
Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by



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it, and shall not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.




     9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.



     9.06 Resignation of Administrative Agent. The Administrative Agent may at any time resign as
Administrative Agent upon 30 days’ prior notice to the Lenders, the L/C Issuers and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States and which successor administrative agent shall be
consented to by the Borrower at all times other than during the existence of an Event of Default
(which consent shall not be unreasonably withheld or delayed). If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment prior to the
effective date of resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the L/C Issuers, and in consultation with the Borrower, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents, and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or to each Lender and
each L/C Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this Section). The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative Agent.



     Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as an L/C Issuer and as Swing Line Lender. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the



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retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations hereunder or under the
other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.




     9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.



     9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
syndication agent, co-documentation agents, joint lead arrangers or joint book managers listed on
the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent,
the Syndication Agent, a Lender or an L/C Issuer hereunder.



     9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise



     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the
Administrative Agent and their respective agents and counsel and all other amounts due the Lenders,
the L/C Issuers and the Administrative Agent under Sections 2.03(i) and (j),
2.09 and 10.04) allowed in such judicial proceeding; and



     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make
such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the





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Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.




     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any
L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender
or any L/C Issuer in any such proceeding.



     9.10 Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the
Administrative Agent to release any Guarantor from its obligations under the Guaranty if such
Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by
the Administrative Agent at any time, the Required Lenders will confirm in writing the
Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty
pursuant to this Section 9.10.



     9.11 Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements. No Cash
Management Bank or Hedge Bank who obtains the benefit of the provisions of Section 8.04, or
the Guaranty by virtue of the provisions hereof or of the Guaranty shall have any right to notice
of any action or to consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise other than in its capacity as a Lender and, in such case, only to the extent
expressly provided in the Loan Documents. Without limitation of the foregoing, each such Cash
Management Bank or Hedge Bank acknowledges that (i) the exercise of rights and remedies under the
Guaranty shall be taken solely by the Administrative Agent for the benefit of the Guaranteed
Parties; and (ii) such Cash Management Bank or Hedge Bank, as the case may be, does not have the
right to independently pursue rights or remedies under the Guaranty. Notwithstanding any other
provision of this Article IX to the contrary, the Administrative Agent shall be required to
verify the payment of, or that other satisfactory arrangements have been made with respect to,
Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements
only if the Administrative Agent has received written notice of such Obligations, together with
such supporting documentation as the Administrative Agent may request, from the applicable Cash
Management Bank or Hedge Bank, as the case may be.



     9.12 Release of Guarantors. Upon (i) the disposition of any Guarantor in a transaction
permitted hereunder that causes such Guarantor to cease to be a Subsidiary or the request of the
Borrower in the event an existing Guarantor ceases to be a Material Subsidiary (as certified to the
Administrative Agent by the Borrower and demonstrated in reasonable detail using financial
information from the most recently ended fiscal period for which financial statements are
available), the Administrative Agent shall execute such documentation reasonably requested by the
Borrower to evidence the release of such Guarantor from its obligations under the Guaranty
(including any related Guaranty Joinder Agreement) and (ii) repayment in full of all Obligations
(other than (x) Obligations under any Cash Management Agreement and (y) Obligations under any
Guaranteed Hedge Agreement as to which arrangements satisfactory to the applicable Hedge Bank have
been made) and termination by the Borrower of the Commitments hereunder in accordance with
Section 2.06, the Administrative Agent shall



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execute such documentation reasonably requested by the Borrower to evidence the release of
each Subsidiary that is a Guarantor from its obligations under the Guaranty (including any related
Guaranty Joinder Agreement), except to the extent such Obligations by their terms expressly survive
termination of the Guaranty or release of the Guarantor thereunder.




ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent
at the written request of the Required Lenders) and the Borrower or other applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:



     (a) waive any condition set forth in Section 4.01(a) or Section 4.02 without
the written consent of each Lender;



     (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender;



     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each Lender directly affected thereby;



     (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees
or other amounts payable hereunder or under any other Loan Document without the written consent of
each Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;



     (e) change Section 2.13 or Section 8.04 in a manner that would alter the pro
rata sharing of payments required thereby or change Section 2.06 in a manner that would
alter the pro rata treatment of reductions of the Aggregate Commitments, in each case without the
written consent of each Lender;



     (f) change any provision of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or



     (g) release all or substantially all of the Guarantors without the written consent of each
Lender;



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and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect
the rights or duties of the applicable L/C Issuer under this Agreement or any Issuer Document
relating to any Letter of Credit issued or to be issued by it or extend the Letter of Credit
Expiration Date applicable to the Letters of Credit issued by such L/C Issuer; (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the
Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document; and (iv) either Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender.




     10.02 Notices; Effectiveness; Electronic Communication.



     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




     (i) if to the Borrower, the Administrative Agent, Bank of America as the L/C Issuer or
the Swing Line Lender, to the address, telecopier number, electronic mail address or
telephone number specified for such Person on Schedule 10.02; and




     (ii) if to any other Lender or L/C Issuer, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative Questionnaire.



     Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent if confirmation of delivery has been received (except that, if not given
during normal business hours for the recipient, shall be deemed to have been given at the opening
of business on the next business day for the recipient). Notices delivered through electronic
communications to the extent provided in subsection (b) below, shall be effective as provided in
such subsection (b).



     (b) Electronic Communications. Notices and other communications to the Lenders and
the L/C Issuers hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C
Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic



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communication. The Administrative Agent or the Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications.




     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any
Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender, any L/C Issuer or any
other Person for indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages).



     (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C
Issuers and the Swing Line Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line
Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to
ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such



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Public Lender to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to enable such Public Lender
or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Borrower or its Affiliates, or the
respective securities of any of the foregoing, for purposes of United States Federal or state
securities laws.




     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or
on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation thereof. The
Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related
Parties of each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the Borrower, except in
the case of any of the foregoing persons who are seeking indemnification hereunder, to the extent
such reliance resulted from such Person’s gross negligence or willful misconduct as determined by a
court of competent jurisdiction by a final and nonappealable judgment. All telephonic notices to
and other telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording.



     10.03 No Waiver; Cumulative Remedies. No failure by any Guaranteed Party to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under
any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law. Notwithstanding anything to the contrary contained herein or in any
other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all
actions and proceedings at law in connection with such enforcement shall be instituted and
maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the
benefit of the Guaranteed Parties; provided, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its
benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan
Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that
inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may
be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in
accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any
Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the
pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the



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Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d)
of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of
the Required Lenders, enforce any rights and remedies available to it and as authorized by the
Required Lenders.




     10.04 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C
Issuer, including the reasonable fees and expenses of attorneys who may be employees of the
Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.



     (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, including the reasonable fees and expenses of any attorney who may be an employee of
any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party
or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, the consummation of the transactions contemplated
hereby or thereby or, in the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or
from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding



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relating to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if
the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction.




     (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), each L/C Issuer or any Related Party of any
of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.
No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct or actual damages resulting from
the gross negligence or willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction.



     (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent and Bank of America as an L/C Issuer, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.



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     10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is
made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any
L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative
Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a)
to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or
such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.



     10.06 Successors and Assigns.



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:



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     (i) Minimum Amounts.




     (A) In the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund no
minimum amount need be assigned; and




     (B) In any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such minimum
amount has been met;




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of
Swing Line Loans;




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition:




     (A) the consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund;




     (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender;




     (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in its exposure under one or more Letters of Credit
(whether or not then outstanding); and



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     (D) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment.




     (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee in the amount of $3,500; provided, however,
that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a Lender
shall deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to Borrower. No such assignment shall be made to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.




     (vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.



     Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and
assumed by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and
10.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this subsection shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.



     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Borrower and any Lender at any
reasonable time and from time to time upon reasonable prior notice.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a



94









 




“Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.




     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it
were a Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or 3.04 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 3.01 unless the Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.01(e) as though it were a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



     (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



95









 





     (h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its
Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ prior
notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ prior notice
to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swing Line Lender hereunder; provided that such successor shall consent to
such appointment by the Borrower; and provided further that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C
Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it
shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the Lenders to make Base
Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of
the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the
Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be,
and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to Bank of America to effectively assume the obligations of Bank of America with respect to such
Letters of Credit.



     10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, advisors and
representatives on a need-to-know basis (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or any
Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their



96









 




respective Affiliates on a nonconfidential basis from a source other than the Borrower or any
of its Subsidiaries.




     For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower or any
Subsidiary after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



     Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the
Information may include material non-public information concerning the Borrower or a Subsidiary, as
the case may be, (b) it has developed reasonable compliance procedures regarding the use of
material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including United States Federal and state securities laws.



     10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, after giving prior written notice to the Administrative Agent, to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such
Affiliate to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement or any other Loan
Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C
Issuer shall have made any demand under this Agreement or any other Loan Document and although such
obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of
such Lender or such L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness. The rights of each Lender, such L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender
and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such notice shall not affect
the validity of such setoff and application.



     10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the



97









 




Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.




     10.10 Counterparts; Integration; Effectiveness. This Agreement and the other Loan Documents
may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement and the other Loan Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Sections 4.01 and 4.02 or as provided in the applicable Loan Document, this
Agreement or such other Loan Documents shall become effective when they shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
or thereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement and any other Loan
Document by telecopy or other electronic imaging means shall be effective as delivery of a manually
executed counterpart of this Agreement and the other Loan Documents.



     10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.



     10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



     10.13 Replacement of Lenders. If (a) any Lender requests compensation under Section
3.04, (b) the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, (c) any
Lender is a Defaulting Lender, or (d) any Lender fails to approve any amendment, waiver or consent
requested by the Borrower pursuant to Section 10.01 that has received the written approval
of not less than the Required Lenders but also requires the approval of such Lender, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent,



98









 




require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:





     (i) the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);




     (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts);




     (iii) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter;




     (iv) in the case of any such assignment resulting from the refusal of a Lender to
approve a requested amendment, waiver or consent, the Person to whom such assignment is
being made has agreed to approve such amendment, waiver or consent; and




     (v) such assignment does not conflict with applicable Laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.



     10.14 Governing Law; Jurisdiction; Etc.



     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     (b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO



99









 




AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.




     (c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 TO THE EXTENT NOT PROHIBITED BY
APPLICABLE LAW. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH PARTY HERETO IRREVOCABLY WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS.



     10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Arrangers, co-



100









 




documentation agents and Lenders are arm’s-length commercial transactions between the Borrower
and its Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other
hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands
and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the
other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers, co-documentation agents and
Lenders each is and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent
or fiduciary for the Borrower or any of its Affiliates or any other Person and (B) neither the
Administrative Agent nor the Arrangers, co-documentation agents and Lenders has any obligation to
the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents and (iii) the
Administrative Agent, the Arrangers, co-documentation agents and Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arrangers,
co-documentation agents and Lenders has any obligation to disclose any of such interests to the
Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and
releases any claims that it may have against the Administrative Agent, the Arrangers,
co-documentation agents and Lenders with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby.




     10.17 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies each Loan Party, which information includes the name and address
of each Loan Party, each Loan Party’s tax identification number and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in
accordance with the Act. The Borrower shall, promptly following a request by the Administrative
Agent or any Lender, provide all documentation and other information that the Administrative Agent
or such Lender requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Act.



101









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 

	 	 	REPUBLIC SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer
and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	JPMORGAN CHASE BANK, N.A., as a Lender
and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	BARCLAYS BANK PLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	THE ROYAL BANK OF SCOTLAND PLC,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	THE BANK OF NOVA SCOTIA,
as a Lender and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK
BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	SUNTRUST BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	UNION BANK OF CALIFORNIA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Lender and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	MIZUHO CORPORATE BANK, LTD., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	UNICREDIT S.p.A., NEW YORK BRANCH,
as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	THE BANK OF NEW YORK MELLON,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	CALYON NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	COBANK, ACB, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	PNC BANK, NATIONAL ASSOCIATION,
as a Lender and L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	SUMITOMO MITSUI BANKING

CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	U.S. BANK NATIONAL ASSOCIATION,
as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	RAYMOND JAMES BANK, FSB, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	BRANCH BANKING & TRUST COMPANY,
as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	E. SUN COMMERCIAL BANK LTD., LOS
ANGELES BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	CHANG HWA COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page






 









 








	 	 	 	 	 	 	 

	 	 	HUA NAN COMMERCIAL BANK, LTD.,
NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Republic Services, Inc.

Credit Agreement

Signature Page





 











 





SCHEDULE 1.01(a)




ALLIED UNRESTRICTED SUBSIDIARIES




Global Indemnity Assurance Company

Saguaro National Captive Insurance Company

Allied Receivables Funding Incorporated

Browning-Ferris Industries Energy Systems of Boston, Inc.

Browning-Ferris Industries Services Group, Inc.

Browning-Ferris Industries Trans River (LP), Inc.

Browning-Ferris Industries Energy Systems of Plymouth, Inc.

Browning-Ferris Industries Europe, Inc.

Browning-Ferris Industries of Asia Pacific, Inc.

Consolidated Processing, Inc.




S-1









 





SCHEDULE 1.01(b)




EXCLUDED SUBSIDIARIES




Allied Waste of Ponce, Inc.

Allied Waste of Puerto Rico, Inc.

Environmental Development Corp. [PR]

Kent-Meridian Disposal Company

Roosevelt Associates




Continental Waste Industries-Gary, Inc.

Modern Mallard Energy, LLC

Prichard Landfill Corporation




Global Indemnity Assurance Company

Saguaro National Captive Insurance Company

Allied Receivables Funding Incorporated

Browning-Ferris Industries Energy Systems of Boston, Inc.

Browning-Ferris Industries Services Group, Inc.

Browning-Ferris Industries Trans River (LP), Inc.

Browning-Ferris Industries Energy Systems of Plymouth, Inc.

Browning-Ferris Industries Europe, Inc.

Browning-Ferris Industries of Asia Pacific, Inc.

Consolidated Processing, Inc.




Bom Ambiente, Ltd.

Republic Services Risk Management, Inc.

RSG Cayman Group, Inc.




S-2









 





SCHEDULE 2.01




COMMITMENTS AND

APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 
	Lender	 	Commitment	 	 	Percentage	 
	The Royal Bank of Scotland Plc
	 	$	170,000,000	 	 	 	9.714285714	%
	JPMorgan Chase Bank, N.A.
	 	 	160,000,000	 	 	 	9.142857143	%
	Bank of America, N.A.
	 	 	150,000,000	 	 	 	8.571428571	%
	UBS Loan Finance LLC
	 	 	150,000,000	 	 	 	8.571428571	%
	BNP Paribas
	 	 	130,000,000	 	 	 	7.428571428	%
	The Bank of Nova Scotia
	 	 	115,000,000	 	 	 	6.571428571	%
	Barclays Bank Plc
	 	 	110,000,000	 	 	 	6.285714285	%
	Wells Fargo Bank, National Association
	 	 	105,000,000	 	 	 	6.000000000	%
	Commerzbank AG, New York and Grand Cayman Branches
	 	 	100,000,000	 	 	 	5.714285714	%
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	 	 	60,000,000	 	 	 	3.428571428	%
	SunTrust Bank
	 	 	60,000,000	 	 	 	3.428571428	%
	Mizuho Corporate Bank, Ltd.
	 	 	55,000,000	 	 	 	3.142857142	%
	UniCredit SpA, New York Branch
	 	 	50,000,000	 	 	 	2.857142857	%
	Calyon New York Branch
	 	 	50,000,000	 	 	 	2.857142857	%
	CoBank, ACB
	 	 	50,000,000	 	 	 	2.857142857	%
	PNC Bank, National Association
	 	 	50,000,000	 	 	 	2.857142857	%
	Sumitomo Mitsui Banking Corporation
	 	 	50,000,000	 	 	 	2.857142857	%
	Raymond James Bank, FSB
	 	 	30,000,000	 	 	 	1.714285714	%
	Branch Banking & Trust Company
	 	 	25,000,000	 	 	 	1.428571428	%
	Union Bank of California, N.A.
	 	 	20,000,000	 	 	 	1.142857142	%
	U.S. Bank, National Association
	 	 	15,000,000	 	 	 	.857142857	%
	E.Sun Commercial Bank Ltd., Los Angeles Branch
	 	 	15,000,000	 	 	 	.857142857	%
	The Bank of New York Mellon
	 	 	10,000,000	 	 	 	.571428571	%
	Chang Hwa Commercial Bank, Ltd., Los Angeles Branch
	 	 	10,000,000	 	 	 	.571428571	%
	Hua Nan Commercial Bank, Ltd., New York Branch
	 	 	10,000,000	 	 	 	.571428571	%
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	1,750,000,000	 	 	 	100.000000000	%






S-3









 





SCHEDULE 2.03




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	LC No.	 	Beneficiary	 	Amount	 	Issue Date	 	Expiration	 	Currency
	T00000001396751
	 	CALIFORNIA INTEGRATE

	 	 	26,781,471.00	 	 	6/28/2005
	 	7/11/2007
	 	USD
	T00000001396752
	 	CIWMB

	 	 	25,374,530.00	 	 	6/28/2005
	 	6/01/2007
	 	USD
	T00000001396753
	 	CALIFORNIA INTEGRATE

	 	 	16,146,181.00	 	 	6/28/2005
	 	6/01/2007
	 	USD
	T00000001396754
	 	DEPT. OF TOXIC SUBST

	 	 	21,109,547.00	 	 	6/28/2005
	 	6/01/2007
	 	USD
	T00000001396755
	 	PENNSYLVANIA DEPT OF

	 	 	7,626,564.00	 	 	6/28/2005
	 	7/01/2007
	 	USD
	T00000001396756
	 	BOM AMBIENTE

	 	 	12,500,000.00	 	 	6/28/2005
	 	12/01/2007
	 	USD
	T00000003025710
	 	KENTUCKY

	 	 	8,033,520.00	 	 	6/28/2005
	 	5/18/2007
	 	USD
	T00000003029662
	 	MARYLAND

	 	 	5,579,110.00	 	 	6/28/2005
	 	9/28/2007
	 	USD
	T00000003035419
	 	TEXAS

	 	 	3,540,274.00	 	 	6/28/2005
	 	4/27/2007
	 	USD
	T00000003035420
	 	TEXAS

	 	 	4,046,028.00	 	 	6/28/2005
	 	4/27/2007
	 	USD
	T00000003038018
	 	KENTUCKY

	 	 	8,621,834.00	 	 	6/28/2005
	 	6/08/2007
	 	USD
	T00000003039209
	 	BNY WESTERN TRUST CO

	 	 	8,140,017.45	 	 	6/28/2005
	 	12/01/2007
	 	USD
	T00000003040182
	 	NEW JERSEY DEV

	 	 	10,115,069.00	 	 	6/28/2005
	 	12/01/2007
	 	USD
	T00000003047083
	 	TEXAS

	 	 	11,126,576.00	 	 	6/28/2005
	 	5/15/2007
	 	USD
	T00000003049120
	 	COLORADO HOUSING & F

	 	 	7,080,548.00	 	 	6/28/2005
	 	11/15/2007
	 	USP
	T00000003054301
	 	CITY OF TORONTO

	 	 	867,152.27	 	 	6/28/2005
	 	3/31/2008
	 	USD
	T00000064039401
	 	VILLAGE OF WILLOWBRO

	 	 	500,000.00	 	 	6/28/2005
	 	11/23/2007
	 	USD
	T00000064039402
	 	OHIO ENVIRONMENTAL

	 	P	33,960,640.00	 	 	6/28/2005
	 	4/06/2008
	 	USD
	T00000064039403
	 	INDIANA DEPT ENVIRON

	 	 	39,104,755.00	 	 	6/28/2005
	 	4/12/2008
	 	USD
	T00000064039404
	 	MICHIGAN DEQ

	 	 	3,832,851.00	 	 	6/28/2005
	 	5/24/2007
	 	USD
	T00000064039405
	 	MICHIGAN DEQ

	 	 	24,944,649.00	 	 	6/28/2005
	 	4/20/2008
	 	USD
	T00000064039406
	 	CITY OF ARLINGTON, T

	 	 	10,540,000.00	 	 	6/28/2005
	 	10/01/2007
	 	USD
	T00000064039407
	 	BALTIMORE CNTY MD/BU

	 	 	33,802.00	 	 	6/28/2005
	 	4/27/2007
	 	USD
	T00000064039408
	 	BALTIMORE CNTY MD/BU

	 	 	370,260.00	 	 	6/28/2005
	 	4/27/2007
	 	USD
	T00000064039409
	 	BALTIMORE CNTY MD/BU

	 	 	30,000.00	 	 	6/28/2005
	 	4/27/2007
	 	USD
	T00000064039410
	 	BALTIMORE CNTY MD/BU

	 	 	1,000,000.00	 	 	6/28/2005
	 	4/27/2007
	 	USD
	T00000064039411
	 	MARYLAND DEPARTMENT

	 	 	57,500.00	 	 	6/28/2005
	 	4/27/2007
	 	USD
	365014 BANK 1
	 	JC DUNCAN-TX WATER C

	 	 	25,000.00	 	 	6/28/2005
	 	5/22/2008
	 	USD
	373056 BANK 1
	 	SMITHTON-BEAUFORT CN

	 	 	100,000.00	 	 	6/28/2005
	 	9/30/2007
	 	USD
	382058 BANK 1
	 	SMITHTON-TOWN OF PLY

	 	 	30,000.00	 	 	6/28/2005
	 	8/27/2007
	 	USD
	382233 BANK 1
	 	SMITHTON-CRAVEN COUN

	 	 	250,000.00	 	 	6/28/2005
	 	11/01/2O07
	 	USD
	382279 BANK 1
	 	ADDINGTON

	 	 	202,086.00	 	 	6/28/2005
	 	12/31/2006
	 	USD
	382331 BANK 1
	 	ADDINGTON

	 	 	90,000.00	 	 	6/28/2005
	 	3/28/2008
	 	USD
	382334 BANK 1
	 	UNITED

	 	 	25,000.00	 	 	6/28/2005
	 	4/11/2008
	 	USD
	382338 BANK 1
	 	ADDINGTON

	 	 	400,000.00	 	 	6/28/2005
	 	4/23/2008
	 	USD
	382466 BANK 1
	 	CITY OF ANAHEIM

	 	 	1,000,000.00	 	 	6/28/2005
	 	10/16/2007
	 	USD
	382499 BANK 1
	 	TOWN OF DARIEN/MALLA

	 	 	100,000.00	 	 	6/28/2005
	 	11/05/2007
	 	USD
	382500 BANK 1
	 	WALWORTH CNTY/MALLAR

	 	 	100,000.00	 	 	6/28/2005
	 	11/05/2007
	 	USD
	382509 BANK 1
	 	GARDEN GROVE/TAORMIN

	 	 	878,490.00	 	 	6/28/2005
	 	12/15/2007
	 	USD
	382510 BANK 1
	 	CHIQUITA CANYON

	 	 	1,000,000.00	 	 	6/28/2005
	 	12/16/2007
	 	USD
	382511 BANK 1
	 	COGGINS WASTE (ACUA)

	 	 	205,000.00	 	 	6/28/2005
	 	12/16/2007
	 	USD
	382512 BANK 1
	 	COGGINS WASTE (CMCUA

	 	 	100,000.00	 	 	6/28/2005
	 	12/16/2007
	 	USD
	382514 BANK 1
	 	STAFFORD COUNTY VIRG

	 	 	10,000.00	 	 	6/28/2005
	 	2/04/2008
	 	USD






S-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	LC No.	 	Beneficiary	 	Amount	 	Issue Date	 	Expiration	 	Currency
	382516 BANK 1
	 	CITY OF TAMPA/EAST B

	 	 	72,000.00	 	 	6/28/2005
	 	5/03/2008
	 	USD
	382802 BANK 1
	 	HONEYGO RUN CLOSURE

	 	 	340,850.00	 	 	6/28/2005
	 	3/09/2008
	 	USD
	382803 BANK 1
	 	HONEYGO RUN GRADING

	 	 	30,000.00	 	 	6/28/2005
	 	3/09/2008
	 	USD
	382804 BANK 1
	 	HONEYGO RUN FOREST C

	 	 	14,250.00	 	 	6/28/2005
	 	3/09/2008
	 	USD
	382805 BANK 1
	 	HONEYGO RUN FOREST C

	 	 	96,198.00	 	 	6/28/2005
	 	3/09/2008
	 	USD
	382806 BANK 1
	 	HONEYGO RUN PUBLIC W

	 	 	49,000.00	 	 	6/28/2005
	 	3/09/2008
	 	USD
	382809 BANK 1
	 	FLA COMMUNITY COLLEG

	 	 	25,000.00	 	 	6/28/2005
	 	7/01/2007
	 	USD
	382811 BANK 1
	 	COUNTY OF LOS ANGELE

	 	 	1,000,000.00	 	 	6/28/2005
	 	11/21/2007
	 	USD
	382812 BANK 1
	 	CITY OF CHICAGO

	 	 	5,000.00	 	 	6/28/2005
	 	12/21/2007
	 	USD
	382814 BANK 1
	 	CITY OF CHICAGO

	 	 	5,000.00	 	 	6/28/2005
	 	12/21/2007
	 	USD
	382815 BANK 1
	 	PA DEP

	 	 	10,000.00	 	 	6/28/2005
	 	3/01/2008
	 	USD
	382816 BANK 1
	 	CITY OF PARK RIDGE

	 	 	500,000.00	 	 	6/28/2005
	 	3/22/2008
	 	USD
	382820 BANK 1
	 	ACE USA

	 	 	27,410,000.00	 	 	6/28/2005
	 	8/16/2007
	 	USD
	382822 BANK 1
	 	AUTOMATED POWER EXCH

	 	 	18,000.00	 	 	6/28/2005
	 	2/01/2008
	 	USD
	382823 BANK 1
	 	CITY OF TROY, MICHIG

	 	 	500,000.00	 	 	6/28/2005
	 	1/31/2008
	 	USD
	382824 BANK 1
	 	AMERICAN HOME ASSURA

	 	 	5,000,000.00	 	 	6/28/2005
	 	4/08/2008
	 	USD
	382825 BANK 1
	 	DEPT OF TOXIC WASTE

	 	 	125,000.00	 	 	6/28/2005
	 	5/09/2008
	 	USD
	382826 BANK 1
	 	LA DEPT OF PUBLIC WO

	 	 	10,000.00	 	 	6/28/2005
	 	5/10/2008
	 	USD
	382828 BANK 1
	 	PEEL BRAMTON ONTARIO

	 	 	781,425.82	 	 	6/28/2005
	 	6/25/2007
	 	USD
	382830 BANK 1
	 	INDIAN HARBOR INSURA

	 	 	250,000.00	 	 	6/28/2005
	 	10/01/2007
	 	USD
	382837 BANK 1
	 	WILLIAMS ENVIRONMENT

	 	 	1,750,000.00	 	 	6/28/2005
	 	11/05/2007
	 	USD
	382838 BANK 1
	 	KENTUCKY 2003

	 	 	12,450,942.00	 	 	6/28/2005
	 	6/24/2008
	 	USD
	382840 BANK 1
	 	MONTROSE TOWNSHIP

	 	 	25,000.00	 	 	6/28/2005
	 	7/10/2007
	 	USD
	502652 SUNTRUST
	 	GEORGIA

	 	 	5,192,084.00	 	 	6/28/2005
	 	6/23/2008
	 	USD
	502653 SUNTRUST
	 	GEORGIA

	 	 	2,036,112.00	 	 	6/28/2005
	 	6/23/2008
	 	USD
	502741 SUNTRUST
	 	GEORGIA

	 	 	5,904,723.00	 	 	6/28/2005
	 	6/23/2008
	 	USD
	502802 SUNTRUST
	 	NORTH CAROUNA

	 	 	15,255,000.00	 	 	6/28/2005
	 	6/23/2008
	 	USO
	503019 SUNTRUST
	 	INDIANA

	 	 	10,131,507.00	 	 	6/28/2005
	 	6/23/2008
	 	USD
	840211 SUNTRUST
	 	INDIANA 2002

	 	 	21,529,453.00	 	 	6/28/2005
	 	6/23/2008
	 	USD
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	T00000068011604
	 	BANK OF AMERICA

	 	 	433,576.14	 	 	2/28/2006
	 	3/28/2008
	 	CAD
	T00000068011608
	 	BANK OF AMERICA

	 	 	433,576.14	 	 	2/28/2006
	 	3/28/2008
	 	CAD
	616574 COMERICA
	 	CITY OF SANTA CLARIT

	 	 	20,000.00	 	 	1/20/2006
	 	1/20/2007
	 	USD
	618410 COMERICA
	 	 

	 	 	500,000.00	 	 	3/31/2006
	 	4/01/2007
	 	USD
	621936 COMERICA
	 	ATLANTIC CNTY UTlL A

	 	 	205,000.00	 	 	10/10/2006
	 	12/16/2007
	 	USD
	621944 COMERICA
	 	CITY OF CHICAGO C/O

	 	 	5,000.00	 	 	10/05/2006
	 	12/21/2006
	 	USD
	621945 COMERICA
	 	CITY OF CHICAGO C/O

	 	 	5,000.00	 	 	10/05/2006
	 	12/21/2006
	 	USD
	T00000064039412
	 	BARCLAYS BANK

	 	 	35,000,000.00	 	 	11/30/2006
	 	11/29/2007
	 	USD






S-5









 






Allied Waste

Letters of Credit

As of 12/3/08 4 pm




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing Bank	 	L/C #	 	Beneficiary	 	Amount	 	Exp Date
	BofA
	 	 	1343166	 	 	Waste Industries, LCC / Sampson County LLC

	 	 	3,820,175.00	 	 	07/24/09
	BofA
	 	 	1347002	 	 	CA Game & Fish

	 	 	566,225.00	 	 	04/30/09
	BofA
	 	 	1347007	 	 	US EPA Region 1

	 	 	3,000,000.00	 	 	11/14/09
	BofA
	 	 	1347010	 	 	City of Dallas

	 	 	55,000.00	 	 	12/11/08
	BofA
	 	 	1347017	 	 	City of Chicago

	 	 	1,000,000.00	 	 	02/15/09
	BofA
	 	 	1347020	 	 	City of Chicago

	 	 	20,000,000.00	 	 	02/15/09
	BofA
	 	 	1347021	 	 	MT Dept of Labor

	 	 	150,000.00	 	 	01/17/09
	BofA
	 	 	1347022	 	 	Klickitat County Solid Waste

	 	 	1,000,000.00	 	 	01/30/09
	BofA
	 	 	1347027	 	 	TCEQ

	 	 	38,881,993.00	 	 	04/01/09
	BofA
	 	 	1347033	 	 	CITY OF BOULDER, CO

	 	 	1,500,000.00	 	 	06/10/09
	BofA
	 	 	1347035	 	 	State of NY Worker Comp Board

	 	 	100,000.00	 	 	08/20/09
	BofA
	 	 	1347037	 	 	State of NY Worker Comp Board

	 	 	181,349.00	 	 	08/20/09
	BofA
	 	 	1347038	 	 	Ace/Insurance Co. of NA

	 	 	1,000,000.00	 	 	08/27/09
	BofA
	 	 	1347041	 	 	City of Chicago

	 	 	100,000.00	 	 	01/02/09
	BofA
	 	 	1381037	 	 	National Union Fire Insurance...

	 	 	25,529,615.00	 	 	02/21/09
	BofA
	 	 	64020302	 	 	First Industrial Corp.

	 	 	697,940.00	 	 	11/16/09
	BofA
	 	 	64020304	 	 	CIWMB

	 	 	9,890,102.00	 	 	12/03/09
	BofA
	 	 	64020305	 	 	CIWMB

	 	 	35,970,096.00	 	 	12/03/09
	BofA
	 	 	64020314	 	 	City of New York

	 	 	13,030,000.00	 	 	07/07/09
	BofA
	 	 	64020315	 	 	Waste System Auth of Montgomery Cty

	 	 	255,857.00	 	 	10/09/09
	BofA
	 	 	64020316	 	 	County of Henrico VA

	 	 	244,000.00	 	 	01/30/10
	BofA
	 	 	64020317	 	 	America Intl Speicalty Lines Ins.

	 	 	50,000.00	 	 	03/31/09
	BofA
	 	 	64020318	 	 	City of Hialeah

	 	 	50,000.00	 	 	03/30/09
	BofA
	 	 	64020320	 	 	County of Los Angeles

	 	 	10,000,000.00	 	 	04/30/09
	BofA
	 	 	64020322	 	 	Deutsche Bank

	 	 	34,290,083.00	 	 	01/23/09
	BofA
	 	 	64020323	 	 	Deutsche Bank

	 	 	56,846,685.00	 	 	05/22/09
	BofA
	 	 	64020324	 	 	City of Prior Lake

	 	 	1,000.00	 	 	06/01/09
	BofA
	 	 	64020327	 	 	City of Pasadena

	 	 	47,952.00	 	 	06/30/09
	BofA
	 	 	68028518	 	 	Deutsche Bank

	 	 	15,172,603.00	 	 	08/13/09
	BofA
	 	 	68028519	 	 	Deutsche Bank

	 	 	20,230,137.00	 	 	08/13/09
	BofA
	 	 	68029926	 	 	US Bank

	 	 	10,916,667.00	 	 	10/05/09
	BofA
	 	 	68029927	 	 	US Bank

	 	 	5,304,000.00	 	 	10/15/09
	BofA
	 	 	68031685	 	 	Deutsche Bank

	 	 	72,575,617.00	 	 	11/12/09
	Chase
	 	 	317672	 	 	USEPA — Kansas City

	 	 	350,000.00	 	 	03/31/09
	Chase
	 	 	320762	 	 	City of Chicago

	 	 	100,000.00	 	 	01/02/09
	Chase
	 	P	224017	 	 	National Union Fire Insurance...

	 	 	56,327,260.00	 	 	04/05/09
	Chase
	 	P	224074	 	 	Dept of Toxic Substances Control — CA

	 	 	1,528,666.62	 	 	04/09/09
	Chase
	 	P	224545	 	 	DAKOTA COUNTY

	 	 	26,806.00	 	 	04/25/09
	Chase
	 	P	224548	 	 	City of Bellevue

	 	 	19,548.00	 	 	09/30/09
	Chase
	 	P	224550	 	 	COUNTY OF STAFFORD

	 	 	2,500.00	 	 	01/31/09






S-6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing Bank	 	L/C #	 	Beneficiary	 	Amount	 	Exp Date
	Chase
	 	P	224551	 	 	COUNTY OF LOS ANGELES

	 	 	750,000.00	 	 	01/10/09
	Chase
	 	P	224554	 	 	Fox River Water Reclamation

	 	 	1,500.00	 	 	08/01/09
	Chase
	 	P	224557	 	 	NY State DEC

	 	 	8,924,312.00	 	 	10/01/09
	Chase
	 	P	224560	 	 	NY State DEC

	 	 	54,000.00	 	 	10/15/09
	Chase
	 	P	224568	 	 	NY State DEC

	 	 	1,460,615.00	 	 	10/15/09
	Chase
	 	P	224577	 	 	Contra Costa

	 	 	1,000,000.00	 	 	10/15/09
	Chase
	 	P	224578	 	 	Lewis County Solid Waste

	 	 	50,000.00	 	 	01/31/09
	Chase
	 	P	224579	 	 	Grays Harbor County

	 	 	50,000.00	 	 	01/31/09
	Chase
	 	P	224602	 	 	State of Vermont

	 	 	25,000,000.00	 	 	07/25/09
	Chase
	 	P	224609	 	 	FRANKLIN COUNTY

	 	 	54,007.80	 	 	11/15/09
	Chase
	 	P	224610	 	 	City of Chicago

	 	 	100,000.00	 	 	12/31/08
	Chase
	 	P	224611	 	 	City of Chicago

	 	 	100,000.00	 	 	12/31/08
	Chase
	 	P	224612	 	 	City of Chicago

	 	 	100,000.00	 	 	12/31/08
	Chase
	 	P	224613	 	 	City of Chicago

	 	 	100,000.00	 	 	12/31/08
	Chase
	 	P	224614	 	 	State of Florida, Dept of Labor & Employment Security

	 	 	1,650,000.00	 	 	10/20/09
	Chase
	 	P	224619	 	 	Sharkey Landfill Agreement Group

	 	 	108,411.00	 	 	11/30/09
	Chase
	 	P	224621	 	 	City of Chicago

	 	 	5,000.00	 	 	12/15/08
	Chase
	 	P	224622	 	 	City of Chicago

	 	 	5,000.00	 	 	12/15/08
	Chase
	 	P	224625	 	 	City of Chicago

	 	 	5,000.00	 	 	12/20/08
	Chase
	 	P	224626	 	 	NATL UNION 92/93

	 	 	7,500,000.00	 	 	12/20/08
	Chase
	 	P	224627	 	 	NATL UNION 90/91

	 	 	14,530,000.00	 	 	12/20/08
	Chase
	 	P	224628	 	 	City of Chicago

	 	 	100,000.00	 	 	12/31/08
	Chase
	 	P	224629	 	 	National Union Fire Insurance...

	 	 	71,500,000.00	 	 	01/02/09
	Chase
	 	P	224630	 	 	City of Lomita

	 	 	50,000.00	 	 	03/15/09
	Chase
	 	P	224631	 	 	Yeoman Creek Remediation Group & US EPA

	 	 	3,180,316.00	 	 	11/26/09
	Chase
	 	P	224635	 	 	National Union Fire Insurance...

	 	 	37,000,000.00	 	 	02/01/09
	Chase
	 	P	224636	 	 	Austin

	 	 	2,280,000.00	 	 	01/30/09
	Chase
	 	P	224637	 	 	Insurance Co.of North Ameica

	 	 	251,000.00	 	 	11/01/09
	Chase
	 	P	224645	 	 	Evergreen National Indemnity Company

	 	 	50,093,631.00	 	 	08/01/09
	Chase
	 	P	224646	 	 	Worchester County, MD

	 	 	100,000.00	 	 	11/15/09
	Chase
	 	P	224673	 	 	Wells Fargo

	 	 	1,805,106.00	 	 	04/22/09
	Chase
	 	P	225076	 	 	PA DEP

	 	 	13,689,952.00	 	 	05/02/09
	Chase
	 	P	225077	 	 	National Union Fire Insurance...

	 	 	20,000,000.00	 	 	05/02/09
	Chase
	 	P	225172	 	 	CITY OF MEMPHIS

	 	 	5,653,125.00	 	 	07/01/09
	Chase
	 	P	225173	 	 	Jackson

	 	 	1,500,000.00	 	 	12/31/08
	Chase
	 	P	225175	 	 	AMERICAN HOME ASSURANCE

	 	 	830,000.00	 	 	05/01/09
	Chase
	 	P	225176	 	 	LASALLE BANK

	 	 	27,291,667.00	 	 	07/15/09
	Chase
	 	P	225177	 	 	LASALLE BANK

	 	 	9,279,166.78	 	 	07/15/09
	Chase
	 	P	225428	 	 	State of MN Dept of Commerce

	 	 	891,100.00	 	 	05/13/09
	Chase
	 	P	225429	 	 	State of NY Worker Comp Board

	 	 	495,356.00	 	 	05/13/09
	Chase
	 	P	225430	 	 	State of CA, Dept. of Industrial Relations, Selfns.

	 	 	220,000.00	 	 	07/01/09
	Chase
	 	P	233219	 	 	MO DES

	 	 	340,400.00	 	 	03/28/09
	Chase
	 	SLT	321185	 	 	US Bank

	 	 	20,100,345.21	 	 	03/28/12
	Chase
	 	TPTS	265733	 	 	Deutsche Bank

	 	 	10,115,068.00	 	 	12/14/08
	Chase
	 	TPTS	265735	 	 	Deutsche Bank

	 	 	30,345,205.00	 	 	12/14/08
	PNC
	 	 	18104599	 	 	City of Hawthorne

	 	 	1,500,000.00	 	 	04/30/09






S-7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing Bank	 	L/C #	 	Beneficiary	 	Amount	 	Exp Date
	PNC
	 	 	18107683	 	 	LA DEQ

	 	 	13,708,800.00	 	 	09/05/09
	Scotia
	 	S	18572/244777	 	 	Scotia Bank

	 	 	25,000,000.00	 	 	01/10/09
	Wells Fargo
	 	NZS	459525	 	 	WA Dept of Labor

	 	 	459,000.00	 	 	10/01/09
	Wells Fargo
	 	NZS	513075	 	 	Selfnsurance TX workers Comp

	 	 	500,000.00	 	 	09/18/09
	Wells Fargo
	 	NZS	900144	 	 	City of Elk Grove CA

	 	 	300,000.00	 	 	03/10/09
	Wells Fargo
	 	NZS	900145	 	 	City of Elk Grove CA

	 	 	900,000.00	 	 	03/10/09
	Wells Fargo
	 	NZS	900159	 	 	CIWMB

	 	 	26,606,040.00	 	 	03/12/09
	Wells Fargo
	 	NZS	900161	 	 	AZ DEQ

	 	 	1,394,484.00	 	 	03/10/09
	Wells Fargo
	 	NZS	900192	 	 	CA Game & Fish

	 	 	916,777.00	 	 	03/31/09
	Wells Fargo
	 	NZS	900234	 	 	City of Urbana IL

	 	 	20,000.00	 	 	03/31/09
	Wells Fargo
	 	NZS	900279	 	 	MI DEQ

	 	 	648,147.00	 	 	04/14/09
	Wells Fargo
	 	NZS	901057	 	 	CIWMB

	 	 	7,713,279.00	 	 	12/03/09
	Wells Fargo
	 	NZS	901059	 	 	CIWMB

	 	 	26,007,386.00	 	 	12/03/09
	Wells Fargo
	 	NZS	901060	 	 	CIWMB

	 	 	25,956,653.00	 	 	12/03/09
	Wells Fargo
	 	NZS	901960	 	 	Village of Wauconda, IL

	 	 	750,000.00	 	 	09/15/09
	Wells Fargo
	 	NZS	902409	 	 	City of Santa Clarita

	 	 	20,000.00	 	 	03/21/09
	Wells Fargo
	 	NZS	904702	 	 	Wayne County (MI)

	 	 	100,000.00	 	 	08/01/09
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 

	 	 	941,971,726.41	 	 	 








S-8









 








SCHEDULE 5.07




ERISA MATTERS




None.



S-9









 





SCHEDULE 5.12




ENVIRONMENTAL MATTERS




None.



S-10









 





SCHEDULE 5.16




SUBSIDIARIES AND MINORITY INTERESTS




Part (a) — Subsidiaries




623 Landfill, Inc.

A-Best Disposal, Inc.*

Abilene Landfill TX, LP

Ace Disposal Services, Inc.*

Action Disposal, Inc.

Ada County Development Company, Inc.

A D A J Corporation

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 Receivables Funding Incorporated*†

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. (Parent)

Allied Waste Landfill Holdings, Inc.

Allied Waste Niagara Falls Landfill, LLC

Allied Waste North America, Inc.




S-11









 





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 of Ponce, Inc.*†

Allied Waste of Puerto Rico, Inc.*†

Allied Waste Recycling Services of New Hampshire, LLC

Allied Waste Rural Sanitation, Inc.

Allied Waste Services of Bullhead City, Inc.

Allied Waste Services of Colorado, Inc.

Allied Waste Services of Lake Havasu City, Inc.

Allied Waste Services of Massachusetts, LLC

Allied Waste Services of Mesa, Inc.

Allied Waste Services of North America, LLC

Allied Waste Services of Page, Inc.

Allied Waste Services of Phoenix, Inc.

Allied Waste Services of Stillwater, Inc.

Allied Waste Services of Yuma, 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.

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.




S-12









 





American Disposal Transfer Services of Illinois, Inc.

American Materials Recycling Corp.

American Sanitation, Inc.

American Transfer Company, Inc.

Anderson Regional Landfill, LLC

Anderson Solid Waste, Inc.*

Anson County Landfill NC, LLC

Apache Junction Landfill Corporation

Arbor Hills Holdings, LLC*

Arc Disposal Company, Inc.

Area Disposal, Inc.

Ariana, LLC

Astro Waste Services, Inc.*

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

Barker Brothers, Inc.*

Bay Collection Services, Inc.

Bay Environmental Management, Inc.

Bay Landfills, Inc.

Bay Leasing Company, Inc.

BBCO, Inc.

Belleville Landfill, Inc.

Benson Valley Landfill General Partnership

Benton County Development Company

Berkeley Sanitary Service, Inc.

Berrien County Landfill, Inc.*

BFGSI, L.L.C.

BFI Argentina, S.A.*

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 Energy Systems of Southeastern Connecticut, Limited Partnership




S-13









 





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 Texas, LP

BFI Transfer Systems of Virginia, LLC

BFI Waste Services of Indiana, LP

BFI Waste Services of Pennsylvania, LLC

BFI Waste Services of Tennessee, LLC

BFI Waste Services of Texas, LP

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 Indiana, LP

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.

Blue Ridge Landfill General Partnership

Blue Ridge Landfill TX, LP

Bom Ambiente Insurance Company*

Bom Ambiente, Ltd.*†

Bond County Landfill, Inc.

Borrego Landfill, Inc.

Borrow Pit Corp.

Brenham Total Roll-Offs, LP

Brickyard Disposal & Recycling, Inc.

Bridgeton Landfill, LLC




S-14









 





Bridgeton Transfer Station, LLC

Browning-Ferris Financial Services, Inc.

Browning-Ferris Industries Argentina, S.A.*

Browning-Ferris Industries Chemical Services, Inc.

Browning-Ferris Industries de Mexico, S.A. de C.V.*

Browning-Ferris Industries Energy Systems of Boston, Inc.*†

Browning-Ferris Industries Energy Systems of Plymouth, Inc.*†

Browning-Ferris Industries Europe, Inc.*†

Browning-Ferris Industries of Asia Pacific, 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 Services Group, Inc.*†

Browning-Ferris Industries Trans River (LP), 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 Service Incorporated*

Calvert Trash Systems, Incorporated

Camelot Landfill TX, LP

Capital Waste & Recycling, Inc.*

Capitol Recycling and Disposal, Inc.

Carbon Limestone Landfill, LLC

Cave Creek Transfer Station, Inc.

CC Landfill, Inc.

CECOS International, Inc.

Cefe Landfill TX, LP

Celina Landfill, Inc.

Central Arizona Transfer, Inc.

Central Sanitary Landfill, Inc.

Central Virginia Properties, LLC

Chambers Development of North Carolina, Inc.

Charter Evaporation Resource Recovery Systems

Cherokee Run Landfill, Inc.

Chilton Landfill, LLC

Citizens Disposal, Inc.




S-15









 





City-Star Services, Inc.

Clarkston Disposal, Inc.

Clinton County Landfill Partnership

Cocopah Landfill, Inc.

Commercial Reassurance Limited*

Compactor Rental Systems of Delaware, Inc.

Consolidated Disposal Service, L.L.C.

Consolidated Processing, Inc.*†

Continental Waste Industries — Gary, Inc.*†

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.

County Line Landfill Partnership

Courtney Ridge Landfill, LLC

Covington Waste, Inc.*

Crescent Acres Landfill, LLC

Crockett Sanitary Service, Inc.

Crow Landfill TX, L.P.

Cumberland County Development Company, LLC

CWI of Florida, Inc.*

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.

Desarrollo del Rancho La Gloria TX, LP

Dinverno, Inc.

DTC Management, Inc.

E & P Investment Corporation*

E Leasing Company, LLC

Eagle Industries Leasing, Inc.

East Chicago Compost Facility, Inc.

ECDC Environmental of Humboldt County, Inc.

ECDC Environmental, L.C.




S-16









 





ECDC Holdings, Inc.

El Centro Landfill, L.P.

Elder Creek Transfer & Recovery, Inc.

Ellis County Landfill TX, LP

Ellis Scott Landfill MO, LLC

Envirocycle, Inc.

Environmental Development Corp. [DE]

Environmental Development Corp.[PR]*†

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

Fort Worth Landfill TX, LP

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.

Frontier Waste Services, L.P.

G. Van Dyken Disposal Inc.

Galveston County Landfill TX, LP

Gateway Landfill, LLC

GEK, Inc.

General Refuse Rolloff Corp.

General Refuse Service of Ohio, L.L.C.

Georgia Recycling Services, Inc.

Giles Road Landfill TX, LP

Global Indemnity Assurance Company*†

Golden Bear Transfer Services, Inc.

Golden Triangle Landfill TX, LP

Golden Waste Disposal, Inc.

Grants Pass Sanitation, Inc.

Great Lakes Disposal Service, Inc.

Great Plains Landfill OK, LLC

Green Valley Landfill General Partnership

Greenridge Reclamation, LLC

Greenridge Waste Services, LLC

Greenwood Landfill TX, LP

Gulf West Landfill TX, LP

Gulfcoast Waste Service, Inc.

H Leasing Company, LLC




S-17









 





Hancock County Development Company, LLC

Harland’s Sanitary Landfill, Inc.

Harrison County Landfill, LLC

HMD Waste, L.L.C.*

Honeygo Run Reclamation Center, Inc.

Hyder Waste Container, Inc.*

Illiana Disposal Partnership

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.

Itasca Landfill TX, LP

Jackson County Landfill, LLC

Jasper County Development Company Partnership

Jefferson City Landfill, LLC

Jefferson Parish Development Company, LLC

Jetter Disposal, Inc.

K & K Trash Removal, Inc.*

Kandel Enterprises, LLC

Kankakee Quarry, Inc.

Keller Canyon Landfill Company

Keller Drop Box, Inc.

Kent-Meridian Disposal Company*†

Kerrville Landfill TX, LP

Key Waste Indiana Partnership

La Cañada Disposal Company, Inc.

Lake County C & D Development Partnership

Lake Havasu LF Services, Inc.

Lake Norman Landfill, Inc.

LandComp Corporation

Lathrop Sunrise Sanitation Corporation

Lee County Landfill SC LLC

Lee County Landfill, Inc.

Lemons Landfill, LLC

Lewisville Landfill TX, LP

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.




S-18









 





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.

Mars Road TX, LP

McCarty Road Landfill TX, LP

McCusker Recycling, Inc.

McInnis Waste Systems, Inc.

Menands Environmental Solutions, LLC

Mesa Disposal, Inc.

Mesquite Landfill TX, LP

Mexia Landfill TX, LP

M-G Disposal Service, LLC*

Midway Development Company, Inc.

Mississippi Waste Paper Company

Missouri City Landfill, LLC

Modern-Mallard Energy, LLC*†

Morehead Landfill General Partnership

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.

Newton County Landfill Partnership

Noble Road Landfill, Inc.

Northeast Landfill, LLC

Northlake Transfer, Inc.

Northwest Tennessee Disposal Corporation

Oakland Heights Development, Inc.

Obscurity Land Development, LLC

Oceanside Waste and Recycling Services

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.

Panama Road Landfill, TX, L.P.




S-19









 





Paradise Waste TS, Inc.

Peltier Real Estate Company

Peninsula Waste Systems, LLC*

Perdomo & Sons, Inc.

Perdomo/BLT Enterprises, LLC*

Pinal County Landfill Corp.

Pine Bend Holdings, LLC*

Pine Hill Farms Landfill TX, LP

Pinecrest Landfill OK, LLC

Pittsburg County Landfill, Inc.

Pleasant Oaks Landfill TX, LP

Polk County Landfill, LLC

Port Clinton Landfill, Inc.

Portable Storage Co.

Potrero Hills Landfill, Inc.

Preble County Landfill, Inc.

Price & Sons Recycling Company

Prichard Landfill Corporation*†

Prince George’s County Landfill, LLC

R.C. Miller Enterprises, Inc.

R.C. Miller Refuse Service Inc.

Rabanco Companies

Rabanco Recycling, Inc.

Rabanco, Ltd.

Ramona Landfill, Inc.

RCS, Inc.

Ref-Fuel Canda Ltd.*

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 Financial, Limited Partnership

Republic Services Group, LLC

Republic Services Holding Company, Inc.

Republic Services of Arizona Hauling, LLC

Republic Services of Buffalo, LLC*

Republic Services of California Holding Company, Inc.

Republic Services of California I, LLC

Republic Services of California II, LLC

Republic Services of Canada, Inc.*

Republic Services of Colorado Hauling, LLC

Republic Services of Colorado I, LLC

Republic Services of Florida GP, Inc.

Republic Services of Florida LP, Inc.




S-20









 





Republic Services of Florida, Limited Partnership

Republic Services of Georgia GP, LLC

Republic Services of Georgia LP, LLC

Republic Services of Georgia, Limited Partnership

Republic Services of Indiana LP, Inc.

Republic Services of Indiana Transportation, LLC

Republic Services of Indiana, Limited Partnership

Republic Services of Kentucky, LLC

Republic Services of Maryland, 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 Tennessee, LLC*

Republic Services of Virginia, LLC

Republic Services of Wisconsin GP, LLC

Republic Services of Wisconsin LP, LLC

Republic Services of Wisconsin, Limited Partnership

Republic Services Real Estate Holding, Inc.

Republic Services Risk Management, Inc.*†

Republic Services Vasco Road, LLC

Republic Silver State Disposal, Inc.

Republic Transportation Services of Canada, Inc.

Republic Waste Services of Southern California, LLC

Republic Waste Services of Texas GP, Inc.

Republic Waste Services of Texas LP, Inc.

Republic Waste Services of Texas, Ltd.

Republic Waste, Limited Partnership*

Resource Recovery, Inc.

RI/Alameda Corp.

Richmond Sanitary Service, Inc.

Rio Grande Valley Landfill TX, LP

Risk Services, Inc.




S-21









 





RITM, LLC

Rock Road Industries, Inc.

Roosevelt Associates*†

Ross Bros. Waste & Recycling Co.

Rossman Sanitary Service, Inc.

Roxana Landfill, Inc.

Royal Holdings, Inc.

Royal Oaks Landfill TX, LP

RS Merger Wedge, Inc.*

RSG Cayman Group, Inc.*†

Rubbish Control, LLC

RWS Transport, L.P.

S & S Recycling, Inc.

S Leasing Company, LLC

Saguaro National Captive Insurance Company*†

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.

Sanifill, Inc.*

Sanitary Disposal Service, Inc.

Sauk Trail Development, Inc.

Schofield Corporation of Orlando

Show-Me Landfill, LLC

Shred — All Recycling Systems Inc.

Solano Garbage Company

Source Recycling, Inc.

South Central Texas Land Co. TX, LP

South Trans, Inc.*

Southeast Landfill, LLC

Southern Illinois Regional Landfill, Inc.

Southwest Landfill TX, LP

Springfield Environmental General Partnership

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. [DE]

Suburban Transfer, Inc. [IL]

Suburban Warehouse, Inc.

Summit Waste Systems, Inc.

Sunrise Sanitation Service, Inc.




S-22









 





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.

Tessman Road Landfill TX, LP

The Ecology Group, Inc.

Thomas Disposal Service, Inc.

Tippecanoe County Waste Services Partnership

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

Turkey Creek Landfill TX, LP

United Disposal Service, Inc.

Upper Rock Island County Landfill, Inc.

Valley Landfills, Inc.

VHG, Inc.*

Victoria Landfill TX, LP

Vining Disposal Service, Inc.

Warner Hill Development Company*

Warrick County Development Company

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.

Whispering Pines Landfill TX, LP

Willamette Resources, Inc.

Williams County Landfill Inc.

Willow Ridge Landfill, LLC

Wilshire Disposal Services, Inc.*

WJR Environmental, Inc.




S-23









 





Woodlake Sanitary Service, Inc.

Zakaroff Services






 




			
	*	 	All Subsidiaries, other than those marked with an asterisk, are Material Subsidiaries.
	 
	† 	 	All Excluded Subsidiaries are marked with a cross.




Part (b) — Minority Interests




572060 B.C., Ltd.*

BFGSI Series 1997 — A Trust

Champlin Refuse, Inc.*

Congress Development Co.*

EcoSort, L.L.C.*

Evergreen National Indemnity Company*

Foothill Sanitary Landfill, Inc.*

Marion Resource Recovery Facility, LLC*

Minneapolis Refuse, Incorporated*




S-24









 





SCHEDULE 7.02




EXISTING LIENS



Delaware Secretary of State



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Carter Machinery Co.,
Inc., as secured party, filed under file number 42154963 on August 2, 2004.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Toyota Motor Credit
Corporation, as secured party, filed under file number 42198184 on August 5, 2004.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Carter Machinery Co.,
Inc., as secured party, filed under file number 42254516 on August 11, 2004.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Marlin Leasing Corp., as
secured party, filed under file number 42624940 on September 20, 2004.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and CIT Communications Finance
Corporation, as secured party, filed under file number 43031848 on October 27, 2004.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Rudd Equipment Company, as
secured party, filed under file number 51086397 on April 4, 2005.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Sitec Business Services as
secured party, filed under file number 53329985 on October 26, 2005.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and US Express Leasing, Inc.,
as secured party, filed under file number 61908615 on June 6, 2006.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Cisco Systems Capital
Corporation, as secured party, filed under file number 62381184 on July 11, 2006.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Marlin Leasing Corp., as
secured party, filed under file number 64550471 on December 28, 2006.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and GreatAmerica Leasing
Corporation, as secured party, filed under file number 20071566909 on April 26, 2007.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Cashman Equip Rental Co.,
as secured party, filed under file number 20072139003 on June 7, 2007.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Marlin Leasing Corp., as
secured party, filed under file number 20072172434 on June 11, 2007.




S-25









 







UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and US Bancorp, as secured
party, filed under file number 20074192638 on November 2, 2007.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and US Bancorp, as secured
party, filed under file number 20080975753 on March 20, 2008.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Marlin Leasing Corp., as
secured party, filed under file number 20081762978 on May 22, 2008.



UCC-1 Financing Statement naming Consolidated Disposal Service, LLC, as debtor, and US Bancorp, as
secured party, filed under file number 20081165727 on April 3, 2008.



UCC-1 Financing Statement naming Modern-Mallard Energy, LLC, as debtor, and Caterpillar Financial
Services Corp., as secured party, filed under file number 62030799 on June 14, 2006.



UCC-1 Financing Statement naming Modern-Mallard Energy, LLC, as debtor, and Caterpillar Financial
Services Corp., as secured party, filed under file number 62031128 on June 14, 2006.



UCC-1 Financing Statement naming Modern-Mallard Energy, LLC, as debtor, and Caterpillar Financial
Services Corp., as secured party, filed under file number 62031243 on June 14, 2006.



UCC-1 Financing Statement naming Modern-Mallard Energy, LLC, as debtor, and Caterpillar Financial
Services Corp., as secured party, filed under file number 62031284 on June 14, 2006.



UCC-1 Financing Statement naming Modern-Mallard Energy, LLC, as debtor, and Caterpillar Financial
Services Corp., as secured party, filed under file number 62031342 on June 14, 2006.



UCC-1 Financing Statement naming Republic Services of Florida LP, Inc., as debtor, and US Bancorp,
as secured party, filed under file number 20072832136 on July 26, 2007.



UCC-1 Financing Statement naming Republic Services of Florida LP, Inc., as debtor, and US Bancorp,
as secured party, filed under file number 20080474849 on February 7, 2008.



UCC-1 Financing Statement naming Republic Services of Florida, Limited Partnership, as debtor, and
FleetPride, Inc., as secured party, filed under file number 22363491 on September 19, 2002 (with a
continuation statement filed on July 27, 2007).



UCC-1 Financing Statement naming Republic Services of Florida, Limited Partnership, as debtor, and
CitiCorp Leasing, Inc., as secured party, filed under file number 40640971 on March 5, 2004.



UCC-1 Financing Statement naming Republic Services of Florida, Limited Partnership, as debtor,
and US Bancorp, as secured party, filed under file number 20080730539 on February 28, 2008.





S-26









 







UCC-1 Financing Statement naming Republic Services of Georgia, Limited Partnership, as debtor, and
US Bancorp, as secured party, filed under file number 20073719217 on October 2, 2007.



UCC-1 Financing Statement naming Republic Services of Indiana, Limited Partnership, as debtor, and
Inter-Tel Leasing, Inc., as secured party, filed under file number 63259207 on September 21, 2006.



UCC-1 Financing Statement naming Republic Services of South Carolina, LLC, as debtor, and Blanchard
Machinery Company, as secured party, filed under file number 42817767 on October 7, 2004.



UCC-1 Financing Statement naming Republic Services of South Carolina, LLC, as debtor, and US
Bancorp, as secured party, filed under file number 20081779097 on May 22, 2008.



UCC-1 Financing Statement naming Republic Services of South Carolina, LLC, as debtor, and US
Bancorp, as secured party, filed under file number 20081794229 on May 23, 2008.



UCC-1 Financing Statement naming Republic Services of Wisconsin LP, LLC, as debtor, and US Bancorp,
as secured party, filed under file number 20073094975 on August 14, 2007.



Florida — Secured Transaction Registry



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and Citicorp Vendor Finance,
Inc., as secured party, filed under file number 200100074422 on April 5, 2001 (with a continuation
statement filed on April 5, 2006).



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and CIT Communications Finance
Corporation, as secured party, filed under file number 200304802466 on August 26, 2003.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and US Bancorp, as secured
party, filed under file number 20060409881 on November 9, 2006.



UCC-1 Financing Statement naming Republic Services, Inc., as debtor, and US Bancorp as secured
party, filed under file number 200704716486 on February 1, 2007.



Judgment Lien, naming Republic Services, Inc., as debtor, and Velocity Investments, LLC, as
creditor, filed under file number J07000407216 on December 12, 2007 in the amount of $9,524.48.





S-27









 







California Secretary of State



UCC-1 Financing Statement naming Potrero Hills Landfill, Inc., as debtor, and United Rentals
Northwest, Inc., as secured party, filed under file number 08-7142219569 on January 3, 2008.



UCC-1 Financing Statement naming Patrero Hills Landfill, Inc., as debtor, and United Rentals
Northwest, Inc., as secured party, filed under file number 08-714220591 on January 3, 2008.



UCC-1 Financing Statement naming Solano Garbage Company, as debtor, and US Bancorp, as secured
party, filed under file number 08-7159773148 on May 30, 2008.



Michigan Department of State



UCC-1 Financing Statement naming FLL, Inc., as debtor, and Wolverine Tractor & Equipment Co., as
secured party, filed under file number 2004223312-0 on November 15, 2004.



UCC-1 Financing Statement naming FLL, Inc., as debtor, and Michigan Tractor and Machinery Co., as
secured party, filed under file number 2006091795-6 on May 19, 2006.



UCC-1 Financing Statement naming Reliable Disposal, Inc., as debtor, and Ervin Leasing Company, as
secured party, filed under file number 2005099327-1 on June 1, 2005.



UCC-1 Financing Statement naming Reliable Disposal, Inc., as debtor, and Ervin Leasing Company, as
secured party, filed under file number 2005099328-3 on June 1, 2005.



UCC-1 Financing Statement naming Reliable Disposal, Inc., as debtor, and US Bancorp, as secured
party, filed under file number 2008129227-2 on August 15, 2008.



Kentucky Secretary of State



UCC-1 Financing Statement naming Republic Services of Kentucky, LLC, as debtor, and US Bancorp, as
secured party, filed under file number 2008-2318717-99 on May 19, 2008.



Virginia State Corporation Commission



UCC-1 Financing Statement naming 623 Landfill, Inc., as debtor, and Carter Machinery Co., Inc., as
secured party, filed under file number 0311067013-5 on November 16, 2003.



UCC-1 Financing Statement naming Republic Services of Virginia, LLC, as debtor, and CIT
Communications Finance Corp., as secured party, filed under file number 0410287371-9 on October 28,
2004.





S-28









 







Tennessee Secretary of State



UCC-1 Financing Statement naming Barker Brothers Waste Incorporated, as debtor, and Fork Lift Tires
of West Tennessee, as secured party, filed under file number 104-060764 on November 5, 2004.



Nevada Secretary of State



UCC-1 Financing Statement naming Republic Silver State Disposal, Inc., as debtor, and Wells Fargo
Financial Leasing, Inc., as secured party, filed under file number 2004002009-0 on January 21,
2004.



UCC-1 Financing Statement naming Republic Silver State Disposal, Inc., as debtor, and Wells Fargo
Financial Leasing, Inc., as secured party, filed under file number 2004017781-3 on June 7, 2004.



Maryland Department of Assessments and Taxation



UCC-1 Financing Statement naming Honeygo Run Reclamation Center, Inc., as debtor, and United
Rentals, Inc., as secured party, filed under file number 181298617 on March 6, 2007.



Ohio Secretary of State



UCC-1 Financing Statement naming Republic Services of Ohio III, LLC, as debtor, and GFC Leasing, as
secured party, filed under file number OH00084527177 on December 14, 2004.



Illinois Secretary of State



UCC-1 Financing Statement naming ARC Disposal Company, Inc., as debtor, and GFC Leasing, as secured
party, filed under file number 08952205 on August 3, 2004.



UCC-1 Financing Statement naming ARC Disposal Company, Inc., as debtor, and GFC Leasing, as secured
party, filed under file number 11275990 on August 24, 2006.



UCC-1 Financing Statement naming ARC Disposal & Recycling Company, Inc., as debtor, and US Bancorp,
as secured party, filed under file number 13251711 on May 14, 2008.





S-29











 





Texas Secretary of State



UCC-1 Financing Statement naming Republic Waste Services of Texas, Ltd., as debtor, and Hoss
equipment Co., as secured party, filed under file number 06-0000932787 on January 10, 2006.




Deeds of Trust





	1.	 	Deed of Trust and Fixture Filing, made as of October 1, 2006, by Allied Waste Transfer
Services of California, LLC in favor of First American Title Insurance Company and Saguaro
National Captive Insurance Company (“Saguaro”), with regard to real property in the County of
Los Angeles, securing the Promissory Note, dated October 1, 2006 by Awin Management, Inc.
payable to Saguaro.
	 
	2.	 	Indemnity Deed of Trust and Fixture Filing, made as of October 1, 2006, by Browning-Ferris,
Inc. in favor of First American Title Insurance Company and Saguaro, with regard to real
property in the County of Baltimore, securing the Promissory Note dated October 1, 2006 by
Awin Management, Inc. payable to Saguaro.
	 
	3.	 	Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing,
effective as of June 1, 2004, by Browning-Ferris Industries of Ohio, Inc. in favor of Saguaro,
with regard to real property in Mahoning County, Ohio, securing the Promissory Note dated June
1, 2004 by Awin Management, Inc. to Saguaro.
	 
	4.	 	Trust Deed, made on June 1, 2003, by Valley Landfills, Inc. in favor of Saguaro, with regard
to real property in Benton County, Oregon, securing the Promissory Note dated June 1, 2003 by
Valley Landfills, Inc. to Saguaro.
	 
	5.	 	Deed of Trust Assignment of Leases and Rents, Security Agreement and Fixture Filing, made as
of June 1, 2002, by BFI Waste Systems of North America, Inc. in favor of Dean Z. Pamphilis, as
Trustee, and Saguaro, with regard to real property located in Hidalgo County, Texas, securing
the Promissory Note dated June 1, 2002 by Awin Management, Inc. to Saguaro.
	 
	6.	 	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing made as
of November 1, 2008 with respect to the real property known as 7th Street, Phoenix,
AZ, Tax Parcel ID numbers 112-33-041, 112-33-042, 112-33-043, 112-33-044, 112-33-045,
112-33-081, 112-40-002, 112-40-004.
	 
	7.	 	Mortgage and Security Agreement, Assignment of Leases and Rents and Fixture Filing made as of
November 1, 2008 with respect to real property known as 920 East 132nd Street,
Bronx, New York, Tax Parcel ID numbers 02583-00050, 02583-00062 and 02596-00060.
	 
	8.	 	Existing Liens in favor of Saguaro related to real estate subject to sale-leaseback
arrangements.





The Liens in items 1 through 8 above are referred to as the “Saguaro Liens”.




S-30









 




The following additional Liens are on record:




ACTION DISPOSAL, INC.




Texas Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 9300210812

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Financial
Federal Credit Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-93
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Partial Release: # 9400649510
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-21-94
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 9800657299
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-04-98
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 0200011063
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-14-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 0400456562
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-22-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 0400463732
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-29-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 9900140380
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Financial
Federal Credit Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-12-99
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 0200011307
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-14-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 0400688588
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-21-04
	 	 	 	 	 	 	 	 	 	 






S-31









 






AGRI-TECH, INC. OF OREGON




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 7787219

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7787219-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-32









 






ALBANY—LEBANON SANITATION, INC.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711796

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711796-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790381
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790381-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-33









 






ALLIED SERVICES, LLC




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 61538966

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: GreatAmerica Leasing 

Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-08-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4190962
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1858339
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-34









 






ALLIED WASTE INDUSTRIES (ARIZONA), INC.




Arizona Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200413023480

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: CIT Technology
Financing Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-24-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200715118882
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-15-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200715118882
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-35









 






ALLIED WASTE INDUSTRIES, INC.




Arizona Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200513639419

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: RDO Equipment Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-04-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200614255022
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Savin Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-16-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200815411540
	 	 	 	 	 	 	 	 	 	 
	Secured Party: FleetPride, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-28-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200815431691
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-10-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200815431726
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-10-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200815431737
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-10-08
	 	 	 	 	 	 	 	 	 	 






Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 31265092

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Marlin Leasing Corp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-19-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2008 1371291
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-21-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 40165862
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Banc One Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-21-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 40165995
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Banc One Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-21-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 40460941
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Banc One Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-19-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 40486748
	 	 	 	 	 	 	 	 	 	 
	Secured Party: CIT Technology Financing
Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-23-04
	 	 	 	 	 	 	 	 	 	 






S-36









 






	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 40696783
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Banc One Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 62266351
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-30-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41961558
	 	 	 	 	 	 	 	 	 	 
	Secured Party: IBM Credit LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-13-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 42579102
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Stearns Bank N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-08-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 50243858
	 	 	 	 	 	 	 	 	 	 
	Secured Party: IBM Credit LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-21-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 51349811
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RDO Equipment Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-03-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 61868165
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Savin Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-31-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 62552180
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Express Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-24-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 62714053
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Dolphin Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-04-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 64164612
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Banc of America Leasing &
Capital, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-30-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 64443859
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Marlin Leasing Corp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-06
	 	 	 	 	 	 	 	 	 	 






S-37









 






	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007 3036638
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RDO Equipment Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-09-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 2007 3759114
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-04-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4561337
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-04-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4785332
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-18-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4794284
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4794367
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4794607
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4794664
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4794821
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 1705480
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RDO Equipment Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-16-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 2000790
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-11-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 2043881
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Linder Industrial Machinery 

Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-16-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 2168886
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-24-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 2203162
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-26-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 2221511
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-27-08
	 	 	 	 	 	 	 	 	 	 






S-38









 






ALLIED WASTE NIAGARA FALLS LANDFILL, LLC




New York Department of State



Other Search Criteria: Abstracting only. Search completed by the client and results abstracted based on material provided.




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 10-29-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200711010850901

	 	N/A
	 	N/A
	 	N/A	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200806020389385
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-39









 






ALLIED WASTE NORTH AMERICA, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 50385428

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: General Electric Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-03-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 50663311
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General Electric Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-02-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 53021129
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General Electric Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-29-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 63589785
	 	 	 	 	 	 	 	 	 	 
	Secured Party: United Rentals (North America), Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-17-06
	 	 	 	 	 	 	 	 	 	 
	 
	Termination: # 2007 0093012
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-09-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 1573616
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Mission Economic Development 

Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-26-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4899588
	 	 	 	 	 	 	 	 	 	 
	Secured Party: North American Communications
Resource, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-28-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 1765617
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Mission Economic Development 

Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-22-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 1993714
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-11-08
	 	 	 	 	 	 	 	 	 	 






S-40









 






ALLIED WASTE SYSTEMS, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 20100051

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Bridgestone/Firestone, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 63753282
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-10-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 20101158
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64139838
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-08-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 20101166
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64139333
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-08-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 20101182
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64139093
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-08-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 20101190
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64139028
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-08-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 20359640
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-18-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64140216
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-08-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64513610
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-18-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41668286
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-17-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 50654047
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General Electric
	 	 	 	 	 	 	 	 	 	 
	Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-01-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 52127703
	 	 	 	 	 	 	 	 	 	 
	Secured Party: California First
	 	 	 	 	 	 	 	 	 	 
	Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-11-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 52905488
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-20-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 52991280
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-22-05
	 	 	 	 	 	 	 	 	 	 






S-41









 






	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 53490860
	 	 	 	 	 	 	 	 	 	 
	Secured Party: California First
	 	 	 	 	 	 	 	 	 	 
	Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-09-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 53538890
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Beckwith Machinery Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-15-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 60515353
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Ervin Leasing Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-03-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 61534817
	 	 	 	 	 	 	 	 	 	 
	Secured Party: California First
	 	 	 	 	 	 	 	 	 	 
	Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-05-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 61652676
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-16-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 64233052
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RBS Asset Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-05-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 0021302
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RBS Asset Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-03-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 0859578
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-07-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 0859669
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-07-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 2301595
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RBS Asset Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-18-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 2301603
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RBS Asset Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-18-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191663
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2008 1858206
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4427810
	 	 	 	 	 	 	 	 	 	 
	Secured Party: CIT Communications
	 	 	 	 	 	 	 	 	 	 
	Finance Corp.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-20-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 0102192
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General Electric
	 	 	 	 	 	 	 	 	 	 
	Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-09-08
	 	 	 	 	 	 	 	 	 	 






S-42









 






	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2008 0476000
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-08-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 1697034
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone
	 	 	 	 	 	 	 	 	 	 
	North America Tire
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-12-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 3053335
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-10-08
	 	 	 	 	 	 	 	 	 	 






S-43









 






ALLIED WASTE TRANSFER SERVICES OF NEW YORK, LLC




New York Department of State



Other Search Criteria: Abstracting only. Search completed by the client and results abstracted based on material provided.




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 10-29-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200711010850886

	 	N/A
	 	N/A
	 	N/A 	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200806020389347
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-44









 






ALLIED WASTE TRANSPORTATION, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007 4191119

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857992
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4559760
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-03-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4559778
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-03-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 2701363
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-06-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2008 2737433
	 	 	 	 	 	 	 	 	 	 
	Secured Party: CIT Communications Finance 

Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-11-08
	 	 	 	 	 	 	 	 	 	 






S-45









 






AMERICAN DISPOSAL SERVICES OF ILLINOIS, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 42794917

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191622
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857935
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-46









 






AMERICAN DISPOSAL SERVICES OF KANSAS, INC.




Kansas Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6422323

	 	N/A
	 	N/A
	 	N/A 	 	N/A	 	N/A 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 6495345
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-47









 






AMERICAN DISPOSAL SERVICES OF MISSOURI, INC.




Oklahoma Oklahoma County Clerk, Central Filing Office




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2002000853727

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Bridgestone/Firestone
N.
	 	 	 	 	 	 	 	 	 	 
	American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-18-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2006014941936
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2004012341421
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-07-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # A2008006251832
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007013276028
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # T2008006251529
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-48









 






AMERICAN DISPOSAL SERVICES OF WEST VIRGINIA, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 42794768

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 42863340
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191465
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857869
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-49









 






AMERICAN TRANSFER COMPANY, INC.




New York Department of State



Other Search Criteria: Abstracting only. Search completed by the client and results abstracted based on material provided.




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 10-29-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 139024

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Citicorp USA, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-29-98
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 161617
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-11-99
	 	 	 	 	 	 	 	 	 	 






S-50









 





AWIN LEASING COMPANY, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	FEDERAL TAX LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 22427338

	 	N/A
	 	N/A
	 	N/A
	 	 N/A	 	N/A 
	Secured Party: General
Electric Capital
Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-24-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2007 1856458
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-17-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 32469032
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Banc One 

Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-24-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 43446038
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General
Electric Capital
Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-04
	 	 	 	 	 	 	 	 	 	 






S-51









 






AWIN MANAGEMENT, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 50121765

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: J.W. Burress, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-07-05
	 	 	 	 	 	 	 	 	 	 






S-52









 






BFI TRANSFER SYSTEMS OF TEXAS, LP




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007 4146212

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1966074
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-09-08
	 	 	 	 	 	 	 	 	 	 






S-53









 






BFI WASTE SERVICES OF INDIANA, LP




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007 4191358

	 	N/A
	 	N/A
	 	N/A 	 	N/A 	 	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857471
	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 






S-54









 






BFI WASTE SERVICES OF PENNSYLVANIA, LLC




Pennsylvania Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-02-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2005020802044

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: DyChem International
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-04-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007110600695
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank,
	 	 	 	 	 	 	 	 	 	 
	National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008060302959
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-55









 






BFI WASTE SERVICES OF TEXAS, LP




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 41960980

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Bridgestone/Firestone
	 	 	 	 	 	 	 	 	 	 
	North American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-09-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191416
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857406
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-56









 






BFI WASTE SERVICES, LLC




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 20106587


Secured Party: Bridgestone/Firestone N.

	 	N/A
	 	N/A
	 	N/A 	 	N/A
	 	N/A
	American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-10-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64142931
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-08-06
	 	 	 	 	 	 	 	 	 	 
	 
	UCC: # 20373641
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone N.
	 	 	 	 	 	 	 	 	 	 
	American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-22-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 64513487
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-18-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41713132
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo Financial Leasing

	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-07-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 42102962
	 	 	 	 	 	 	 	 	 	 
	Secured Party: GreatAmerica Leasing Corporation

	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-27-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 50041997
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Electro Graphic Products , Inc.

	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-05-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 61757814
	 	 	 	 	 	 	 	 	 	 
	Secured Party: GreatAmerica Leasing Corporation

	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-24-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191523
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank,
	 	 	 	 	 	 	 	 	 	 
	National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1974383
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch

	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-10-08
	 	 	 	 	 	 	 	 	 	 






S-57









 






BFI WASTE SYSTEMS OF GEORGIA, LLC




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007 4146378

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857224
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-58









 






BFI WASTE SYSTEMS OF NEW JERSEY, INC.




New Jersey Division Of Revenue / Superior Court (Trenton)




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 08-29-08	 	FEDERAL TAX	 	 	 	Through 08-29-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 22604408

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 24439565
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 24439565
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-59









 






BFI WASTE SYSTEMS OF NORTH AMERICA, LLC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 21443252

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Bridgestone/Firestone N.
	 	 	 	 	 	 	 	 	 	 
	American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-17-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2007 1388833
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-09-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 21443393
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone N.
	 	 	 	 	 	 	 	 	 	 
	American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-17-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2007 1389039
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-09-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 22452674
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone N.
	 	 	 	 	 	 	 	 	 	 
	American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-23-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2007 3108312
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-30-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 33066373
	 	 	 	 	 	 	 	 	 	 
	Secured Party: GreatAmerica Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-20-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 42249375
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Solae, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-10-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 50148610
	 	 	 	 	 	 	 	 	 	 
	Secured Party: TLC Office Systems LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-13-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 52676717
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Van Dyk Business Systems
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-29-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 53345700
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Les Schwab Warehouse Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-27-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 61196609
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Van Dyk Business Systems
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-10-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 62531739
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Herc Exchange, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-21-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191408
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857117
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-60









 






	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2008 1424033
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-23-08
	 	 	 	 	 	 	 	 	 	 






S-61









 






BROWNING FERRIS INC.




Maryland Department Of Assessments And Taxation



Other Search Criteria: Abstracting only. Search completed by the client and results abstracted based on material provided.




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 10-15-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 0000000121958091

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Bridgestone/Firestone, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-13-92
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 10000351989877315
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone N.
	 	 	 	 	 	 	 	 	 	 
	American Tire, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-21-04
	 	 	 	 	 	 	 	 	 	 






S-62









 






BROWNING-FERRIS INDUSTRIES OF CALIFORNIA, INC.




California Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	Through 09-10-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 07-7135147146

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-71599158
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-63









 






BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 33120014

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-26-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 40674871
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-10-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 42045823
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-21-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 42285734
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-13-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 42544015
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-10-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 43682384
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-30-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 51173732
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-15-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 61506757
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-04-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 63971421
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Thompson Tractor Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-14-06
	 	 	 	 	 	 	 	 	 	 






S-64









 






BROWNING-FERRIS INDUSTRIES OF OHIO, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007 4191382

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1856820
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-65









 






BROWNING-FERRIS INDUSTRIES OF TENNESSEE, INC.




Tennessee Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-11-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 303016120

	 	N/A
	 	N/A
	 	N/A	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-21-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 304008081
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-04-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 104036243
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-29-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 304056993
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 






S-66









 






BROWNING-FERRIS INDUSTRIES, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	BANKRUPTCY
	UCC: # 22364457

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: FleetPride, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-19-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2007 2841509
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-27-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41375411
	 	 	 	 	 	 	 	 	 	 
	Secured Party: GreatAmerica 

Leasing Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-18-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 52631472
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Herc Exchange, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-24-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 60765263
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Herc Exchange, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-06-06
	 	 	 	 	 	 	 	 	 	 






S-67









 






BROWNING-FERRIS INDUSTRIES, INC. (MASS)




Massachusetts Secretary of the Commonwealth




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-11-08	 	FEDERAL TAX	 	 	 	Through 09-01-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 200760883260

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200865968420
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-68









 






BROWNING-FERRIS, INC.




Maryland Department Of Assessments And Taxation




	 	 	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-08-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 121958091

	 	 	N/A	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Bridgestone/Firestone, Inc

	 	 	.	 	 	 	 	 	 	 	 	 
	Date Filed: 07-13-92
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Continuation: # 121958091
	 	 	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-10-04
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Amendment: # 121958091
	 	 	 	 	 	 	 	 	 	 	 	 
	Secured Party: Bridgestone/Firestone 

North American Tire, LLC
	 	 	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-21-04
	 	 	 	 	 	 	 	 	 	 	 	 






S-69









 






BRUNSWICK WASTE MANAGEMENT FACILITY, LLC




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 41189325

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Carter Machinery Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-29-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41723321
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Carter Machinery Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-22-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41779208
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Carter Machinery Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-28-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 42440032
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Carter Machinery Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-30-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4147160
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1856747
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4533146
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Carter Machinery Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-30-07
	 	 	 	 	 	 	 	 	 	 






S-70









 






CAPITOL RECYCLING AND DISPOSAL, INC.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6718538

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790397
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790397-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-71









 






CHEROKEE RUN LANDFILL, INC.




Ohio Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 08-29-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # OH00067051329

	 	N/A
	 	N/A
	 	N/A
	 	 N/A
	 	 N/A
	Secured Party: Columbia Trailer Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-05-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 20052230156
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Columbia Industries LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-09-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 20081200492
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-28-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # OH00120773446
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Correction: # 20073130264
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-06-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Correction: # 20073230236
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-16-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Correction: # 20073230240
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-16-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 20081550674
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-72









 






CITY-STAR SERVICES, INC.




Michigan Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-14-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2004195847-8

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007173146-2
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008085977-8
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-73









 






CLARKSTON DISPOSAL, INC.




Michigan Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-14-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2004195846-6

	 	N/A
	 	N/A
	 	N/A	 	N/A	 	N/A 
	Secured Party: Wachovia
	 	 	 	 	 	 	 	 	 	 
	Bank, National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007173148-6
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia
	 	 	 	 	 	 	 	 	 	 
	Bank, National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 






S-74









 






CORVALLIS DISPOSAL CO.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711879

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711879-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7116589
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Fluid Connector
Products, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 7116589-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-15-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790408
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790408-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-75









 






COUNTY DISPOSAL (OHIO), INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 42794974

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4192604
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1858180
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-76









 






COUNTY LANDFILL, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 42795864

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 63585403
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Siemens Financial
Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-16-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191309
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1858065
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-77









 






D & L DISPOSAL, L.L.C.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 42795948

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4191234
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857976
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-78









 






DALLAS DISPOSAL CO.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711807

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	 N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711807-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790414
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790414-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-79









 






DELTA CONTAINER CORPORATION




California Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	Through 09-10-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 04-7000571812

	 	N/A
	 	N/A
	 	CLEAR
	 	 N/A
	 	 N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 07-7135513941
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-71599154
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-80









 






DELTA DADE RECYCLING CORP.




Florida Secured Transaction Registry / Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-09-08	 	FEDERAL TAX	 	 	 	Through 09-11-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 200706942424

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 






S-81









 






DEMPSEY WASTE SYSTEMS II, INC.




Ohio Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 08-29-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # OH00082217330

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # OH00093080110
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Inter-Tel Leasing Inc
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-12-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # OH00120875038
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 20081550672
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-82









 






DINVERNO, INC.




Michigan Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-14-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2003220617-1

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Republic Services 

of
	 	 	 	 	 	 	 	 	 	 
	Michigan Hauling, LLC
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-17-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2004195849-2
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007173147-4
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008085978-0
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-83









 






ECDC ENVIRONMENTAL OF HUMBOLDT COUNTY, INC.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 33114181

	 	N/A
	 	N/A
	 	N/A
	 	N/A	 	N/A 
	Secured Party: The CIT
Group/Equipment
	 	 	 	 	 	 	 	 	 	 
	Financing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-25-03
	 	 	 	 	 	 	 	 	 	 






S-84









 






ECDC ENVIRONMENTAL, L.C.




Utah Department of Commerce




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-08-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 99-642838

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Associates Leasing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-17-99
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 99-642838
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-26-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 99-642838
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-21-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 99-642838
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General Electric 

Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-21-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 227287200334
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-29-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 227287200334
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-29-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 243809200439
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 244144200437
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-11-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 246510200426
	 	 	 	 	 	 	 	 	 	 
	Secured Party: MG Finance Co., Ltd.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-08-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 251703200429
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-26-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 251704200430
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-26-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 251945200441
	 	 	 	 	 	 	 	 	 	 
	Secured Party: The CIT
Group/Equipment Financing, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-31-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 251945200441
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-29-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 254262200432
	 	 	 	 	 	 	 	 	 	 
	Secured Party: EquiLease, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-01-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 257086200435
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
	 	 	 	 	 	 	 	 	 	 
	Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-16-04
	 	 	 	 	 	 	 	 	 	 






S-85









 






	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-08-08	 	FEDERAL TAX	 	 	 	JUDGMENTS /	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	JUDGMENT LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 257560200430
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Caterpillar Financial Services
	 	 	 	 	 	 	 	 	 	 
	Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-23-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 259378200442
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-22-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 259379200443
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-22-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 273464200537
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-05-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 279612200539
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-04-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 279612200539
	 	 	 	 	 	 	 	 	 	 
	Secured Party: De Lage Landen
Financial Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-21-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 285174200532
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-27-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 299051200608
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RBS Asset Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-13-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 306199200608
	 	 	 	 	 	 	 	 	 	 
	Secured Party: RBS Asset Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-25-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 320621200783
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-24-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 323224200795
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-29-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 331485200707
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 331485200707
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-03-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 349969200800
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wells Fargo
Equipment Finance, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-26-08
	 	 	 	 	 	 	 	 	 	 






S-86









 






F. P. MCNAMARA RUBBISH REMOVAL, INC.




Massachusetts Secretary of the Commonwealth




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-11-08	 	FEDERAL TAX	 	 	 	Through 09-01-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 200323278050

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: C.N. Wood Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 08-25-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200760883170
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200865968150
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 







S-87











 





FORWARD, INC.




California Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	Through 09-10-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 07-7135148915

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-71599164
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-88









 






GEK, INC.




Alabama Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 07-0908903

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 07-0908903
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-17-08
	 	 	 	 	 	 	 	 	 	 






S-89









 






GRANTS PASS SANITATION, INC.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711813

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711813-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7116567
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Fluid Connector
Products, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-07-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790420
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790420-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-90









 






GREENRIDGE RECLAMATION, LLC




Pennsylvania Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-02-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007110202982

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008060302961
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-91









 






GREENRIDGE WASTE SERVICES, LLC




Pennsylvania Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-02-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007110600708

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008060302985
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-92









 






HARLAND’S SANITARY LANDFILL, INC.




Michigan Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-14-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2004195848-0

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007173145-0
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank,
	 	 	 	 	 	 	 	 	 	 
	National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008085983-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-93









 






ILLIANA DISPOSAL PARTNERSHIP




Indiana Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200400009365120

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 






S-94









 






ISLAND WASTE SERVICES LTD.




New York Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200405030461331

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: C.N. Wood Co., Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-03-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 200607250609303
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-25-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200410061009761
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200604065333078
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General Electric 

Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-06-06
	 	 	 	 	 	 	 	 	 	 






S-95









 






KELLER DROP BOX, INC.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711829

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711829-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790436
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790436-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-96









 






KEY WASTE INDIANA PARTNERSHIP




Indiana Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200400009365675

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 






S-97









 






LANDCOMP CORPORATION




Illinois Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-02-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 3904825

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Suburban 

Bank & Trust Company
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-08-98
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 7350783
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-29-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 01641094
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-06-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 13295182
	 	 	 	 	 	 	 	 	 	 
	Secured Party: US Bancorp
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-27-08
	 	 	 	 	 	 	 	 	 	 






S-98









 






LATHROP SUNRISE SANITATION CORPORATION




California Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	Through 09-10-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 04-7000572207

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 07-7135513204
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-71599181
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-99









 





LEWISVILLE LANDFILL TX, LP




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 42834846

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Hoss Equipment Co
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-08-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 3914727
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Holt Cat
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-17-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 4147483
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857398
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-100









 






LIBERTY WASTE SERVICES LIMITED, L.L.C.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 21825615

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Comerica Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-27-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2007 0156199
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-08-07
	 	 	 	 	 	 	 	 	 	 






S-101









 






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




Illinois Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-02-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 12647808

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 8930572
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-102









 






MCINNIS WASTE SYSTEMS, INC.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711841

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711841-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-14-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790442
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790442-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-103









 






OAKLAND HEIGHTS DEVELOPMENT, INC.




Michigan Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-14-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007173143-6

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008085980-5
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008085982-9
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-104









 






PACKERTON LAND COMPANY, L.L.C.




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 42794610

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 






S-105









 






PLEASANT OAKS LANDFILL TX, LP




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007 4147764

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 2008 1857083
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-106









 






RABANCO RECYCLING, INC.




Washington Department Of Licensing




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-07-08	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	FEDERAL TAX LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200334940281

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: FleetPride, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-12-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200402859019
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Clyde/West, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-28-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 200404918448
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-17-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200417597500
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Clyde/West, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-23-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 200420374549
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 07-20-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200430139954
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Clyde/West, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-25-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 200430969766
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-04-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200430139961
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Clyde/West, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-25-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200506904677
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Clyde/West, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-10-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 200513284991
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-12-05
	 	 	 	 	 	 	 	 	 	 






S-107









 






RABANCO, INC.




Washington Department Of Licensing




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-07-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2001-065-0233

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Williams Scotsman, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-06-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200333706628
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Tatonka Capital Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-02-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200334219301
	 	 	 	 	 	 	 	 	 	 
	Secured Party: LaSalle National Leasing 

Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-05-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 200603412228
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-03-06
	 	 	 	 	 	 	 	 	 	 






S-108









 






RABANCO, LTD.




Washington Department Of Licensing




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-07-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200334940281

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: FleetPride, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-12-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200428909408
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-14-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200632164563
	 	 	 	 	 	 	 	 	 	 
	Secured Party: N C Machinery
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-17-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Termination: # 200714498746
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-24-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 200731089408
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, 

National Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200815588186
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 







S-109












 





ROSSMAN SANITARY SERVICE, INC.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711857

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711857-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7062803
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Les Schwab Warehouse
	 	 	 	 	 	 	 	 	 	 
	Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790464
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790464-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-110









 






ROXANA LANDFILL, INC.




Illinois Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-02-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 12647751

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 8930576
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-111









 






SAND VALLEY HOLDINGS L.L.C. (f/k/a LIBERTY WASTE SERVICES, L.L.C.)




Delaware Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-05-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 11446587

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	 N/A
	Secured Party: Comerica Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-13-01
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 61890292
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-01-06
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2008 0435758
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-05-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 40710121
	 	 	 	 	 	 	 	 	 	 
	Secured Party: SunBank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-09-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2008 1359619
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-18-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 40710147
	 	 	 	 	 	 	 	 	 	 
	Secured Party: SunBank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 03-09-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2008 1359544
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 04-18-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41471582
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Comerica Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-26-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2007 4801121
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-19-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2008 0435691
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-05-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 41471640
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Comerica Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-26-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2008 0435089
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-05-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 2007 3811634
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Comerica Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-10-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2008 0435782
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-05-08
	 	 	 	 	 	 	 	 	 	 






S-112









 






SAUK TRAIL DEVELOPMENT, INC.




Michigan Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-14-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 2007173142-4

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, National 

Association
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 






S-113









 






STANDARD DISPOSAL SERVICES, INC.




Michigan Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-14-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # D382030

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Financial Federal
Credit Inc.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-03-98
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2002044418-3
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 12-26-02
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2008025940-9
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 02-15-08
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 98841B
	 	 	 	 	 	 	 	 	 	 
	Secured Party: General Electric Capital
	 	 	 	 	 	 	 	 	 	 
	Corporation
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 09-10-98
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 2003089259-0
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-09-03
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 2003089260-3
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-09-03
	 	 	 	 	 	 	 	 	 	 






S-114









 






SUBURBAN CARTING CORPORATION




New York Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	 LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200410061009759

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 






S-115









 






SUNRISE SANITATION SERVICE, INC.




California Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	Through 09-10-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 04-7000573076

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 07-7135513325
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-71599179
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-116









 






SUNSET DISPOSAL SERVICE, INC.




California Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	Through 09-10-08	 	PENDING	 	 
	Unlapsed and Terminated	 	 LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 04-7000573571

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 07-7135513688
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-02-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-71599175
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-117









 






SUNSET DISPOSAL, INC.




Kansas Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING        	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated   	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 5886791

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 6423867
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Correction: # 6425938
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-09-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 6495360
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-118









 






SYCAMORE LANDFILL, INC.




California Secretary of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	JUDGMENTS / JUDGMENT	 	 	 	 
	STATEMENTS	 	 	 	 	 	LIENS	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	Through 09-10-08	 	PENDING	 	 
	Unlapsed and Terminated	 	LIENS	 	STATE TAX LIENS	 	Active	 	SUITS	 	BANKRUPTCY
	UCC: # 07-7135122654

	 	N/A
	 	N/A
	 	CLEAR
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-31-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-71599173
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-119









 






THOMAS DISPOSAL SERVICE, INC.




Missouri Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING        	 	 	 	 	 	 	 	 	 	 
	STATEMENTS          	 	 	 	 	 	 	 	 	 	 
	Through 09-09-08       	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated   	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 20040106219G

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-06-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 20070123470H
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 20080062550K
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-120









 






TOTAL ROLL-OFFS, L.L.C.




Texas Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING	 	 	 	 	 	 	 	 	 	 
	STATEMENTS	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated	 	 LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 00-00419884

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Caterpillar Financial
Services Corp.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-28-00
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Continuation: # 05-00019821
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 01-18-05
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 07-0037626394
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 08-00184767
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 05-30-08
	 	 	 	 	 	 	 	 	 	 






S-121









 






UNITED DISPOSAL SERVICE, INC.




Oregon Secretary Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING        	 	 	 	 	 	 	 	 	 	 
	STATEMENTS          	 	 	 	 	 	 	 	 	 	 
	Through 09-04-08       	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated   	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 6711863

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-05-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amendment: # 6711863-1
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 10-12-04
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	UCC: # 7790458
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Wachovia Bank, N.A.
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-05-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 7790458-1
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 






S-122









 






WASTE SERVICES OF NEW YORK, INC.




New York Department Of State




	 	 	 	 	 	 	 	 	 	 	 
	UCC FINANCING        	 	 	 	 	 	 	 	 	 	 
	STATEMENTS          	 	 	 	 	 	 	 	 	 	 
	Through 09-10-08       	 	FEDERAL TAX	 	 	 	JUDGMENTS / JUDGMENT	 	PENDING	 	 
	Unlapsed and Terminated   	 	LIENS	 	STATE TAX LIENS	 	LIENS	 	SUITS	 	BANKRUPTCY
	UCC: # 200711010850898

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	Secured Party: Wachovia Bank
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 11-01-07
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Assignment: # 200806020389361
	 	 	 	 	 	 	 	 	 	 
	Secured Party: Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 
	Date Filed: 06-02-08
	 	 	 	 	 	 	 	 	 	 







S-123












 





SCHEDULE 7.05(b)




PERMITTED RMI INVESTMENTS



Investments by the Borrower and its Subsidiaries in the RMI Subsidiaries consisting of: (i)
investments in the RMI Subsidiaries existing on the Initial Funding Date hereof (including
promissory notes of Allied and/or its Subsidiaries held by the RMI Subsidiaries), (ii) loans and
advances of funds by the Borrower and its Subsidiaries to the RMI Subsidiaries at such times and in
such amounts as are necessary to provide for the payment by the RMI Subsidiaries of Assumed RMI
Liabilities (defined below) and non-material general and administrative expenses, in each case,
when and as they become due and payable; and (iii) the purchase by the Borrower and its
Subsidiaries of existing minority equity interests in the RMI Subsidiaries pursuant to put and call
arrangements existing on the Initial Funding Date (which put and call arrangements may be extended
as may be determined by the Allied or its Subsidiaries in connection with settlement negotiations
in respect thereof). For purposes of this Schedule 7.05(b), “Assumed RMI
Liabilities” means the insurance, capping closure, post-closure, environmental and related
liabilities, including clean-up and remediation liabilities, that were assumed by the RMI
Subsidiaries from Allied or any of Allied’s Subsidiaries prior to the Initial Funding Date.






S-124









 








SCHEDULE 7.06




EXISTING SECURED INDEBTEDNESS



Indebtedness secured by any of the Saguaro Liens (as defined in Schedule 7.02) in an
aggregate principal amount not to exceed $230,000,000 at any time outstanding; and Capital Leases
and purchase money financings secured by liens described on Schedule 7.02.







S-125









 








SCHEDULE 7.13




EXISTING BURDENSOME AGREEMENTS




None.



S-126









 





SCHEDULE 10.02




ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES




BORROWER:




Republic Services, Inc.

110 Southeast 6th Street

Suite 2800

Fort Lauderdale, Florida 33301

Attention:       Edward A. Lang, III

           Vice President Finance and Treasurer

Telephone:       954.769.3591

Telecopier:       954.769.6441

Electronic Mail: lange@repsrv.com

Website Address:       www.republicservices.com




 with a copy to:

Akerman, Senterfitt & Eidson, P.A.

One S.E. Third Avenue

Suite 2500

Miami, Florida 33131

Attention:       William Arnhols, Esq.

Telecopier:       305.374.5095




S-127









 





ADMINISTRATIVE AGENT:




Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

901 Main Street, 14th Floor

Mail Code: TX1-491-14-14

Dallas, Texas 75202

Attention:       Runzia Bob

Telephone:       214.209.9732

Telecopier:       214.290.9646

Electronic Mail: runzia.v.bob@bankofamerica.com




Wire Instructions:

Account No.: 1292000883

Attn: Credit Services

Ref: Republic Services, Inc.

ABA# 026009593




Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

901 Main Street

Mail Code: TX1-492-14-11

Dallas, Texas 75202

Attention:       Ronaldo Naval

Telephone:       214.209.1162

Telecopier:       877.511.6124

Electronic Mail: ronaldo.naval@bankofamerica.com




All Notices to Portfolio/Credit Contact:

Bank of America, N.A.

100 Federal Street

Mail Code: MA5-100-09-07

Boston, Massachusetts 02110

Attention:       Maria F. Maia

                       Managing Director

Telephone:       617.434.5751

Telecopier:       980.233.7700

Electronic Mail: maria.f.maia@bankofamerica.com







S-128









 








L/C ISSUER:




Bank of America, N.A.

Trade Services

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, Pennsylvania 18507

Attention:       Michael A. Grizzanti

                       Operations Manager

Telephone:       570.330.4214

Telecopier:       800.755.8743

Electronic Mail: michael.a.grizzanti@bankofamerica.com




SWING LINE LENDER:




Bank of America, N.A.

901 Main Street, 14th Floor

TX1-491-14-14

Dallas, Texas 75202

Attention:       Runzia Bob

Telephone:       214.209.9732

Telecopier:       214.290.9646

Electronic Mail: runzia.v.bob@bankofamerica.com

Account No.: 1292000883

Ref: Republic Services, Inc.

ABA# 026009593




S-129









 





EXHIBIT A




FORM OF COMMITTED LOAN NOTICE




Date:                     ,                     





			
	To:	 	Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement, dated as of September 18, 2008 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among
Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



     The undersigned hereby requests (select one):



     o A Borrowing of Committed Loans            o A conversion or continuation of Loans




	 	1.	 	On                                          (a Business Day).
	 
	 	2.	 	In the amount of $                     .
	 
	 	3.	 	Comprised of                                          .

	 
	 	 	 	[Type of Committed Loan requested]

	 
	 	4.	 	For Eurodollar Rate Loans: with an Interest Period of [one week][___months].





     The Committed Borrowing, if any, requested herein complies with the provisos to the first
sentence of Section 2.01 of the Agreement.



	 	 	 	 	 	 	 

	 	 	REPUBLIC SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Form of Committed Loan Notice




A-1




 









 








EXHIBIT B




FORM OF SWING LINE LOAN NOTICE




Date:                     ,                     





	 	 	To: Bank of America, N.A., as Swing Line Lender





     Bank of America, N.A., as Administrative Agent


Ladies and Gentlemen:




     Reference is made to that certain Credit Agreement, dated as of September 18, 2008 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among
Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



     The undersigned hereby requests a Swing Line Loan:




	 	1.	 	On                      (a Business Day).
	 
	 	2.	 	In the amount of $                    .





     The Swing Line Borrowing requested herein complies with the requirements of the provisos to
the first sentence of Section 2.04(a) of the Agreement.



	 	 	 	 	 	 	 

	 	 	REPUBLIC SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Form of Swing Line Loan Notice




B-1





 









 








EXHIBIT C




FORM OF NOTE




                    




     FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to
                                         or registered assigns (the “Lender”), in accordance with the
provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time
to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of
September 18, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.



     The Borrower promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest rates and at such
times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the
Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to
the Administrative Agent for the account of the Lender in Dollars in immediately available funds at
the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (and before as well as after judgment) computed at the per annum rate set forth
in the Agreement.



     This Note is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is entitled to the benefits of the Guaranty. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable
all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans
and payments with respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



	 	 	 	 	 	 	 

	 	 	REPUBLIC SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Form of Note





C-1









 








LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	 	 	 	 	Principal	 	Outstanding	 	 
	 	 	Type of	 	Amount of	 	End of	 	or Interest	 	Principal	 	 
	 	 	Loan	 	Loan	 	Interest	 	Paid This	 	Balance	 	Notation
	Date	 	Made	 	Made	 	Period	 	Date	 	This Date	 	Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 





Form of Note





C-2









 








ACKNOWLEDGEMENT OF EXECUTION ON BEHALF OF

REPUBLIC SERVICES, INC.



STATE OF                                         



COUNTY OF                                         




     Before me, the undersigned, a Notary Public in and for said County and State on this                      day
of                     , 20___, personally appeared                     , known to be the                      of
Republic Services, Inc. (the “Borrower”), who, being by me duly sworn, says he works at 110
S.E. Sixth Street, Fort Lauderdale, Florida 33301, and that by authority duly given by, and as the
act of, the Borrower, the foregoing Promissory Note dated as of                     , 20___to the Lender was
signed by him as said                      on behalf of the Borrower.



     Witness my hand and official seal this                      day of                     , 20_.



	 	 	 	 	 
	 	
Notary Public

 	 
	 	 	 
	 	 	 
	 	 	 
	 


(SEAL)



My commission Expires:                     




Form of Note




C-3









 








AFFIDAVIT OF                                         





     The undersigned, being first duly sworn, deposes and says that:



     1. He is a                      of Bank of America, N.A. and works at
                                                            .



     2. The Promissory Note of Republic Services, Inc. to which this Affidavit is attached was
executed before him and delivered to him on behalf of the Lender in                     ,                      on
                    , 200_.



     This the                      day of                      ___, 200_.




 



Acknowledgement of Execution



STATE OF                                         



COUNTY OF                                         




     Before me, the undersigned, a Notary Public in and for said County and State on this                      day
of                     , 20___A.D., personally appeared                                          who before me affixed his signature
to the above Affidavit.



     Witness my hand and official seal this                      day of                     , 20_.



	 	 	 	 	 
	 	
Notary Public

 	 
	 	 	 
	 	 	 
	 	 	 
	 


(SEAL)



My Commission Expires:                                         




Form of Note






C-4









 








EXHIBIT D




FORM OF COMPLIANCE CERTIFICATE




Financial Statement Date:                     ,                     





			
	To:	 	Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:





     Reference is made to that certain Credit Agreement, dated as of September 18, 2008 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;” the terms defined therein being used herein as therein defined), among
Republic Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.



     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                        
of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agent on the behalf of the Borrower, and that:



[Use following paragraph 1 for fiscal year-end financial statements]




     1. The Borrower has delivered the year-end audited financial statements required by
Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above
date, together with the report of an independent certified public accountant required by such
section.



[Use following paragraph 1 for fiscal quarter-end financial statements]




     1. The Borrower has delivered the unaudited financial statements required by Section
6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date.
Such financial statements fairly present, in accordance with GAAP (subject to the absence of
footnotes and to ordinary, good faith year-end audit adjustments), the financial position and the
results of operations of the Borrower and its Subsidiaries as of such date and for such period.



     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the transactions and
condition (financial or otherwise) of the Borrower during the accounting period covered by such
financial statements.



     3. A review of the activities of the Borrower during such fiscal period has been made under
the supervision of the undersigned with a view to determining whether during such fiscal period the
Borrower performed and observed all its Obligations under the Loan Documents, and



Form of Compliance Certificate





D-1









 








[select one:]




     [to the best knowledge of the undersigned, during such fiscal period, the Borrower performed
and observed each covenant and condition of the Loan Documents applicable to it, and no Default has
occurred and is continuing.]



—or—




     [to the best knowledge of the undersigned, during such fiscal period the following covenants
or conditions have not been performed or observed and the following is a list of each such Default
and its nature and status:]



     4. The representations and warranties of the Borrower contained in Article V of the
Agreement, and any representations and warranties of any Loan Party that are contained in any Loan
Document or any other document furnished at any time under or in connection with the Loan
Documents, are true and correct on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Compliance Certificate,
the representations and warranties contained in subsection (a) of Section 5.11 of the
Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a)
of Section 6.01 of the Agreement, including the statements in connection with which this
Compliance Certificate is delivered.



     5. The financial covenant analyses and information set forth on Schedule 1 attached
hereto are true and accurate on and as of the date of this Certificate.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                         , ___.



	 	 	 	 	 	 	 

	 	 	REPUBLIC SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Form of Compliance Certificate





D-2









 








For the Quarter/Year ended                                         ___(“Statement Date”)




SCHEDULE 1

to the Compliance Certificate

($ in 000’s)





	I.	 	Subsection 7.01(a): Consolidated Interest Coverage Ratio





	 	 	 	 	 	 	 	 	 

	A.	 	Consolidated EBITDA for Computation Period:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	Consolidated Net Income for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	Consolidated Interest Expense for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	taxes on income for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	amortization and depreciation for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(5	)	 	[environmental remediation charges during Computation Period
associated with environmental conditions at the CountryWide Recycling and
Disposal Facility as more particularly described in the Borrower’s 

Form 10-Q
filed with the SEC on August 8, 2008 (not to exceed $69,000,000 in the
aggregate during all Computation Periods):
	 	$                    ]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	[	(6)	 	reasonably documented costs and expenses incurred during
Computation Period in connection with the Allied Acquisition (not to exceed
$50,000,000 in the aggregate through the first anniversary of the consummation
of the Allied Acquisition):
	 	$                    ]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	[	(7)	 	reasonably documented transition costs during Computation
Period in connection with the Allied Acquisition (not to exceed $146,000,000 in
the aggregate through the first anniversary of the consummation of the Allied
Acquisition or $36,000,000 in the twelve (12) month period after such first
anniversary ):
	 	$                    ]1
	 
	 	 	 	 	 	 	 	 
	 

	 	 	[	(8)] 	 	Lines I.A.(1)+(2)+(3)+(4)+(5)[+(6)+(7)]:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	B.	 	Consolidated Interest Expense for Computation Period:	 	$                    
	 
	 	 	 	 	 	 	 	 
	C.	 	Line I.A.[(8)] divided by Line I.B.:	 	           to 1.00






(Line I.C. must not be less than 3.00 to 1.00)






 




			
	1	 	Bracketed text to be deleted if not
applicable during Computation Period and bracketed cross-references
appropriately updated.





Form of Compliance Certificate





D-3









 











	II.	 	Subsection 7.01(b): Total Debt to EBITDA Ratio





	 	 	 	 	 	 	 	 	 

	A.	 	Total Debt as of last day of Computation Period:	 	$                    
	 
	 	 	 	 	 	 	 	 
	B.	 	Restricted Cash as of last day of Computation Period:	 	$                    
	 
	 	 	 	 	 	 	 	 
	C.	 	Line II.A. minus Line II.B.:	 	$                    
	 
	 	 	 	 	 	 	 	 
	D.	 	Consolidated EBITDA for Computation Period2:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	Consolidated Net Income for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	Consolidated Interest Expense for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	taxes on income for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	amortization and depreciation for Computation Period:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(5	)	 	[environmental remediation charges during Computation Period
associated with environmental conditions at the CountryWide Recycling and
Disposal Facility as more particularly described in the Borrower’s Form 10-Q
filed with the SEC on August 8, 2008 (not to exceed $69,000,000 in the
aggregate during all Computation Periods):
	 	$                    ]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	[	(6)	 	reasonably documented costs and expenses incurred during
Computation Period in connection with the Allied Acquisition (not to exceed
$50,000,000 in the aggregate through the first anniversary of the consummation
of the Allied Acquisition):
	 	$                    ]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	[	(7)	 	reasonably documented transition costs during Computation
Period in connection with the Allied Acquisition (not to exceed $146,000,000 in
the aggregate through the first anniversary of the consummation of the Allied
Acquisition or $36,000,000 in the twelve (12) month period after such first
anniversary ):
	 	$                    ]3
	 
	 	 	 	 	 	 	 	 
	 

	 	 	[	(8)] 	 	Lines II.D.(1)+(2)+(3)+(4)+(5)[+(6)+(7)]:
	 	$                    
	 
	 	 	 	 	 	 	 	 
	E.	 	Line II.C. divided by Line II.D.[8]:	 	                     to 1.00







	 	 	(Line II.E must not be greater than (i) 4.00 to 1.00 for any Computation Period on or before
March 31, 2010, or (ii) 3.25 to 1.00 for any Computation Period thereafter)







 




			
	2	 	To the extent that any Acquisition has been
consummated during a Computation Period, Consolidated EBITDA shall be computed
on a pro forma basis in accordance with Article 11 of Regulation S-X of the SEC
or in a manner otherwise approved by the Administrative Agent only for
the purpose of determining the Total Debt to EBITDA Ratio.
	 
	3	 	Bracketed text to be deleted if not
applicable during Computation Period and bracketed cross-references
appropriately updated.





Form of Compliance Certificate





D-4









 








EXHIBIT E-1




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each] Assignor identified
in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2
below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities) and (ii) to the extent permitted to be assigned under applicable law,
all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in
any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned by [the][any] Assignor to [the][any]
Assignee pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by [the][any] Assignor.




	1.	 	 Assignor[s]:                                         
	 
	2.	 	Assignee[s]:                                          [for each Assignee, indicate
[Affiliate][Approved Fund] of [identify Lender]]
	 
	3.	 	Borrower: Republic Services, Inc.





Form of Assignment and Assumption





E-1-1









 









	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement
	 
	5.	 	Credit Agreement: Credit Agreement, dated as of September 18, 2008, as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, among
Republic Services, Inc., the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender
	 
	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	Amount of	 	Percentage	 	 
	 	 	 	 	 	 	Commitment/	 	Commitment/	 	Assigned of	 	 
	 	 	 	 	Facility	 	Loans for all	 	Loans	 	Commitment/	 	CUSIP
	Assignor[s] 	 	Assignee[s] 	 	Assigned	 	Lenders	 	Assigned	 	Loans	 	Number
	 
	 	 
	 	 
	 	$                    
	 	$                    
	 	                    %
	 	 
	 
	 	 	 	 	 	$                    
	 	$                    
	 	                    %	 	 
	 
	 	 	 	 	 	$                    
	 	$                    
	 	                    %	 	 







	 	 	[7. Trade Date:                                         ___]




Effective Date:                                         ___, 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




Form of Assignment and Assumption




E-1-2









 








     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]


 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]


 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


[Consented to and] Accepted:




BANK OF AMERICA, N.A., as

Administrative Agent




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Title:
	 	 
	 
	 	 	 	 
	[Consented to:]	 	 
	 
	 	 	 	 
	REPUBLIC SERVICES, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:
	 	 






Form of Assignment and Assumption






E-1-3









 








ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




Credit Agreement dated as of September 18, 2008, as amended, restated, extended,

supplemented or otherwise modified in writing from time to time, by and among

Republic Services, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the

Lenders party thereto from time to time




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



          1. Representations and Warranties.




          1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.




          1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section
10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the
extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type presented by
[the][such] Assigned Interest and either it, or the Person exercising discretion in making its
decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type,
(v) it has received a copy of the Credit Agreement and has received or has been accorded the
opportunity to receive copies of the most recent financial statements referred to in Section
5.11 thereof or delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has independently and without reliance upon the Administrative Agent, [the][any]
Assignor or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto
is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently




Form of Assignment and Assumption





E-1-4









 







and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.




          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to
but excluding the Effective Date and to [the][relevant] Assignee for amounts which have accrued
from and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.




Form of Assignment and Assumption







E-1-5









 








EXHIBIT E-2




FORM OF ADMINISTRATIVE QUESTIONNAIRE




See attached.



E-2-1




Form of Administrative Questionnaire





 









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




	 	 	 	 	 

	FAX ALONG WITH COMMITMENT LETTER TO:
	 	 	 	 
	 	 	   
	 
	 	 	 	 
	 

	 	FAX #	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	I. Borrower Name:

	 	Republic Services, Inc.	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	$                                        
	 	 	 	Type of Credit Facility
	 	 
	 	 






II. Legal Name of Lender of Record for Signature Page:





	 	•	 	Signing Credit Agreement                            YES                          NO
	 
	 	•	 	Coming in via Assignment                            YES                          NO





III. Type of Lender:                                                                                



(Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund,
Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other — please specify)




	 	 	 	 	 

	IV. Domestic Address:

	 	V. Eurodollar Address:	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 






VI. Contact Information:



Syndicate level information (which may contain material non-public information about the
Borrower and its related parties or their respective securities) will be made available to the
Credit Contact(s). The Credit Contacts identified must be able to receive such information in
accordance with his/her institution’s compliance procedures and applicable laws, including Federal
and State securities laws.




	 	 	 	 	 	 	 
	 	 	 	 	Primary	 	Secondary
	 	 	Credit Contact	 	Operations Contact	 	Operations Contact
	Name:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Telephone:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Facsimile:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	E Mail Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 





Does Secondary Operations Contact need copy of notices? ___YES ___ NO










 









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




	 	 	 	 	 	 	 
	 	 	Letter of Credit	 	Draft Documentation	 	 
	 	 	Contact	 	Contact	 	Legal Counsel
	Name:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Telephone:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Facsimile:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	E Mail Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 





VII. Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance Fed
Wire Payment Instructions (if applicable):




	 	 	 	 	 

	Pay to:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

(Bank Name)
	 	 
	 
	 	 	 	 
	 

	 	 

(ABA #)
	 	 
	 
	 	 	 	 
	 

	 	 

(Account #)
	 	 
	 
	 	 	 	 
	 

	 	 

(Attention)
	 	 






VIII. Lender’s Fed Wire Payment Instructions:




	 	 	 	 	 

	Pay to:
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Bank Name)	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(ABA#)
	 	(City/State)
	 
	 	 	 	 
	 	 	 
	 

	 	(Account #)
	 	(Account Name)
	 
	 	 	 	 
	 	 	 
	 

	 	(Attention)	 	 


















2









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




IX. Organizational Structure and Tax Status



Please refer to the enclosed withholding tax instructions below and then complete this section
accordingly:




Lender Taxpayer Identification Number (TIN):            ___ ___ - ___ ___ ___ ___ ___ ___



Tax Withholding Form Delivered to Bank of America*:



                    W-9



                    W-8BEN



                    W-8ECI



                    W-8EXP



                    W-8IMY



NON—U.S. LENDER INSTITUTIONS



1. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you must
complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected
to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental
Agency).



A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI.
It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty
with the U.S. Please refer to the instructions when completing the form applicable to your
institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance
of faxed forms. An original tax form must be submitted.



2. Flow-Through Entities



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form



W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches
for United States Tax Withholding) must be completed by the intermediary together with a
withholding statement. Flow-through entities other than Qualified Intermediaries are required to
include tax forms for each of the underlying beneficial owners.



Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.










3









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL



U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must complete and
return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised
that we require an original form W-9.




Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax
form for your institution must be completed and returned on or prior to the date on which your
institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form
when requested will subject your institution to U.S. tax withholding.



*Additional guidance and instructions as to where to submit this documentation can be found at this
link:







Tax Form Tool Kit

(2006)(2).doc



X. Bank of America Payment Instructions:




	 	 	 
	Pay to:

	 	Bank of America, N.A.
	 

	 	ABA # 026009593
	 

	 	New York, NY
	 

	 	Acct. #                                         
	 

	 	Attn: Corporate Credit Services
	 

	 	Ref: Republic Services Inc.





3/1/07 Revision












4









 








EXHIBIT F




FORM OF GUARANTY




     THIS GUARANTY AGREEMENT dated as of                     ___, 200___(this “Guaranty Agreement”), is
being entered into among EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME A PARTY
HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively
the “Guarantors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”) for each of the Guaranteed Parties (as defined in the Credit
Agreement referenced below). All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.



RECITALS:




     A. Pursuant to that certain Credit Agreement dated as of September 18, 2008 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Republic Services, Inc., a Delaware corporation (the “Borrower”), the Administrative
Agent, and the lenders now or hereafter party thereto (the “Lenders”), the Lenders have
agreed to provide to the Borrower a revolving credit facility including letter of credit and swing
line facilities.



     B. Certain additional extensions of credit may be made from time to time for the benefit of
the Guarantors pursuant to certain Guaranteed Cash Management Agreements and Guaranteed Hedge
Agreements.



     C. The execution and delivery of this Guaranty Agreement is a condition precedent to the
Guaranteed Parties’ obligations to make and maintain such extensions of credit.



     D. Each Guarantor is, directly or indirectly, a Domestic Subsidiary and will materially
benefit from such extensions of credit.



     In order to induce the Guaranteed Parties to from time to time make and maintain extensions of
credit under the Credit Agreement and under the Guaranteed Cash Management Agreements and
Guaranteed Hedge Agreements, the parties hereto agree as follows:



     1. Guaranty. Each Guarantor hereby jointly and severally, unconditionally,
absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of
the Guaranteed Parties the payment and performance in full of the Guaranteed Liabilities (as
defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities”
means: (a) the Borrower’s prompt payment in full, when due or declared due and at all such times,
of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes,
and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due
or payable from the Borrower to any one or more of the Guaranteed Parties, including principal,
interest, premiums and fees (including all fees and expenses of counsel (collectively,
“Attorneys’ Costs”); (b) the Borrower’s prompt, full and faithful performance, observance
and discharge of each and every agreement, undertaking, covenant and provision to be performed,
observed or



Form of Guaranty




F-1









 







discharged by the Borrower under the Credit Agreement, the Notes and all other Loan Documents;
and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such
times, of obligations and liabilities now or hereafter arising under the Guaranteed Cash Management
Agreements and Guaranteed Hedge Agreements. The Guarantors’ obligations to the Guaranteed Parties
under this Guaranty Agreement are hereinafter collectively referred to as the “Guarantors’
Obligations” and, with respect to each Guarantor individually, the “Guarantor’s
Obligations”. Notwithstanding the foregoing, the liability of each Guarantor individually with
respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance under Section 548 of
the United States Bankruptcy Code or any comparable provisions of any applicable state law.




     Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject
to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities.



     For purposes of this Guaranty Agreement, “Facility Termination Date” means the date as
of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,
(b) all Obligations have been paid in full (other than (x) contingent indemnification obligations
and (y) obligations and liabilities under Guaranteed Cash Management Agreements and Guaranteed
Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or
Hedge Bank have been made), and (c) all Letters of Credit have terminated or expired or been
cancelled (other than Letters of Credit as to which other arrangements with respect thereto
satisfactory to the Administrative Agent and the L/C Issuer shall have been made).



     2. Payment. If the Borrower shall default in payment or performance of any of the
Guaranteed Liabilities, whether principal, interest, premium, fees (including, but not limited to,
Attorneys’ Costs), or otherwise, when and as the same shall become due, and after expiration of any
applicable grace period, whether according to the terms of the Credit Agreement, by acceleration,
or otherwise, or upon the occurrence and during the continuance of any Event of Default, then any
or all of the Guarantors will, upon written demand thereof by the Administrative Agent, fully pay
to the Administrative Agent, for the benefit of the Guaranteed Parties, subject to any restriction
on each Guarantor’s Obligations set forth in Section 1 hereof, an amount equal to all the
Guaranteed Liabilities then due and owing.



     3. Absolute Rights and Obligations. This is a guaranty of payment and not of
collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several,
absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the
extent permitted by law, any defense to its obligations under this Guaranty Agreement to which it
is a party by reason of:




     (a) any lack of legality, validity or enforceability of the Credit Agreement, of any of
the Notes, of any other Loan Document, of any Guaranteed Cash Management Agreement or
Guaranteed Hedge Agreement or of any other agreement or instrument creating, providing
security for, or otherwise relating to any of the Guarantors’ Obligations, any of the
Guaranteed Liabilities, or any other guaranty of any of the



Form of Guaranty




F-2









 









Guaranteed Liabilities (the Loan Documents, the Guaranteed Cash Management Agreements,
the Guaranteed Hedge Agreements and all such other agreements and instruments being
collectively referred to as the “Related Agreements”);




     (b) any action taken under any of the Related Agreements, any exercise of any right or
power therein conferred, any failure or omission to enforce any right conferred thereby, or
any waiver of any covenant or condition therein provided;




     (c) any acceleration of the maturity of any of the Guaranteed Liabilities, of the
Guarantor’s Obligations of any other Guarantor, or of any other obligations or liabilities
of any Person under any of the Related Agreements;




     (d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration
in value, or impairment of any security for any of the Guaranteed Liabilities, for any of
the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities of
any Person under any of the Related Agreements;




     (e) any dissolution of the Borrower or any Guarantor or any other party to a Related
Agreement, or the combination or consolidation of the Borrower or any Guarantor or any other
party to a Related Agreement into or with another entity or any transfer or disposition of
any assets of the Borrower or any Guarantor or any other party to a Related Agreement;




     (f) any extension (including without limitation extensions of time for payment),
renewal, amendment, restructuring or restatement of, any acceptance of late or partial
payments under, or any change in the amount of any borrowings, other credit extensions or
any credit facilities available under, the Credit Agreement, any of the Notes or any other
Loan Document or any other Related Agreement, in whole or in part;




     (g) the existence, addition, modification, termination, reduction or impairment of
value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities
(including without limitation the Guarantor’s Obligations of any other Guarantor and
obligations arising under any other Guaranty now or hereafter in effect);




     (h) any waiver of, forbearance or indulgence under, or other consent to any change in
or departure from any term or provision contained in the Credit Agreement, any other Loan
Document or any other Related Agreement, including without limitation any term pertaining to
the payment or performance of any of the Guaranteed Liabilities, any of the Guarantor’s
Obligations of any other Guarantor, or any of the obligations or liabilities of any party to
any other Related Agreement; or




     (i) any other circumstance whatsoever (with or without notice to or knowledge of any
Guarantor) which may or might in any manner or to any extent vary the risks of such
Guarantor, or might otherwise constitute a legal or equitable defense available to, or
discharge of, a surety or a guarantor, including without limitation any



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right to require or claim that resort be had to the Borrower or any other Loan Party or to
any collateral in respect of the Guaranteed Liabilities or Guarantors’ Obligations.


It is the express purpose and intent of the parties hereto that this Guaranty Agreement and the
Guarantors’ Obligations hereunder and under each Guaranty Joinder Agreement shall be absolute and
unconditional under any and all circumstances and shall not be discharged except by payment as
herein provided.




     4. Currency and Funds of Payment. All Guarantors’ Obligations will be paid in lawful
currency of the United States of America and in immediately available funds, regardless of any law,
regulation or decree now or hereafter in effect that might in any manner affect the Guaranteed
Liabilities, or the rights of any Guaranteed Party with respect thereto as against the Borrower, or
cause or permit to be invoked any alteration in the time, amount or manner of payment by the
Borrower of any or all of the Guaranteed Liabilities.



     5. Events of Default. Without limiting the provisions of Section 2 hereof, in
the event that there shall occur and be continuing an Event of Default, then notwithstanding any
collateral or other security or credit support for the Guaranteed Liabilities, at the
Administrative Agent’s election and without notice thereof or demand therefor (except as provided
in the Credit Agreement), the Guarantors’ Obligations shall immediately be and become due and
payable.



     6. Subordination. Until this Guaranty Agreement is terminated in accordance with
Section 21 hereof, each Guarantor hereby unconditionally subordinates all present and
future debts, liabilities or obligations now or hereafter owing to such Guarantor (a) of the
Borrower, to the payment in full of the Guaranteed Liabilities, (b) of every other Guarantor (an
“obligated guarantor”), to the payment in full of the Guarantors’ Obligations of such obligated
guarantor, and (c) of each other Person now or hereafter constituting a Loan Party, to the payment
in full of the obligations of such Loan Party owing to any Guaranteed Party and arising under the
Loan Documents, any Guaranteed Cash Management Agreement or any Guaranteed Hedge Agreement. All
amounts due under such subordinated debts, liabilities, or obligations shall, upon the occurrence
and during the continuance of an Event of Default, be collected and, upon request by the
Administrative Agent, paid over forthwith to the Administrative Agent for the benefit of the
Guaranteed Parties on account of the Guaranteed Liabilities, the Guarantors’ Obligations, or such
other obligations, as applicable, and, after such request and pending such payment, shall be held
by such Guarantor as agent and bailee of the Guaranteed Parties separate and apart from all other
funds, property and accounts of such Guarantor.



     7. Suits. Each Guarantor from time to time shall pay to the Administrative Agent for
the benefit of the Guaranteed Parties, on written demand, at the Administrative Agent’s Office or
such other address as the Administrative Agent shall give notice of to such Guarantor, the
Guarantors’ Obligations as they become or are declared due, and in the event such payment is not
made forthwith, the Administrative Agent may proceed to suit against any one or more or all of the
Guarantors. At the Administrative Agent’s election, one or more and successive or concurrent suits
may be brought hereon by the Administrative Agent against any one or more or all of the Guarantors,
whether or not suit has been commenced against the Borrower, any other Guarantor, or any other
Person and whether or not the Guaranteed Parties have taken or failed to



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take any other action to collect all or any portion of the Guaranteed Liabilities or
Guarantors’ Obligations or have taken or failed to take any actions against any collateral securing
payment or performance of all or any portion of the Guaranteed Liabilities or Guarantors’
Obligations, and irrespective of any event, occurrence, or condition described in Section 3
hereof.




     8. Set-Off and Waiver. Each Guarantor waives any right to assert against any
Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its
Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may
now or at any time hereafter have against the Borrower or any or all of the Guaranteed Parties
without waiving any additional defenses, set-offs, counterclaims or other claims otherwise
available to such Guarantor.



     9. Waiver of Notice; Subrogation.




     (a) Each Guarantor hereby waives to the extent permitted by law notice of the following
events or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Guaranteed
Parties’ heretofore, now or from time to time hereafter making Loans and issuing Letters of
Credit and otherwise loaning monies or giving or extending credit to or for the benefit of
the Borrower or any other Loan Party, or otherwise entering into arrangements with any Loan
Party giving rise to Guaranteed Liabilities, whether pursuant to the Credit Agreement or the
Notes or any other Loan Document or Related Agreement or any amendments, modifications, or
supplements thereto, or replacements or extensions thereof; (iii) presentment, demand (other
than any written demand expressly required hereunder), default, non-payment, partial payment
and protest; and (iv) any other event, condition, or occurrence described in Section
3 hereof. Each Guarantor agrees that each Guaranteed Party may heretofore, now or at
any time hereafter do any or all of the foregoing in such manner, upon such terms and at
such times as each Guaranteed Party, in its sole and absolute discretion, deems advisable,
without in any way or respect impairing, affecting, reducing or releasing such Guarantor
from its Guarantor’s Obligations, and each Guarantor hereby consents to each and all of the
foregoing events or occurrences.




     (b) Each Guarantor hereby agrees that payment or performance by such Guarantor of its
Guarantor’s Obligations under this Guaranty Agreement may be enforced by the Administrative
Agent on behalf of the Guaranteed Parties upon written demand by the Administrative Agent to
such Guarantor without the Administrative Agent being required, such Guarantor expressly
waiving to the extent permitted by law any right it may have to require the Administrative
Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the
Borrower or any other Guarantor or any other guarantor of the Guaranteed Liabilities, or
(ii) seek to enforce or resort to any remedies with respect to any security interests, Liens
or encumbrances granted to the Administrative Agent or any Lender or other party to a
Related Agreement by the Borrower, any other Guarantor or any other Person on account of the
Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED
AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE



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ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT,
EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING.




     (c) Each Guarantor further agrees with respect to this Guaranty Agreement that it shall
have no right of subrogation, reimbursement, contribution or indemnity, nor any right of
recourse to security for the Guaranteed Liabilities, unless and until 93 days immediately
following the Facility Termination Date shall have elapsed without the filing or
commencement, by or against any Loan Party, of any state or federal action, suit, petition
or proceeding seeking any reorganization, liquidation or other relief or arrangement in
respect of creditors of, or the appointment of a receiver, liquidator, trustee or
conservator in respect to, such Loan Party or its assets. This waiver is expressly intended
to prevent the existence of any claim in respect of such subrogation, reimbursement,
contribution or indemnity by any Guarantor against the estate of any other Loan Party within
the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case
involving any other Loan Party. If an amount shall be paid to any Guarantor on account of
such rights at any time prior to termination of this Guaranty Agreement in accordance with
the provisions of Section 21 hereof, such amount shall be held in trust for the
benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent,
for the benefit of the Guaranteed Parties, to be credited and applied upon the Guarantors’
Obligations, whether matured or unmatured, in accordance with the terms of the Credit
Agreement or otherwise as the Guaranteed Parties may elect. The agreements in this
subsection shall survive repayment of all of the Guarantors’ Obligations, the termination or
expiration of this Guaranty Agreement in any manner, including but not limited to
termination in accordance with Section 21 hereof, and occurrence of the Facility
Termination Date.



     10. Effectiveness; Enforceability. This Guaranty Agreement shall be effective as of
the date first above written and shall continue in full force and effect until termination in
accordance with Section 21 hereof. Any claim or claims that the Guaranteed Parties may at
any time hereafter have against a Guarantor under this Guaranty Agreement may be asserted by the
Administrative Agent on behalf of the Guaranteed Parties by written notice directed to such
Guarantor in accordance with Section 23 hereof.



     11. Representations and Warranties. Each Guarantor warrants and represents to the
Administrative Agent, for the benefit of the Guaranteed Parties, that it has the power and
authority and is duly authorized to execute and deliver this Guaranty Agreement (or the Guaranty
Joinder Agreement to which it is a party, as applicable), and to perform its obligations under this
Guaranty Agreement, that this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is
a party, as applicable) has been duly executed and delivered on behalf of such Guarantor by its
duly authorized representatives; that this Guaranty Agreement (and any Guaranty Joinder Agreement
to which such Guarantor is a party) is legal, valid, binding and enforceable against such Guarantor
in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles; and that such Guarantor’s execution, delivery and performance
of this Guaranty Agreement (and any Guaranty



Form of Guaranty




F-6









 







Joinder Agreement to which such Guarantor is a party) do not require any consent or approval
of any Person and do not violate or constitute a breach of any of its Organization Documents, any
agreement or instrument to which such Guarantor is a party, or any law, order, regulation, decree
or award of any governmental authority or arbitral body to which it or its properties or operations
is subject.




     12. Expenses. Each Guarantor agrees to be jointly and severally liable for the
payment of all reasonable fees and expenses, including Attorneys’ Costs, incurred by any Guaranteed
Party in connection with the enforcement of this Guaranty Agreement, whether or not suit be
brought.



     13. Reinstatement. Each Guarantor agrees that this Guaranty Agreement shall continue
to be effective or be reinstated, as the case may be, if at any time payment received by any
Guaranteed Party in respect of any Guaranteed Liabilities is rescinded or must be restored for any
reason, or is repaid by any Guaranteed Party in whole or in part in good faith settlement of any
pending or threatened avoidance claim.



     14. Reliance. Each Guarantor represents and warrants to the Administrative Agent, for
the benefit of the Guaranteed Parties, that: (a) such Guarantor has adequate means to obtain on a
continuing basis (i) from the Borrower, information concerning the Loan Parties and the Loan
Parties’ financial condition and affairs and (ii) from other reliable sources, such other
information as it deems material in deciding to provide this Guaranty Agreement and any Guaranty
Joinder Agreement (“Other Information”), and has full and complete access to the Loan
Parties’ books and records and to such Other Information; (b) such Guarantor is not relying on any
Guaranteed Party or its or their employees, directors, agents or other representatives or
Affiliates, to provide any such information, now or in the future; (c) such Guarantor has been
furnished with and reviewed the terms of the Credit Agreement and such other Loan Documents and
Related Agreements as it has requested, is executing this Guaranty Agreement (or the Guaranty
Joinder Agreement to which it is a party, as applicable) freely and deliberately, and understands
the obligations and financial risk undertaken by providing this Guaranty Agreement (and any
Guaranty Joinder Agreement); (d) such Guarantor has relied solely on such Guarantor’s own
independent investigation, appraisal and analysis of the Borrower, the Borrower’s financial
condition and affairs, the Other Information, and such other matters as it deems material in
deciding to provide this Guaranty Agreement (and any Guaranty Joinder Agreement) and is fully aware
of the same; and (e) such Guarantor has not depended or relied on any Guaranteed Party or its or
their employees, directors, agents or other representatives or Affiliates, for any information
whatsoever concerning the Borrower or the Borrower’s financial condition and affairs or any other
matters material to such Guarantor’s decision to provide this Guaranty Agreement (and any Guaranty
Joinder Agreement), or for any counseling, guidance, or special consideration or any promise
therefor with respect to such decision. Each Guarantor agrees that no Guaranteed Party has any
duty or responsibility whatsoever, now or in the future, to provide to such Guarantor any
information concerning the Borrower or the Borrower’s financial condition and affairs, or any Other
Information, other than as expressly provided herein, and that, if such Guarantor receives any such
information from any Guaranteed Party or its or their employees, directors, agents or other
representatives or Affiliates, such Guarantor will independently verify such information and will
not rely on any Guaranteed Party or its or their



Form of Guaranty




F-7









 







employees, directors, agents or other representatives or Affiliates, with respect to such
information.




     15. Rules of Interpretation. The rules of interpretation contained in Section
1.02 of the Credit Agreement shall be applicable to this Guaranty Agreement and each Guaranty
Joinder Agreement and are hereby incorporated by reference. All representations and warranties
contained herein shall survive the delivery of documents and any extension of credit referred to
herein or guaranteed hereby.



     16. Entire Agreement. This Guaranty Agreement and each Guaranty Joinder Agreement,
together with the Credit Agreement and other Loan Documents, constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter hereof, and supersedes
all prior negotiations, agreements, understandings, inducements, commitments or conditions, express
or implied, oral or written, with respect to such subject matter except as herein contained. The
express terms hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof. Except as provided in Section 21 hereof,
neither this Guaranty Agreement nor any Guaranty Joinder Agreement nor any portion or provision
hereof or thereof may be changed, altered, modified, supplemented, discharged, canceled,
terminated, or amended orally or in any manner other than as provided in the Credit Agreement.



     17. Binding Agreement; Assignment. This Guaranty Agreement, each Guaranty Joinder
Agreement and the terms, covenants and conditions hereof and thereof, shall be binding upon and
inure to the benefit of the parties hereto and thereto, and to their respective heirs, legal
representatives, successors and assigns; provided, however, that no Guarantor shall
be permitted to assign any of its rights, powers, duties or obligations under this Guaranty
Agreement, any Guaranty Joinder Agreement or any other interest herein or therein without the prior
written consent of the Administrative Agent. Without limiting the generality of the foregoing
sentence of this Section 17, any Lender may assign to one or more Persons, or grant to one
or more Persons participations in or to, all or any part of its rights and obligations under the
Credit Agreement (to the extent permitted by the Credit Agreement); and to the extent of any such
assignment or participation such other Person shall, to the fullest extent permitted by law,
thereupon become vested with all the benefits in respect thereof granted to such Lender herein or
otherwise, subject however, to the provisions of the Credit Agreement, including Article IX
thereof (concerning the Administrative Agent) and Section 10.06 thereof concerning
assignments and participations. All references herein to the Administrative Agent shall include
any successor thereof.



     18. Guaranteed Cash Management Agreements and Guaranteed Hedging Agreements. No
Guaranteed Party (other than the Administrative Agent) that obtains the benefit of this Guaranty
Agreement shall have any right to notice of any action or to consent to, direct or object to any
action hereunder (including the release, impairment or modification of any Guarantors’ Obligations
or security therefor) other than in its capacity as a Lender and, in such case, only to the extent
expressly provided in the Loan Documents. Notwithstanding any other provision of this Guaranty
Agreement to the contrary, the Administrative Agent shall only be required to verify the payment
of, or that other satisfactory arrangements have been made with



Form of Guaranty




F-8









 







respect to, the Guaranteed Obligations arising under Guaranteed Cash Management Agreements and
Guaranteed Hedge Agreements to the extent the Administrative Agent has received written notice of
such Obligations, together with such supporting documentation as it may request, from the
applicable Cash Management Bank or Hedge Bank, as the case may be. Each Guaranteed Party not a
party to the Credit Agreement that obtains the benefit of this Guaranty Agreement shall be deemed
to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms
of the Credit Agreement, and that with respect to the actions and omissions of the Administrative
Agent hereunder or otherwise relating hereto that do or may affect such Guaranteed Party, the
Administrative Agent and each of its Related Parties shall be entitled to all the rights, benefits
and immunities conferred under Article IX of the Credit Agreement.




     19. Severability. The provisions of this Guaranty Agreement are independent of and
separable from each other. If any provision hereof shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Guaranty Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.



     20. Counterparts. This Guaranty Agreement may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Guaranty Agreement to produce or account for more than one
such counterpart executed by the Guarantors against whom enforcement is sought. Without limiting
the foregoing provisions of this Section 20, the provisions of Section 10.10 of the
Credit Agreement shall be applicable to this Guaranty Agreement.



     21. Termination. Subject to reinstatement pursuant to Section 13 hereof, this
Guaranty Agreement and each Guaranty Joinder Agreement, and all of the Guarantors’ Obligations
hereunder (excluding those Guarantors’ Obligations relating to Guaranteed Liabilities that
expressly survive such termination) shall terminate on the Facility Termination Date.



     22. Remedies Cumulative; Late Payments. All remedies hereunder are cumulative and are
not exclusive of any other rights and remedies of the Administrative Agent or any other Guaranteed
Party provided by law or under the Credit Agreement, the other Related Agreements or other
applicable agreements or instruments. The making of the Loans and other credit extensions pursuant
to the Credit Agreement and other Related Agreements shall be conclusively presumed to have been
made or extended, respectively, in reliance upon each Guarantor’s guaranty of the Guaranteed
Liabilities pursuant to the terms hereof. Any amounts not paid when due under this Guaranty
Agreement shall bear interest at the Default Rate.



     23. Notices. Any notice required or permitted hereunder or under any Guaranty Joinder
Agreement shall be given, (a) with respect to each Guarantor, at the address of the Borrower
indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the
Administrative Agent or any other Guaranteed Party, at the Administrative Agent’s address indicated
in Schedule 10.02 of the Credit Agreement. All such addresses may be modified, and



Form of Guaranty




F-9









 







all such notices shall be given and shall be effective, as provided in Section 10.02 of the
Credit Agreement for the giving and effectiveness of notices and modifications of addresses
thereunder.




     24. Joinder. Each Person that shall at any time execute and deliver to the
Administrative Agent a Guaranty Joinder Agreement substantially in the form attached as Exhibit A
hereto shall thereupon irrevocably, absolutely and unconditionally become a party hereto and
obligated hereunder as a Guarantor, and all references herein and in the other Loan Documents to
the Guarantors or to the parties to this Guaranty Agreement shall be deemed to include such Person
as a Guarantor hereunder.



     25. Governing Law; Venue; Waiver of Jury Trial.




     (a) THIS GUARANTY AGREEMENT AND EACH GUARANTY JOINDER AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.




     (b) EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY GUARANTY
JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN
ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, UNITED
STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS GUARANTY AGREEMENT OR A
GUARANTY JOINDER AGREEMENT, SUCH GUARANTOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH GUARANTOR
HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH
COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.




     (c) EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICES
TO SUCH GUARANTOR IN EFFECT PURSUANT TO SECTION 23 HEREOF, OR BY ANY OTHER METHOD OF
SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK.




     (d) NOTHING CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE THE
ADMINISTRATIVE AGENT FROM BRINGING ANY



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SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY
GUARANTY JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION
WHERE ANY GUARANTOR OR ANY OF SUCH GUARANTOR’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH GUARANTOR
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN
RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION
OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE
AVAILABLE UNDER APPLICABLE LAW.




     (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR
RELATED TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
CONNECTION THEREWITH, EACH GUARANTOR AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE
GUARANTEED PARTIES HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH
ACTION, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY
HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.




     (f) EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TO
WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.



[Signature page follows.]




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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Guaranty
Agreement as of the day and year first written above.



	 	 	 	 	 
	 	GUARANTORS:

 	 
	 	 	 
	 	 	 	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	ADMINISTRATIVE AGENT:




BANK OF AMERICA, N.A., as Administrative

Agent

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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EXHIBIT A




Form of Guaranty Joinder Agreement



GUARANTY JOINDER AGREEMENT




     THIS GUARANTY JOINDER AGREEMENT dated as of                     ___, 20___(this “Guaranty Joinder
Agreement”), is made by
                                        _, a                                         ___(the “Joining
Guarantor”), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the
“Administrative Agent”) for the Guaranteed Parties (as defined in the Guaranty Agreement
referenced below; all capitalized terms used but not defined herein shall have the meanings given
to such terms in such Guaranty Agreement).



RECITALS:




     A. Certain Domestic Subsidiaries of Republic Services, Inc., a Delaware corporation (the
“Borrower”), are party to a Guaranty Agreement dated as of                     , 200___(as in effect
on the date hereof, the “Guaranty Agreement”).



     B. The Joining Guarantor is a Domestic Subsidiary and is required by the terms of the Credit
Agreement to be joined as a party to the Guaranty Agreement as a Guarantor.



     C. The Joining Guarantor will materially benefit directly and indirectly from the making and
maintenance of the extensions of credit made from time to time under the Credit Agreement,
Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements.



     In order to induce the Guaranteed Parties to from time to time make and maintain extensions of
credit under the Credit Agreement, Guaranteed Cash Management Agreements and Guaranteed Hedge
Agreements, the Joining Guarantor hereby agrees as follows:



     1. Joinder. The Joining Guarantor hereby irrevocably, absolutely and unconditionally
becomes a party to the Guaranty Agreement as a Guarantor and bound by all the terms, conditions,
obligations, liabilities and undertakings of each Guarantor or to which each Guarantor is subject
thereunder, including without limitation the joint and several, unconditional, absolute, continuing
and irrevocable guarantee to the Administrative Agent for the benefit of the Guaranteed Parties of
the payment and performance in full of the Guaranteed Liabilities whether now existing or hereafter
arising, all with the same force and effect as if the Joining Guarantor were a signatory to the
Guaranty Agreement.



Form of Guaranty





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     2. Affirmations. The Joining Guarantor hereby acknowledges and reaffirms as of the
date hereof with respect to itself, its properties and its affairs each of the waivers,
representations, warranties, acknowledgements and certifications applicable to any Guarantor
contained in the Guaranty Agreement.



     3. Severability. The provisions of this Guaranty Joinder Agreement are independent of
and separable from each other. If any provision hereof shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Guaranty Joinder Agreement shall be construed as if such
invalid or unenforceable provision had never been contained herein.



     4. Counterparts. This Guaranty Joinder Agreement may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Guaranty Joinder Agreement to produce or account for more
than one such counterpart executed by the Joining Guarantor. Without limiting the foregoing
provisions of this Section 4, the provisions of Section 10.10 of the Credit
Agreement shall be applicable to this Guaranty Joinder Agreement.



     5. Delivery. The Joining Guarantor hereby irrevocably waives notice of acceptance of
this Guaranty Joinder Agreement and acknowledges that the Guaranteed Liabilities are and shall be
deemed to be incurred, and credit extensions under the Loan Documents, Guaranteed Cash Management
Agreements and Guaranteed Hedge Agreements made and maintained, in reliance on this Guaranty
Joinder Agreement and the Joining Guarantor’s joinder as a party to the Guaranty Agreement as
herein provided.



     6. Governing Law; Venue; Waiver of Jury Trial. The provisions of Section 25
of the Guaranty Agreement are hereby incorporated by reference as if fully set forth herein.



[Signature page follows.]




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     IN WITNESS WHEREOF, the Joining Guarantor has duly executed and delivered this Guaranty
Joinder Agreement as of the day and year first written above.



	 	 	 	 	 
	 	JOINING GUARANTOR:

 	 
	 	 	 
	 	 	 	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Form of Guaranty






F-15









 








EXHIBIT G




OPINION MATTERS



As used below, the term, “Transaction Documents” means the following:





	1.	 	the Credit Agreement;






	2.	 	the Notes;






	3.	 	the Guaranty; and






	4.	 	the Guaranty Joinder Agreement.




The following opinions shall be delivered on the Initial Funding Date by Akerman Senterfitt
limited, in the cases of 1, 2(a), 2(b) and 3 to the laws of the States of California, Florida,
Maryland, New York and Virginia and the Delaware limited liability company act and general
corporation law. Local counsel shall deliver 1, 2(a), 2(b), and 3 with respect to other
jurisdictions.




     1. Each Loan Party is a corporation, limited liability company or limited partnership, as the
case may be, validly existing and in good standing under the laws of the jurisdiction of its
organization.



     2. Each Loan Party has the requisite corporate, limited liability company or limited
partnership power and authority, as the case may be, to execute, deliver and perform its
obligations under each of the Transaction Documents to which it is a party. Such execution and
delivery, and the repayment of its obligations thereunder:



          (a) has been duly authorized by all necessary and proper corporate, limited partnership or
limited liability company action, as the case may be, of such Loan Party;




          (b) does not violate the Organizational Documents of such Loan Party or require any approval
of such Loan Party’s shareholders, members, managers, limited partners or general partners, as the
case may be, which has not been obtained;




          (c) will not violate any law or regulation of the State of New York or any law or regulation
of the United States of America (including, without limitation, Regulations T, U or X), in each
case, applicable to such Loan Party; and




          (d) will not (i) conflict with, violate or constitute a breach of any contract, agreement,
indenture, lease, instrument, commitment, judgment, writ, determination, order, decree or arbitral
award to which such Loan Party is a party or by which such Loan Party or any of its properties is
bound and which is specifically identified to us in the Officers’ Certificates as material to the
Credit Parties, taken as a whole, or (ii) to our actual knowledge, without independent
investigation, result in the




Opinion Matters




G-1









 







creation or imposition of any lien, pledge, charge or encumbrance of any nature upon or with
respect to any of the properties of such Loan Party.




     3. Each of the Transaction Documents has been duly executed and delivered by a duly authorized
officer or signatory of the Loan Party delivering the same.



     4. No approval by, authorization of, or filing with any agency or instrumentality of the
United States or the State of New York is necessary in connection with the execution and delivery
by each of the Credit Parties of the Transaction Documents to which it is a party or each Loan
Party’s performance of its obligations thereunder, except for approvals or authorizations which
have been obtained and filings which have been made.



     5. Each of the Transaction Documents constitutes the valid and binding obligation of each Loan
Party that is a party thereto, enforceable against such Loan Party in accordance with its terms.



     6. To our actual knowledge, without independent investigation, and based solely on our review
of the Officers’ Certificates, there is no pending or threatened in writing, action, suit,
investigation or proceeding before or by any court, or governmental department, commission, board,
bureau, instrumentality, agency or arbitral authority, which calls into question the validity or
enforceability of any of the Transaction Documents.



Opinion Matters






G-2









 








EXHIBIT H




FORM OF REPORT OF LETTER OF CREDIT INFORMATION





			
	To:	 	Bank of America, N.A. as Administrative Agent






			
	Attn:	 	






			
	Phone No.:	 	






			
	Fax No.:	 	






			
	Ref.:	 	Letters of Credit

Issued for the account of Republic Services, Inc.

or any Subsidiary thereof under

the Credit Agreement dated as of September 18, 2008





     Reporting Period :___/___/200___through___/___/200___



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Escalating	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Y/N(?)	 	 	 	 	 	 	 	 	 	Auto	 	 	 	 	 	 
	 	 	Maximum	 	Current	 	If “Y”	 	 	 	 	 	 	 	 	 	Renewal	 	Date of	 	Amount of	 	 
	 	 	Face	 	Face	 	Provide	 	Beneficiary	 	Issuance	 	Expiry	 	Auto	 	Period/	 	Amend	 	Amend-	 	Type of Amend-
	L/C No.	 	Amount	 	Amount	 	Schedule*	 	Name	 	Date	 	Date	 	Renewal	 	Notice	 	-ment	 	ment	 	ment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Form of Report of Letter of Credit Information




H-1