EXHIBIT 4.7
AMENDMENT dated as of January 25, 2001 (this
"Amendment"), to the Shared Collateral Pledge
Agreement (the "Shared Collateral Pledge Agreement")
dated as of July 30, 1999, among ALLIED WASTE NORTH
AMERICA, INC. ("AWNA"), each subsidiary of AWNA
listed on Schedule I thereto (the "Subsidiary
Pledgors"), and THE CHASE MANHATTAN BANK ("Chase"),
as collateral trustee (the "Collateral Trustee").
AWNA and the Subsidiary Pledgors have requested that the
Collateral Trustee amend certain provisions of the Shared Collateral Pledge
Agreement, and the Collateral Trustee is willing so to amend the Shared
Collateral Pledge 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 Shared Collateral Pledge
Agreement or in the Credit Agreement dated as of July 21, 1999, as amended as of
the date hereof (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") among Allied Waste Industries, Inc., AWNA, the
lenders party thereto, and The Chase Manhattan Bank, as administrative agent and
collateral agent.
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 the Shared Collateral Pledge
Agreement. The Shared Collateral Pledge Agreement is hereby amended, effective
as of the Amendment Effective Date, as follows:
(a) The definition of "AWNA Indenture Debt" in Section 1 of
the Shared Collateral Pledge Agreement is hereby amended by inserting the phrase
"and the 2001 Senior Notes" at the end of such definition.
(b) The definition of "Obligations" in Section 1 of the Shared
Collateral Pledge Agreement is hereby amended by inserting the phrase "other
than the 2001 Senior Notes" at the end of each such definition.
SECTION 2. Representations and Warranties. To induce the
Collateral Trustee to enter into this Amendment on behalf of the Secured
Parties, each of AWNA and the Subsidiary Pledgors represents and warrants to the
Collateral Trustee and the Secured Parties that:
(a) As of the Amendment Effective Date that this Amendment has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable 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 Section 4
of the Shared Collateral Pledge 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.
SECTION 3. Effectiveness. This Amendment shall become
effective on the first date (the "Amendment Effective Date") on which (a) the
amendment to the Credit Agreement dated as of January 25, 2001 shall have become
effective and (b) the Collateral Trustee shall have received counterparts of
this Amendment that, when taken together, bear the signatures of each of AWNA,
the Subsidiary Pledgors and the Collateral Trustee.
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
Collateral Trustee or any other Secured Party under the Shared Collateral Pledge
Agreement, 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 Shared Collateral Pledge Agreement or
any other provision of the Shared Collateral Pledge Agreement, 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 AWNA or the Subsidiary Pledgors 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 Shared
Collateral Pledge Agreement, 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 Shared Collateral Pledge Agreement
specifically referred to herein.
SECTION 5. Costs and Expenses. AWNA and the Subsidiary
Pledgors, jointly and severally, agree to reimburse the Collateral Trustee for
its reasonable out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Xxxxx, counsel for the Collateral Trustee.
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 NORTH AMERICA, INC.,
by
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Name:
Title:
THE SUBSIDIARY PLEDGORS LISTED ON
SCHEDULE I TO THE SHARED COLLATERAL
PLEDGE AGREEMENT,
by
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Name:
Title:
THE CHASE MANHATTAN BANK, as Collateral
Trustee,
by
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Name:
Title:
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