exv10w1



 





EXHIBIT 10.1





     FOURTH AMENDMENT dated as of June 16, 2004 (this
“Amendment”), to the Credit Agreement dated as of July 21,
1999 as amended and restated as of March 30, 2004 (as
amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among ALLIED WASTE
INDUSTRIES, INC. (“Allied Waste”), ALLIED WASTE NORTH
AMERICA, INC. (the “Borrower”); the lenders party thereto
(the “Lenders”); and JPMORGAN CHASE BANK, as administrative
agent (in such capacity, the “Administrative Agent”) and
collateral agent for the Lenders and as collateral trustee
for the Shared Collateral Secured Parties.



          The Borrower has requested that the Lenders amend certain provisions of
the Credit Agreement, and the Lenders are willing so to amend the Credit
Agreement, on the terms and subject to the conditions set forth herein.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.



          Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:



          SECTION 1. Amendment of Credit Agreement. The Credit Agreement is hereby
amended, effective as of the Amendment Effective Date (as defined in Section
3), as follows:




     (a) Amendment of Section 1.01. The definition of “Excess Cash Flow”
in Section 1.01 is amended by deleting the word “and” at the end of
clause (b)(viii) thereof, replacing the period at the end of clause
(b)(ix) thereof with “; and” and adding a new clause (b)(x) as follows:




     “(x) The aggregate amount of cash payments made in respect of
Optional Repurchases of 10% Notes made during such Excess Cash
Flow Calculation Period pursuant to Section 6.11(a)(ii)(u), other
than any such payments made with the proceeds of Revolving Loans
or other Indebtedness.”




     (b) Amendment of Section 2.11. Section 2.11 is amended by adding a
new paragraph (g) to read as follows:




     “(g) In the event and on each occasion that any Optional
Repurchase is made pursuant to Section 6.11(a)(ii)(u), the
Borrower shall, on the last day of the fiscal quarter during which
such Optional Repurchases were effected, prepay Term Loans in an
aggregate amount



 









 






equal to the aggregate amount of cash expenditures made
during such fiscal quarter for such Optional Repurchases; provided
that if the amount of any such required prepayment when taken
together with the aggregate amount of all other such prepayments
required pursuant to this paragraph (g) that have not yet been
made (the “Cumulative Amount”) is at any time greater than
$20,000,000, the Borrower shall prepay Term Loans in an aggregate
amount equal to the Cumulative Amount not later than the fifth
Business Day after the Cumulative Amount exceeds $20,000,000. Any
prepayments of Term Loans pursuant to this paragraph (g) will be
treated as mandatory prepayments for purposes of the definition of
Excess Cash Flow and paragraph (d) of this Section.”




     (c) Amendment of Section 6.11. Section 6.11 is amended by revising
clause (ii)(u) of paragraph (a) thereof to read in its entirety as
follows:




     “Optional Repurchases of 10% Notes effected after June 16,
2004 in an aggregate principal amount not in excess of
$275,000,000, provided that any prepayment of Term Loans required
pursuant to Section 2.11(g) in connection therewith is made as
required thereby,”



          SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, each of the Borrower and Allied Waste
represents and warrants to each of the Lenders, the Administrative Agent, the
Collateral Agent and the Collateral Trustee that, as of the Amendment Effective
Date:




     (a) This Amendment has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally
and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).




     (b) The representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on and
as of the Amendment Effective Date with the same effect as though made on
and as of the Amendment Effective Date, except to the extent such
representations and warranties expressly relate to an earlier date (in
which case they were true and correct in all material respects as of such
earlier date).




     (c) After giving effect to the amendments herein, no Default or
Event of Default has occurred and is continuing.



          SECTION 3. Effectiveness. This Amendment shall become effective on the
first date on which the Administrative Agent shall have received counterparts
of this Amendment that, when taken together, bear the signatures of the
Required Lenders, the Borrower and Allied Waste, provided that such date is not
later than 30 days after the date of this Amendment (the “Amendment Effective
Date”).



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          SECTION 4. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent, the Collateral Agent or the Collateral Trustee under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or of any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrower or Allied Waste to a consent to,
or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall apply and be effective only with respect to the provisions
of the Credit Agreement specifically referred to herein.



          SECTION 5. Costs and Expenses. The Borrower and Allied Waste, jointly and
severally, agree to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent.



          SECTION 6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.



          SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.



	 	 	 	 	 	 	 
	 	 	ALLIED WASTE INDUSTRIES, INC.,
	 
	 	 	 	 	 	 
	 	 	 	 	by                                                         
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	ALLIED WASTE NORTH AMERICA, INC.,
	 
	 	 	 	 	 	 
	 	 	 	 	by                                                         
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, individually

and as Administrative Agent,
	 
	 	 	 	 	 	 
	 	 	 	 	by                                                         
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:







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	 	 	SIGNATURE PAGE TO FOURTH AMENDMENT DATED AS OF
JUNE 16, 2004 TO THE ALLIED WASTE NORTH
AMERICA, INC. CREDIT AGREEMENT DATED AS OF
JULY, 21 1999, AS AMENDED AND RESTATED AS OF
MARCH 30, 2004
	 
	 	 	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 	 	 
	 	 	 	 	by                                                         
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:








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