EXHIBIT 10.70
SEVENTH AMENDMENT TO
CREDIT AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of
September 30, 2004 (this "Amendment"), is entered into by and among ALLIED
RECEIVABLES FUNDING INCORPORATED, as borrower (the "Borrower"), ALLIED WASTE
NORTH AMERICA, INC., as the servicer (the "SERVICER"), BLUE RIDGE ASSET FUNDING
CORPORATION, as a lender ("Blue Ridge"), WACHOVIA BANK, NATIONAL ASSOCIATION, as
the Agent (the "Agent") and as Liquidity Bank and as Lender Group Agent,
ATLANTIC ASSET SECURITIZATION CORP., as a lender ("Atlantic Asset") and CALYON
NEW YORK BRANCH, as the Atlantic Group Agent (in such capacity, the "Atlantic
Group Agent") and as an Atlantic Liquidity Bank (in such capacity, the "Atlantic
Liquidity Bank"). Capitalized terms used and not otherwise defined herein are
used as defined in the Agreement (as defined below and amended hereby).
WHEREAS, the Borrower, Servicer, Blue Ridge and Agent have entered into
that certain Credit and Security Agreement, dated as of March 7, 2003 (as
amended, restated, supplemented or otherwise modified to the date hereof, the
"Agreement");
WHEREAS, the Borrower, Servicer, Blue Ridge and Agent desire to amend the
Agreement in certain respects as hereinafter set forth;
WHEREAS, this Amendment shall constitute the "Assignment Agreement"
pursuant to which each party in the Atlantic Group becomes a party to the
Agreement;
NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:
SECTION 1. Amendments.
The Agreement is hereby amended as follows:
(a) Atlantic/Calyon Joinder.
(i) Each of the parties to the Agreement agrees that, from
and after the date hereof, (w) Atlantic Asset shall be a Conduit and
Lender under the Agreement, (x) Calyon shall be the Atlantic Group
Agent and a Lender Group Agent under the Agreement, (y) Calyon shall
be an Atlantic Liquidity Bank under the Agreement and (z) each of
them shall have all of the rights, duties and obligations of a
Conduit, a Lender, a Lender Group Agent and a Liquidity Bank, as
applicable, under the Agreement. Each of Atlantic Asset and Calyon
hereby
appoints and authorizes the Agent to take such action on its behalf
and to exercise such powers under the Agreement as are delegated to
the Agent by the terms thereof.
(ii) Each of Atlantic Asset and Calyon hereby agree to assume
the duties and obligations of a Conduit, a Lender, a Liquidity Bank,
and a Lender Group Agent, as applicable, under the Agreement.
(b) Changes to Exhibit I.
(i) The following definitions in Exhibit I to the Agreement
are hereby amended as follows:
(A) The definition of "Aggregate Commitment" is hereby amended and
restated in its entirety as follows:
Aggregate Commitment: On any date of determination, the
aggregate amount of the Liquidity Banks' Commitments to make
Loans hereunder. As of the date hereof, the Aggregate
Commitment is $230,000,000.
(B) The definition of "Alternate Base Rate" is hereby amended and
restated in its entirety as follows:
"Alternate Base Rate: For any Lender Group on any day,
such rate shall be equal to a rate per annum equal to the
higher as of such day of (A) the Prime Rate, or (B) one-half
of one percent (0.50%) above the Federal Funds Effective Rate
(for purposes of determining the Alternate Base Rate for any
day, changes in such Prime Rate or such Federal Funds
Effective Rate shall be effective on the date of each such
change)."
(C) The definition of "Broken Funding Costs" is hereby amended and
restated in its entirety as follows:
"Broken Funding Costs: For (i) any Lender Group on any
day, as defined in the related Assignment Agreement;
(ii) the Blue Ridge Group: (A) in the case of a CP Rate
Loan made by Blue Ridge, has its principal reduced without
compliance by Borrower with the notice requirements hereunder,
(B) in the case of a CP Rate Loan made by Blue Ridge or a LIBO
Rate Loan made by a Blue Ridge Liquidity Bank, does not become
subject to an Aggregate Reduction following the delivery of
any Reduction Notice, (C) in the case of a CP Rate Loan made
by Blue Ridge, is assigned under the Blue Ridge
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Liquidity Agreement, or (D) in the case of a LIBO Rate Loan
made by a Blue Ridge Liquidity Bank, is terminated or reduced
prior to the last day of its Interest Period, an amount equal
to the excess, if any, of (I) the related CP Costs or Interest
(as applicable) that would have accrued during the remainder
of the tranche periods for Blue Ridge's Commercial Paper
determined by the Blue Ridge Agent to relate to such Loan or
Interest Periods (as applicable) subsequent to the date of
such reduction, assignment or termination (or in respect of
clause (B) above, the date such Aggregate Reduction was
designated to occur pursuant to the Reduction Notice) of the
principal of such Loan if such reduction, assignment or
termination had not occurred or such Reduction Notice had not
been delivered, over (II) the sum of (x) to the extent all or
a portion of such principal is allocated to another Loan made
by the Blue Ridge Group, the amount of CP Costs of Blue Ridge
or Interest owed to the Blue Ridge Liquidity Banks actually
accrued during the remainder of such period on such principal
for the new Loan, and (y) to the extent such principal is not
allocated to another Loan made by the Blue Ridge Group, the
income, if any, actually received during the remainder of such
period by the holder of such Loan from investing the portion
of such principal not so allocated; in the event that the
amount referred to in clause (II) exceeds the amount referred
to in clause (I), the relevant Blue Ridge Group Lender or
Lenders agree to pay to Borrower the amount of such excess;
and
(iii) the Atlantic Group: the amount, if any, by which
(a) the CP Costs or Interest, as applicable, for any Loan
funded by the Atlantic Group which would have accrued during
the related Settlement Period on the prepayments of such Loans
relating to such Settlement Period, as applicable, had such
prepayments not occurred, exceeds (b) the income, if any,
received by the Atlantic Group investing the proceeds of such
prepayments.
All Broken Funding Costs shall be due and payable hereunder
upon demand."
(D) The definition of "Commitment" is hereby amended and restated
in its entirety as follows:
"Commitment: For each Liquidity Bank that is part of any
Lender Group, the commitment of such Liquidity Bank to make
Loans to Borrower hereunder in the event the related Conduit
elects not to fund such Lender Group's Lender Group Share of
any Advance in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such
Liquidity Bank's name on Schedule A to the
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Agreement (in the case of the initial Blue Ridge Liquidity
Banks or initial Atlantic Liquidity Banks) or the amount set
forth opposite such Liquidity Bank's name on Schedule I to the
related Assignment Agreement (in the case of the other
Liquidity Banks)."
(E) The definition of "Commitment Termination Date" is hereby
amended and restated in its entirety as follows:
"Commitment Termination Date: May 31, 2005."
(F) The definition of "CP Costs" is hereby amended and restated in
its entirety as follows:
"CP Costs: For (i) any Lender Group on any day, as
defined in the related Assignment Agreement;
(ii) the Blue Ridge Group, including any Loan made by
the Blue Ridge Group that is made by the Blue Ridge Liquidity
Banks, but which Loans incur CP Costs in accordance with
Sections 1.2 or 1.6(c): for each day, the sum of (A) discount
or interest accrued on Pooled Commercial Paper on such day,
plus (B) any and all accrued commissions in respect of
placement agents and Blue Ridge's commercial paper dealers,
and issuing and paying agent fees incurred, in respect of such
Pooled Commercial Paper for such day, plus (C) other costs
associated with funding small or odd-lot amounts with respect
to all receivable purchase facilities which are funded by
Pooled Commercial Paper for such day, minus (D) any accrual of
income net of expenses received on such day from investment of
collections received under all receivable purchase or
financing facilities funded substantially with Pooled
Commercial Paper, minus (E) any payment received on such day
net of expenses in respect of Broken Funding Costs (or similar
costs) related to the prepayment of any investment of Blue
Ridge pursuant to the terms of any receivable purchase or
financing facilities funded substantially with Pooled
Commercial Paper; in addition to the foregoing costs, if
Borrower shall request any Advance during any period of time
determined by the Blue Ridge Agent in its sole discretion to
result in incrementally higher CP Costs applicable to Blue
Ridge's Lender Group Share of such Advance, the principal
associated with Blue Ridge's Lender Group Share of such
Advance shall, during such period, be deemed to be funded by
Blue Ridge in a special pool (which may include capital
associated with other receivable purchase or financing
facilities) for purposes of determining such additional CP
Costs applicable only to such special pool and charged each
day during such period against such principal; and
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(iii) the Atlantic Group: to the extent that Atlantic
funds a Loan for any Settlement Period by issuing Commercial
Paper, the rate (or if more than one rate, the weighted
average of the rates, and including all dealer fees related to
such Commercial Paper of Atlantic and all costs associated
with funding small or odd lot amounts) at which Commercial
Paper of Atlantic having a term equal to such Settlement
Period and to be issued to fund such Loan may be sold by any
placement agent or commercial paper dealer selected by the
Atlantic Group Agent on behalf of Atlantic, as agreed between
each such agent or dealer and the Atlantic Group Agent and
notice of which has been given by the Agent to the Servicer;
provided if the rate (or rates) as agreed between any such
agent or dealer and the Atlantic Group Agent for any
Settlement Period for any Loan is a discount rate (or rates),
then such rate shall be the rate (or if more than one rate,
the weighted average of the rates) resulting from converting
such discount rate (or rates) to an interest-bearing
equivalent rate per annum."
(G) The definition of "Default Rate" is hereby amended and
restated in its entirety as follows:
"Default Rate: For any Lender Group on any day, a rate
per annum equal to the sum of (A) the Alternate Base Rate for
such Lender Group plus (B) 2.00%, changing when and as such
Alternate Base Rate changes."
(H) The definition of "Downgrading Event" is hereby amended and
restated in its entirety as follows:
"Downgrading Event: For (i) any Lender Group on any day,
as defined in the related Assignment Agreement;
(ii) the Blue Ridge Group: with respect to any Person
means the lowering of the rating with regard to the short-term
securities of such Person to below (A) A-1 by S&P, or (B) P-1
by Xxxxx'x; and
(iii) Atlantic Group: with respect to any Person means
the lowering of the rating with regard to the short-term
securities of such Person to below (A) A-1 by S&P, (B) P-1 by
Xxxxx'x or (C) F1 by Fitch Ratings."
(I) The definition of "Eligible Assignee" is hereby amended and
restated in its entirety as follows:
"Eligible Assignee: For (i) any Lender Group on any day,
as defined in the related Assignment Agreement;
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(ii) the Blue Ridge Group: a commercial bank having a
combined capital and surplus of at least $250,000,000 with a
rating of its (or its holding company's) short-term securities
equal to or higher than (A) A-1 by S&P and (B) P-1 by Xxxxx'x;
and
(iii) the Atlantic Group: a commercial bank having a
combined capital and surplus of at least $250,000,000 with a
rating of its (or its holding company's) short-term securities
equal to or higher than (A) A-1 by S&P, (B) P-1 by Xxxxx'x and
(C) F1 by Fitch Ratings."
(J) The definition of "Federal Funds Effective Rate" is hereby
amended and restated in its entirety as follows:
"Federal Funds Effective Rate: For any Lender Group on
any day, including any Loan made by such Lender Group that is
made by the related Liquidity Banks, for any day for any
period, a fluctuating interest rate per annum for each day
during such period equal to (A) the weighted average of the
rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers,
as published for such day (or, if such day is not a Business
Day, for the preceding Business Day) by the Federal Reserve
Bank of New York in the Composite Closing Quotations for U.S.
Government Securities; or (B) if such rate is not so published
for any day which is a Business Day, the average of the
quotations at approximately 11:30 a.m. (New York City time)
for such day on such transactions received by such Lender
Group's Lender Group Agent from three federal funds brokers of
recognized standing selected by it."
(K) The definition of "Interest Period" is hereby amended and
restated in its entirety as follows:
"Interest Period: For (i) any Lender Group on any day
(A) if Interest for such Loan is
calculated on the basis of the LIBO Rate, a period
of one, two, three or six months, or such other
period as may be mutually agreeable to the related
Lender Group Agent and Borrower, commencing on a
Business Day selected by Borrower or such Lender
pursuant to this Agreement. Such Interest Period
shall end on the day in the applicable succeeding
calendar month which corresponds numerically to
the beginning day of such Interest Period,
provided, however, that if there is no such
numerically corresponding day in
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such succeeding month, such Interest Period shall
end on the last Business Day of such succeeding
month; or
(B) if Interest for such Loan is
calculated on the basis of the Alternate Base
Rate, a period commencing on a Business Day
selected by Borrower and agreed to by the related
Lender Group Agent, provided that no such period
shall exceed one month;
provided, further, however, if any Interest Period would end
on a day which is not a Business Day, such Interest Period
shall end on the next succeeding Business Day, provided,
however, that in the case of Interest Periods corresponding to
the LIBO Rate, if such next succeeding Business Day falls in a
new month, such Interest Period shall end on the immediately
preceding Business Day.
In the case of any Interest Period for any Loan which
commences before the Amortization Date and would otherwise end
on a date occurring after the Amortization Date, such Interest
Period shall end on the Amortization Date. The duration of
each Interest Period which commences after the Amortization
Date shall be of such duration as selected by the applicable
Lender Group Agent."
(L) The definition of "Interest Reserve" is hereby amended and
restated in its entirety as follows:
"Interest Reserve: For any Calculation Period and each
Lender Group, the product (expressed as a percentage) of (A)
1.5 times (B) the applicable Alternate Base Rate as of the
immediately preceding Cut-Off Date times (C) a fraction the
numerator of which is the highest Days Sales Outstanding for
the most recent 12 Calculation Periods and the denominator of
which is 360."
(M) The definition of "LIBO Rate" is hereby amended and restated
in its entirety as follows:
"LIBO Rate: For any Lender Group on any day and for any
Interest Period, the rate per annum determined on the basis of
the offered rate for deposits in U.S. dollars of amounts equal
or comparable to the principal amount of the related Loan made
by such Lender Group offered for a term comparable to such
Interest Period, which rates appear on a Bloomberg L.P.
terminal, displayed under the address "US0001M [Index] Q [Go]"
effective as of 11:00 A.M., London time, two Business Days
prior to the first day of such Interest Period, provided that
if no such
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offered rates appear on such page, the LIBO Rate for such
Interest Period will be the arithmetic average (rounded
upwards, if necessary, to the next higher 1/100th of 1%) of
rates quoted by not less than two major banks in New York, New
York, selected by applicable Lender Group Agent, at
approximately 10:00 a.m.(New York City time), two Business
Days prior to the first day of such Interest Period, for
deposits in U.S. dollars offered by leading European banks for
a period comparable to such Interest Period in an amount
comparable to the principal amount of such Loan, divided by
(A) one minus the maximum aggregate reserve requirement
(including all basic, supplemental, marginal or other
reserves) which is imposed against the applicable Lender in
respect of Eurocurrency liabilities, as defined in Regulation
D of the Board of Governors of the Federal Reserve System as
in effect from time to time (expressed as a decimal),
applicable to such Interest Period plus (B) the Applicable
Margin, as defined in the Fee Letter for such Lender Group.
In any such case, the LIBO Rate shall be rounded, if
necessary, to the next higher 1/100th of 1%."
(N) The definition of "Liquidity Agreement" is hereby amended and
restated in its entirety as follows:
"Liquidity Agreement: For the Blue Ridge Group, the Blue
Ridge Liquidity Agreement, for the Atlantic Group, the
Atlantic Liquidity Agreement and for any other Lender Group,
as defined in the related Assignment Agreement."
(O) The definition of "Liquidity Commitment" is hereby amended and
restated in its entirety as follows:
"Liquidity Commitment: As to each Liquidity Bank, its
commitment under the related Liquidity Agreement (which for
Blue Ridge Liquidity Banks and Atlantic Liquidity Banks shall
equal 102% of its Commitment hereunder and for Liquidity Banks
related to any other Lender Group shall equal the percentage
of such Liquidity Bank's Commitment as set forth in the
related Assignment Agreement)."
(P) The definition of "Liquidity Termination Date" is hereby
amended and restated in its entirety as follows:
"Liquidity Termination Date: For any Lender Group on any
day:
(A) the date on which such Lender Group's
Liquidity Banks' Liquidity Commitments expire, cease to
be available to the
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applicable Conduit or otherwise cease to be in full
force and effect; or
(B) the date on which a Downgrading Event with
respect to a related Liquidity Bank shall have occurred
and been continuing for not less than 30 days, and
either (I) the Downgraded Liquidity Bank shall not have
been replaced by an Eligible Assignee pursuant to the
applicable Liquidity Agreement, or (II) the Liquidity
Commitment of such Downgraded Liquidity Bank shall not
have been funded or collateralized in such a manner that
will avoid a reduction in or withdrawal of the credit
rating applied to the Commercial Paper issued by the
Conduit to which such Liquidity Agreement applies by any
of the rating agencies then rating such Commercial
Paper.
(Q) The definition of "Prime Rate" is hereby amended and restated
in its entirety as follows:
"Prime Rate: For any Lender Group on any day, a rate per
annum equal to the prime rate of interest announced from time
to time by the related Lender Group Agent (which is not
necessarily the lowest rate charged to any customer), changing
when and as said prime rate changes."
(R) The definition of "Rating Agency Condition" is hereby amended
and restated in its entirety as follows:
"Rating Agency Condition: For (i) any Lender Group on
any day, as defined in the related Assignment Agreement;
(ii) for the Blue Ridge Group: that Blue Ridge has
received any required written notice from S&P and Xxxxx'x that
an amendment, a change or a waiver will not result in a
withdrawal or downgrade of the then current ratings on Blue
Ridge's Commercial Paper; and
(iii) the Atlantic Group: that Atlantic has received any
required written notice from S&P, Fitch Ratings and Xxxxx'x
that an amendment, a change or a waiver will not result in a
withdrawal or downgrade of the then current ratings on
Atlantic's Commercial Paper."
(S) The definition of "Receivable" is hereby amended by replacing
such definition in its entirety with the following:
"Receivable: All indebtedness and other obligations owed
to Borrower or any Originator (at the time it arises, and
before giving effect
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to any transfer or conveyance under the Receivables Sale
Agreement) or in which Borrower or an Originator has a
security interest or other interest, including, without
limitation, any indebtedness, obligation or interest
constituting an account, chattel paper, instrument or general
intangible, arising in connection with the sale of goods or
the rendering of services by an Originator and all other
obligations of each Obligor in respect thereto, and further
includes, without limitation, the obligation to pay any
Finance Charges and sales or use taxes with respect thereto;
provided, however, that "Receivables" shall only include such
indebtedness and other obligations that, on the date such
indebtedness or other obligation arises, are maintained on
either an Originator's (or the Servicer's) (i) "Commercial
Management System", excluding the Excluded CMS Districts or
(ii) "InfoPro System", excluding the Excluded InfoPro System
Divisions and InfoPro System obligations with a class code of
RESI. Indebtedness and other rights and obligations arising
from any one transaction, including, without limitation,
indebtedness and other rights and obligations represented by
an individual invoice, shall constitute a Receivable separate
from a Receivable consisting of the indebtedness and other
rights and obligations arising from any other transaction;
provided further, that any indebtedness, rights or obligations
referred to in the immediately preceding sentence shall be a
Receivable regardless of whether the account debtor or
Borrower treats such indebtedness, rights or obligations as a
separate payment obligation."
(ii) The following definitions are added in the appropriate alphabetical
order to Exhibit I to the Agreement:
(A) "Atlantic Group Agent: Calyon."
(B) "Atlantic Asset: Atlantic Asset Securitization Corp."
(C) "Atlantic Group: The Lender Group consisting of Atlantic
Asset, the Atlantic Group Agent and the Atlantic Liquidity Banks."
(D) "Atlantic Liquidity Agreement: That certain Liquidity Purchase
Agreement, dated as of September 30, 2004, by and among Atlantic
Asset, the financial institutions from time to time party thereto
and Calyon, as the same may be amended, modified, waived and/or
restated."
(E) "Atlantic Liquidity Bank: The financial institutions from time
to time members of the Atlantic Group as Liquidity Banks thereof and
Calyon (in its capacity as initial Liquidity Bank for the Atlantic
Group)."
(F) "Calyon: Calyon New York Branch."
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(G) "Excluded CMS Districts: The Commercial Management System
Districts set forth on Schedule I to this Agreement, as such
schedule may be modified from time to time in writing by the
Borrower, the Lender Group Agents and the Agent."
(H) "Excluded InfoPro System Divisions: The InfoPro System
Divisions set forth on Schedule II to this Agreement, as such
schedule may be modified from time to time in writing by the
Borrower, the Lender Group Agents and the Agent."
(I) "Fitch Ratings: Fitch, Inc."
(J) "Reinvestment: As defined in Section 2.2(a) of this
Agreement."
(c) Section 1.4(a)(v) is hereby amended and restated in its entirety as
follows:
"(v) any of the representations and warranties of Borrower set forth
in Section 5.1(i), (j), (r), (s), (t) and (u) were not true when made with
respect to any Receivable, other than the failure of such representation
and warranty to be true from and after September 30, 2004 to and including
October 30, 2004 arising from the failure of Borrower to file or cause to
be filed on or prior to October 30, 2004 proper UCC termination statements
necessary to release all security interests and other rights of any Person
in the Receivables, Contracts and Related Security related to the UCC
Financing Statements listed on Schedule F to this Agreement,"
(d) The first sentence of Section 7.2(c) is hereby amended and restated
in its entirety as follows:
"Except in compliance with the provisions of Section 7.1(a)(vii),
such Loan Party will not make any change to the Credit and Collection Policy
that could adversely affect the collectibility of the Receivables or decrease
the credit quality of any newly created Receivables."
(e) Section 8.7(b)(ix) is hereby amended and restated in its entirety as
follows:
"any failure by the Servicer to maintain or to cause any Originator
or Servicer Party to maintain, all indebtedness and other obligations owed
to Borrower or any Originator that, on the date such indebtedness or other
obligation arises (the "Creation Date") on the "Commercial Management
System" (excluding the Excluded CMS Districts) or "InfoPro System"
(excluding the Excluded InfoPro System Divisions and InfoPro System
obligations with a class code of RESI) of any Originator or any Servicer
Party, on such "Commercial Management System" (excluding the Excluded CMS
Districts) or "InfoPro System" (excluding the Excluded InfoPro System
Divisions and InfoPro System obligations with a class code of RESI) at all
times from and after such Creation Date until such time as such
indebtedness or other obligations are no longer subject to the terms of
this Agreement."
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(f) Section 8.8(b) is hereby amended and restated in its entirety as
follows:
"The Servicer shall maintain, and shall cause each Originator and
Servicer Party to maintain, all indebtedness and other obligations owed to
Borrower or any Originator that, on the Creation Date, are reported on the
"Commercial Management System" (excluding the Excluded CMS Districts) or
"InfoPro System" (excluding the Excluded InfoPro System Divisions and InfoPro
System obligations with a class code of RESI) of any Originator or any Servicer
Party, on such "Commercial Management System" (excluding the Excluded CMS
Districts) or "InfoPro System" (excluding the Excluded InfoPro System Divisions
and InfoPro System obligations with a class code of RESI) at all times from and
after such Creation Date until such time as such indebtedness or other
obligations are no longer subject to the terms of this Agreement."
(g) The table set forth in Exhibit IV hereto hereby replaces the
existing Exhibit IV to the Agreement.
(h) Schedule A hereto hereby replaces the existing Schedule A to the
Agreement.
(i) Schedule C hereto hereby replaces the existing Schedule C to the
Agreement.
(j) Schedule D hereto is hereby added to the Agreement as Schedule D.
(k) Schedule E hereto is hereby added to the Agreement as Schedule E.
(l) Schedule F hereto is hereby added to the Agreement as Schedule F.
SECTION 2. Effectiveness and Effect.
This Amendment shall become effective as of October 1, 2004 (the
"Effective Date"); provided, that each of the following conditions precedent
shall have been satisfied:
(a) This Amendment, the Sixth Amendment to the Receivables Sale
Agreement, dated as of the date hereof, the Joinder Agreement to the Receivables
Sale Agreement, dated as of the date hereof, and the Amended and Restated Fee
Letter, dated as of the date hereof, shall have been executed and delivered by a
duly authorized officer of each party thereto.
(b) The Agent, Blue Ridge Agent and Atlantic Group Agent shall each have
received a Certificate of an officer of each of the Borrower and the Servicer
certifying that the representations and warranties of each of the Borrower and
the Servicer contained in the Transaction Documents are true and correct on and
as of the date hereof as though made on and as of the date hereof.
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(c) The Borrower and the Servicer shall each be in compliance with each
of its covenants set forth herein and each of the Transaction Documents to which
it is a party.
(d) No event has occurred which constitutes an Amortization Event or an
Unmatured Amortization Event and the Termination Date shall not have occurred.
(e) Calyon shall have received a reliance letter, in form and substance
satisfactory to Calyon, dated as of the date hereof relating to each of the
following opinions: (i) the corporate matters/enforceability/perfection and
priority opinion of Xxxxxx and Xxxxxxx LLP, dated as of March 31, 2003; (2) the
true sale/substantive non-consolidation opinion of Xxxxxx and Xxxxxxx LLP, dated
as of March 31, 2003; (3) the internal legal counsel opinion of Allied Waste
Industries, Inc., dated as of March 21, 2003; (4) the Pennsylvania perfection
and priority opinion of Xxxx Xxxxx LLP, dated as of March 21, 2003; and (5) the
Massachusetts perfection and priority opinion of Xxxxxxx XxXxxxxxx LLP, dated as
of March 21, 2003.
(f) With respect to each Originator listed on Exhibit I hereto, each of
the Lenders, the Lender Group Agents and the Agent shall have received the
following legal opinions: (i) corporate matters and enforceability opinion; (ii)
true sale/substantive non-consolidation opinion; (iii) internal legal counsel
opinion; and (iv) perfection and priority (based solely upon counsel's review of
applicable UCC search reports) opinion with respect to the applicable
jurisdiction; provided, however, that the opinion described in clause (iv) of
this paragraph shall only be required with respect to any such Originator if,
after giving effect to the transfer of the Receivables by such Originator to the
Borrower, the aggregate Outstanding Balance of Receivables transferred to the
Borrower by such Originator and any other Originator having the same
jurisdiction of formation as such Originator exceeds 2% of the aggregate
Outstanding Balance of Receivables."
(g) The Borrower and the Servicer shall each have taken such other
action, including delivery of approvals, consents, opinions, documents and
instruments, as Calyon may request.
(h) The Fee Letter for the Atlantic Group shall be executed and
delivered to Calyon.
(i) Each of the Lender Group Agents and the Agent shall have received,
by wire transfer in immediately available funds, all fees due to each of them on
the date hereof.
(j) With respect to the Borrower, each of the Lenders, the Lender Groups
Agents and the Agent shall have received a legal opinion regarding corporate
matters and enforceability regarding this Amendment, the Fee Letter for the
Calyon and the Amended and Restated Fee Letter for Blue Ridge.
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SECTION 3. Reference to and Effect on the Agreement and the Related
Documents.
(a) Upon the effectiveness of this Amendment, (i) each of the Loan
Parties hereby reaffirms all representations and warranties made by it in
Article V of the Agreement (as amended hereby) and agrees that all such
representations and warranties shall be deemed to have been restated as of the
effective date of this Amendment, (ii) each of the Loan Parties hereby
represents and warrants that no Amortization Event or Unmatured Amortization
Event shall have occurred and be continuing and (iii) each reference in the
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import shall mean and be, and any references to the Agreement in any other
document, instrument or agreement executed and/or delivered in connection with
the Agreement shall mean and be, a reference to the Agreement as amended hereby.
(b) The Borrower hereby agrees that in addition to any costs otherwise
required to be paid pursuant to the Transaction Documents, the Borrower shall
pay the reasonable legal fees and out-of pocket expenses of the Agent's counsel,
Hunton & Xxxxxxxx LLP, and all audit fees and due diligence costs incurred by
the Agent in connection with the consummation of this Amendment.
SECTION 4. Consent to Sixth Amendment to Receivables Sale Agreement.
Each of the Lender Group Agents and the Agent hereby approves the Sixth
Amendment to the Receivables Sale Agreement, dated as of the date hereof and all
other documents executed and or delivered in connection herewith.
SECTION 5. Governing Law.
This Amendment will be governed by and construed in accordance with the
laws of the State of New York.
SECTION 6. Severability.
Each provision of this Amendment shall be severable from every other
provision of this Amendment for the purpose of determining the legal
enforceability of any provision hereof, and the unenforceability of one or more
provisions of this Amendment in one jurisdiction shall not have the effect of
rendering such provision or provisions unenforceable in any other jurisdiction.
14
SECTION 7. Counterparts.
This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature
page by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
[remainder of page intentionally left blank]
15
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
ALLIED RECEIVABLES FUNDING INCORPORATED,
as the Borrower
By: /s/ XXXXXXX X. XXXXX
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
ALLIED WASTE NORTH AMERICA, INC.,
as the Servicer
By: /s/ XXXXXXX X. XXXXX
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
[additional signatures to follow]
[Signature Page to Seventh Amendment to
Credit and Security Agreement for Allied]
BLUE RIDGE ASSET FUNDING CORPORATION,
as a Lender
by: Wachovia Capital Markets, LLC,
as Attorney-in-Fact
By:_____________________________________
Name:___________________________________
Title:__________________________________
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Liquidity Bank, as Lender Group
Agent for the Lender Group of which Blue
Ridge is a member and as Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
Consented to this ___ day of September, 2004:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Liquidity Agent and sole Investor under
the Blue Ridge Liquidity Agreement
By:___________________________________
Name:_________________________________
Title:________________________________
[additional signatures to follow]
[Signature Page to Seventh Amendment to
Credit and Security Agreement for Allied]
ATLANTIC ASSET SECURITIZATION CORP.,
as a Lender
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
CALYON NEW YORK BRANCH,
as Atlantic Group Agent and as Atlantic
Liquidity Bank
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
[end of signatures]
[Signature Page to Seventh Amendment to
Credit and Security Agreement for Allied]
Exhibit I
List of New Originators
Albany-Lebanon Sanitation, Inc.
American Disposal Services of Illinois, Inc.
American Disposal Services of Missouri, Inc.
American Disposal Services of West Virginia, Inc.
BFI Waste Systems of New Jersey, Inc.
Capitol Recycling and Disposal, Inc.
City-Star Services, Inc.
Clarkston Disposal, Inc.
Corvallis Disposal Co.
County Disposal (Ohio), Inc.
County Landfill, Inc.
D & L Disposal L.L.C.
Dallas Disposal Co.
Delta Container Corporation
Xxxxxxx Waste Systems II, Inc.
Xxxxxxxx, Inc.
Grants Pass Sanitation, Inc.
Harland's Sanitary Landfill, Inc.
Illiana Disposal Partnership
Island Waste Services Ltd.
Xxxxxx Drop Box, Inc.
Key Waste Indiana Partnership
Xxxxxxx Sunrise Sanitation Corporation
XxXxxxx Waste Systems, Inc.
Packerton Land Company, L.L.C.
Rabanco, Ltd.
Regional Disposal Company
Xxxxxxx Sanitary Service, Inc.
Suburban Carting Corp.
Sunrise Sanitation Service, Inc.
Sunset Disposal Service, Inc.
Sunset Disposal, Inc.
Xxxxxx Disposal Service, Inc.
United Disposal Service, Inc.
Schedule A
LENDER GROUPS, LENDER GROUP AGENTS, CONDUIT LENDERS, AND LIQUIDITY
BANKS AND COMMITMENTS OF LIQUIDITY BANKS
I. Blue Ridge Group
Conduit Lender: Blue Ridge
Lender Group Agent: Wachovia
Liquidity Banks: Wachovia
Commitment: $115,000,000
II. Atlantic Group
Conduit Lender: Atlantic Asset
Lender Group Agent: Calyon
Liquidity Bank: Calyon
Commitment: $115,000,000
Schedule C
[insert list of originators]
Schedule D
Excluded Commercial Management System Districts
Commercial Management System Districts 293, 338, 365, 383, 342, 418, 436, 551,
711, 777, 1180, 1251, 1454, 1456, 1457, 1486, 1625, 1626, 1639, 1726, 1767,
1768, 1770, 1771, 1773, 1777, 1779, 1788 and 1793
Schedule E
Excluded InfoPro System Divisions
InfoPro System Divisions 279, 284, 285, 476, 354, 175, 176 and 261
Schedule F
Debtor File # File Date Jurisdiction of Filing Secured Party
-------------------- --------------- --------- ---------------------- -------------------------
Allied Waste 3163349 6/26/03 Delaware Citicorp USA, Inc.
Systems, Inc.
Allied Waste 7449062 8/21/03 Illinois Wireless Capital Partners
Transportation, Inc. LLC
BFI Waste 200000055292 5/31/00 North Carolina Recycling Equipment
Services, L.L.C. Corporation
Rabanco, Ltd. 2003-129-9301-8 12/12/03 Washington FleetPride, Inc.
Regional Disposal 00-000-0000 3/27/97 Washington Snohomish County
Company
Exhibit IV
Names of Collection Banks; Lock-Boxes & Collection Accounts
CMS InfoPro Zip Lockbox Other Account
Originator District Division PO Box Site State Code Account Account Description
---------------------------------------- -------- -------- ------- ---------- ----- ----- -------- ------- -----------
BFI Waste Systems of North America, Inc. 121 78038 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 122 830110 Xxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 131 78917 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 145 78031 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 146 78031 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 153 78017 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 156 78024 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 158 79064 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 160 9001227 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Massachusetts, LLC 175 830102 Xxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
Allied Waste Systems, Inc 215 78440 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 245 78429 Xxxxxxx XX 00000 28216049
Xxxxxxxx-Xxxxxx Industries of Ohio, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 271 78701 Xxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 272 78760 Xxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 275 78720 Xxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 276 78717 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 282 78753 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 283 78750 Xxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 288 78703 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 316 78030 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 322 830103 Xxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 323 78527 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 335 78370 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 341 830119 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 343 830129 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 344 830130 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 345 830131 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 358 830135 Xxxxxxxxx XX 00000 28216049
Xxxxxxxx-Xxxxxx Industries of Ohio, Inc. 360 830125 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
Allied Waste Transportation, Inc. 368 78029 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 395 78708 Xxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 397 78718 Xxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 398 78719 Xxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 416 78722 Xxxxxxx XX 00000 28216049
BFI Waste Services of Massachusetts, LLC 420 830106 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 421 830137 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
Xxxxxxxx-Xxxxxx Industries of Ohio, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 437 78938 Xxxxxxx XX 00000 28216049
BFI Waste Services of Pennsylvania, LLC 441 830124 Xxxxxxxxx XX 00000 28216049
BFI Waste Services of Massachusetts, LLC 448 830107 Xxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 449 830127 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 450 830039 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Massachusetts, LLC 485 830104 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 543 830138 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 552 830140 Xxxxxxxxx XX 00000 28216049
BFI Waste Services of Pennsylvania, LLC 613 830121 Xxxxxxxxx XX 00000 28216049
BFI Waste Services of Pennsylvania, LLC 626 830122 Xxxxxxxxx XX 00000 28216049
BFI Waste Services of Massachusetts, LLC 642 830109 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 715 78756 Xxxxxxx XX 00000 28216049
BFI Waste Services of Massachusetts, LLC 717 830113 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 723 830141 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Texas, LP 741 78723 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 813 830142 Xxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Pennsylvania, LLC 847 830123 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 852 830132 Xxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 856 78241 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Indiana, LP 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 896 78940 Xxxxxxx XX 00000 28216049
BFI Waste Services of Massachusetts, LLC 955 830038 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 1230 830133 Baltimore MD 21283 28216049
BFI Waste Systems of North America, Inc. 1244 78460 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Pennsylvania, LLC 1259 830108 Baltimore MD 21283 28216049
BFI Waste Systems of North America, Inc. 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services of Pennsylvania, LLC 1435 830111 Baltimore MD 21283 28216049
BFI Waste Services, LLC 1465 830114 Baltimore MD 21283 28216049
BFI Waste Services of Texas, LP 1597 78841 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 1723 830134 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 1757 78729 Xxxxxxx XX 00000 28216049
Allied Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 1766 79019 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 1769 79021 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 1780 78124 Xxxxxxx XX 00000 28216049
Xxxxxxxx-Xxxxxx Industries of Ohio, Inc. 1781 830228 Baltimore MD 21283 28216049
Greenridge Waste Services, LLC 1782 830147 Xxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 1785 830145 Baltimore MD 21283 28216049
BFI Waste Services of Massachusetts, LLC 1787 830146 Baltimore MD 21283 28216049
BFI Waste Systems of North America, Inc. 1789 79065 Xxxxxxx XX 00000 28216049
Brenham Total Roll-Offs, LP 1791 79037 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
Allied Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 0000 0000000 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 1796 79054 Xxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 0000 0000000 Xxxxxxxxxx XX 00000 28216049
Allied Waste Transportation, Inc. 1798 79070 Xxxxxxx XX 00000 28216049
BFI Waste Services, LLC 9241 9001484 Xxxxxxxxxx XX 00000 28216049
BFI Waste Services, LLC 9455 9001617 Xxxxxxxxxx XX 00000 28216049
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Xxxxxxxx-Xxxxxx Industries Of Ohio, Inc. 009 9001099 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 015 9001154 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 035 9001099 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 046 9001099 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 060 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 069 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 070 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 071 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 079 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 091 9001099 Xxxxxxxxxx XX 00000 648859544
BFI Waste Services Of Massachusetts, LLC 098 9001099 Xxxxxxxxxx XX 00000 648859544
Rabanco, Ltd. 172 78829 Xxxxxxx XX 00000 648859544
Rabanco, Ltd. 183 78829 Xxxxxxx XX 00000 648859544
Rabanco, Ltd. 197 78829 Xxxxxxx XX 00000 648859544
Rabanco, Ltd. 198 78829 Xxxxxxx XX 00000 648859544
Sunrise Sanitation Service, Inc. 205 78829 Xxxxxxx XX 00000 648859544
Sunset Disposal Service, Inc. 206 78829 Xxxxxxx XX 00000 648859544
Xxxxxxx Sunrise Sanitation Corporation 207 78829 Xxxxxxx XX 00000 648859544
Delta Container Corporation 208 78829 Xxxxxxx XX 00000 648859544
Xxxxxxxx-Xxxxxx Industries Of Ohio, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Xxxxxxxx-Xxxxxx Industries Of Ohio, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 233 78829 Xxxxxxx XX 00000 648859544
Clarkston Disposal, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Harland's Sanitary Landfill, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 000 0000000 Xxxxxxxxxx XX 00000 648859544
Xxxxxxxx, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
City-Star Services, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Xxxxxxx Waste Systems II, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Systems of New Jersey, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 000 0000000 Xxxxxxxxxx XX 00000 648859544
Island Waste Services Ltd. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Suburban Carting Corp. 000 0000000 Xxxxxxxxxx XX 00000 648859544
D & L Disposal, L.L.C. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Packerton Land Company, L.L.C. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
D & L Disposal, L.L.C. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
American Disposal Services of Illinois, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
American Disposal Services of Illinois, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 375 78829 Xxxxxxx XX 00000 648859544
Sunset Disposal, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
County Landfill, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
American Disposal Service of
West Virginia, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
County Disposal (Ohio), Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
American Disposal Services of Missouri, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Albany-Lebanon Sanitation, Inc. 450 78829 Xxxxxxx XX 00000 648859544
Capitol Recycling & Disposal, Inc. 451 78829 Xxxxxxx XX 00000 648859544
Corvallis Disposal & Co. 452 78829 Xxxxxxx XX 00000 648859544
Dallas Disposal Co. 453 78829 Xxxxxxx XX 00000 648859544
Grants Pass Sanitation, Inc. 454 78829 Xxxxxxx XX 00000 648859544
Xxxxxx Drop Box, Inc. 455 78829 Xxxxxxx XX 00000 648859544
United Disposal Services, Inc. 456 78829 Xxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 466 78829 Xxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 467 78829 Xxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Xxxxxxx Sanitary Service, Inc. 469 78829 Xxxxxxx XX 00000 648859544
Xxxxxxx Waste Systems, Inc. 472 78829 Xxxxxxx XX 00000 648859544
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Rabanco, Ltd. 482 78829 Xxxxxxx XX 00000 648859544
Regional Disposal Company 487 78829 Xxxxxxx XX 00000 648859544
Xxxxxx Disposal Services, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 509 78829 Xxxxxxx XX 00000 648859544
PSI Waste Systems, Inc. 516 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 523 78829 Xxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 527 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 529 78829 Xxxxxxx XX 00000 648859544
Allied Waste Systems, Inc. (DE) 538 78829 Xxxxxxx XX 00000 648859544
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Illiana Disposal Partnership 000 0000000 Xxxxxxxxxx XX 00000 648859544
Illiana Disposal Partnership 000 0000000 Xxxxxxxxxx XX 00000 648859544
Key Waste Indiana Partnership 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 753 78829 Xxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 756 78829 Xxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Waste Transportation, Inc. 785 78829 Xxxxxxx XX 00000 648859544
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Services of Indiana, LP 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Systems of North America, Inc. 000 0000000 Xxxxxxxxxx XX 00000 648859544
BFI Waste Services, LLC 000 0000000 Xxxxxxxxxx XX 00000 648859544
Allied Receivables Funding Incorporated 639254986 Concentration
Account
Allied Receivables Funding Incorporated 640087243 Incoming ACH
Allied Receivables Funding Incorporated 1676942 Incoming ACH
