exv10w1






Exhibit 10.1




November
25, 2008




Allied Waste Industries, Inc.

18500 N. Allied Way

Phoenix, Arizona 85054





			
	     Re:	 	Agreement and Plan of Merger, dated as of June 22, 2008, as amended July 31,
2008 (“Merger Agreement”), pursuant to which Republic Services, Inc.
(“Republic Parent”) will acquire 100% of the outstanding capital stock of
Allied Waste Industries, Inc. (“Allied”) through a merger of RS Merger Wedge,
Inc., a wholly owned subsidiary of Republic Parent, with and into Allied
(“Merger”).





Ladies and Gentlemen:




     We refer to the respective indebtedness of Republic Parent and Allied, and their respective
subsidiaries, described on Exhibit A attached hereto (“Indebtedness”). In furtherance of
their respective obligations under Section 7.11(d) of the Merger Agreement to use
reasonable efforts to ensure that the ratings condition of Section 8.02(e) of the Merger
Agreement is satisfied, Republic Parent and Allied each hereby agree to provide, and to cause
substantially all of their respective subsidiaries to provide, guaranties of the Indebtedness to
the extent any of such parties are not currently obligors thereon; provided
however, that: (i) such guaranties shall not become effective, in the case of any Republic
Parent and Republic Parent subsidiary guaranties, until the effective date of the Merger, and, in
the case of any Allied and Allied subsidiary guaranties, until the day after the effective date of
the Merger; (ii) such guaranties shall otherwise, subject to Section 7.11(d) of the Merger
Agreement, be in form and substance reasonably acceptable to the parties hereto (provided that any
release of Republic Parent under any such guaranty obligation shall be limited to circumstances
pertaining to the termination, satisfaction, discharge or defeasance of the applicable indebtedness
which is the subject of such guaranty obligation); and (iii) this Agreement does not extend to
those subsidiaries of Republic Parent and Allied that are not required by the terms of the Debt
Financing (defined on Exhibit A hereto) to guaranty, and which do not guaranty, the Debt Financing.



     This Agreement is for the benefit of the parties to the Merger Agreement, and no third party
beneficiary is intended. This Agreement does not constitute a guarantee of any of the
Indebtedness. The obligations in this Agreement shall terminate and be of no effect in the event
that the Merger Agreement terminates or expires in accordance with its terms prior to the closing
of the Merger.



 









 





     Please indicate your acceptance of the understandings and agreement contained herein by having
a copy of this letter executed in the space indicated below.



	 	 	 	 	 
	 	Sincerely,





REPUBLIC SERVICES, INC.

 	 
	 	By:  	/s/
Edward A. Lang III
 	 
	 	 	Edward A. Lang III

Vice President, Finance and Treasurer 	 
	 	 	 	 
	 



	 	 	 	 	 
	Accepted and Agreed:





ALLIED WASTE INDUSTRIES, INC.

 	 
	By:  	/s/
Timothy R. Donovan, Esq.
 	 
	 	Timothy R. Donovan, Esq.

Executive Vice President, General Counsel and

Corporate Secretary 	 
	 	 	 



 









 






	 	 	 	 	 



Exhibit “A”

Description of Indebtedness





	A.	 	(i) $1,750,000,000 Credit Facility of Republic Services, Inc. pursuant to the Credit
Agreement, dated as of September 18, 2008, among Republic Services, Inc., Bank of
America, N.A., as Administrative Agent and the lenders party thereto; and
	 
	 	 	(ii) $1,000,000,000 Credit Facility of Republic Services, Inc. pursuant to Credit
Agreement, dated as of April 26, 2007, as amended by Amendment No. 1 to Credit
Agreement, dated as of September 18, 2008, among Republic Services, Inc., Bank of
America, N.A., as Administrative Agent and the lenders party thereto (the Credit
Facilities set forth in clauses (i) and (ii) of this paragraph A referred to as the
“Debt Financing”).
	 
	B.	 	$375,000,000 7 1/8% Notes due 2009, issued under Indenture, dated as of May 24, 1999,
by and between Republic Services, Inc. and The Bank of New York Mellon (f/k/a The Bank
of New York), as Trustee.
	 
	C.	 	Notes of Republic Services, Inc., issued under Indenture, dated as of August 15,
2001, as amended and supplemented from time to time, by and between Republic and The
Bank of New York Mellon (f/k/a The Bank of New York), as Trustee,






	 	1.	 	$400,000,000 6.75% Senior Notes due 2011, issued pursuant to First
Supplemental Indenture, dated as of August 15, 2001; and
	 
	 	2.	 	$275,674,000 6.086% Notes due 2035 issued under Second Supplemental
Indenture, dated as of March 21, 2005.






	D.	 	Senior Notes of Allied Waste North America, Inc., issued under Senior Indenture, dated as of
December 23, 1998, as amended and supplemented from time to time, by and between Allied Waste
North America, Inc., and U.S. Bank National Association (f/k/a U.S. Bank Trust National
Association), as Trustee






	 	1.	 	$350,000,000 61/2% Senior Notes due 2010 issued pursuant to the Eleventh
Supplemental Indenture, dated as of November 10, 2003;
	 
	 	2.	 	$400,000,000 53/4% Senior Notes due 2011 issued pursuant to Twelfth Supplemental
Indenture, dated as of January 27, 2004;




 









 












	 	3.	 	$275,000,000 63/8
    
% Senior Notes due 2011 issued pursuant to Fifteenth
Supplemental Indenture, dated as of April 20, 2004;
	 
	 	4.	 	$450,000,000 77/8
    % Senior Notes due 2013 issued pursuant to Tenth Supplemental
Indenture, dated as of April 9, 2003;
	 
	 	5.	 	$425,000,000 61/8
    % Senior Notes due 2014 issued pursuant to Thirteenth
Supplemental Indenture, dated as of January 27, 2004;
	 
	 	6.	 	$400,000,000 73/8
    % Senior Unsecured Notes due 2014 issued pursuant to Fourteenth
Supplemental Indenture, dated as of April 20, 2004;
	 
	 	7.	 	$600,000,000 71/4% Senior Notes due 2015 issued pursuant to Sixteenth
Supplemental Indenture, dated as of March 9, 2005;
	 
	 	8.	 	$600,000,000 71/8
    % Senior Notes due 2016 issued pursuant to Seventeenth
Supplemental Indenture, dated as of May 17, 2006; and
	 
	 	9.	 	$750,000,000 67/8
    % Senior Notes due 2017 issued pursuant to Eighteenth
Supplemental Indenture, dated as of March 12, 2007.






	E.	 	Debentures of Browning-Ferris Industries, LLC (successor to Browning-Ferris
Industries, Inc.) (“BFI”) issued under the Indenture, dated as of September 1,
1991, as amended and supplemented from time to time, by and between BFI, BBCO, Inc.,
as Co-Obligor and The Bank of New York Mellon Trust Company, N.A., successor to
JPMorgan Chase Bank, National Association, successor to Chase Bank of Texas, National
Association, as successor trustee to First City, Texas-Houston, National Association.






	 	1.	 	$100,000,000 9.25% Debenture due 2021
	 
	 	2.	 	$400,000,000 7.40% Debentures due 2035