As filed with the Securities and Exchange Commission on May 6, 2010
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 TO
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REPUBLIC SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
(For Co-Registrants, Please See Table of Other Registrants on the Following Page)
| Delaware | 4953 | 65-0716904 | ||
| (State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| Incorporation or Organization) | Classification Code Number) | Identification No.) |
Republic Services, Inc.
18500 North Allied Way
Phoenix, Arizona 85054
(480) 627-2700
18500 North Allied Way
Phoenix, Arizona 85054
(480) 627-2700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Michael P. Rissman, Esq.
Republic Services, Inc.
Executive Vice President,
General Counsel and Secretary
18500 North Allied Way 85054
Phoenix, Arizona 85054
(480) 627-2700
Republic Services, Inc.
Executive Vice President,
General Counsel and Secretary
18500 North Allied Way 85054
Phoenix, Arizona 85054
(480) 627-2700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Jodi A. Simala, Esq.
Mayer Brown LLP
71 S. Wacker Drive
Chicago, Illinois 60606
(312) 782-0600
Jodi A. Simala, Esq.
Mayer Brown LLP
71 S. Wacker Drive
Chicago, Illinois 60606
(312) 782-0600
Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filerþ | Accelerated filero | Non-accelerated filero | Smaller reporting companyo | |||
| (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
| Proposed | ||||||||||||||
| Maximum | Proposed Maximum | Amount of | ||||||||||||
| Title of Each Class of | Amount to be | Offering Price per | Aggregate Offering | Registration | ||||||||||
| Securities to be Registered | Registered | Unit | Price(1) | Fee(2) | ||||||||||
| 5.00% Notes due 2020 | $850,000,000 | 100% | $850,000,000 | $60,605 | ||||||||||
| Guarantees of 5.00% Notes due 2020 | None | None | None | None(3) | ||||||||||
| 5.25% Notes due 2021 | $600,000,000 | 100% | $600,000,000 | $42,780 | ||||||||||
| Guarantees of 5.25% Notes due 2021 | None | None | None | None(3) | ||||||||||
| 5.50% Notes due 2019 | $650,000,000 | 100% | $650,000,000 | $46,345 | ||||||||||
| Guarantees of 5.50% Notes due 2019 | None | None | None | None(3) | ||||||||||
| 6.20% Notes due 2040 | $650,000,000 | 100% | $650,000,000 | $46,345 | ||||||||||
| Guarantees of 6.20% Notes due 2040 | None | None | None | None(3) | ||||||||||
| (1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended. | |
| (2) | These fees were previously paid with the original filing of this Registration Statement. | |
| (3) | No further fee is payable pursuant to Rule 457(n) under the Securities Act of 1933, as amended. |
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specificallystates that this Registration Statement shall thereafter become effective in accordance withSection 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF OTHER REGISTRANTS
The Address, Including Zip Code, and Telephone Number, Including Area Code, of each Co-Registrant’s Principal
Executive Offices is 18500 North Allied Way Phoenix, AZ 85054, (480) 627-2700.
Executive Offices is 18500 North Allied Way Phoenix, AZ 85054, (480) 627-2700.
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Alabama Recycling Services, Inc. | Alabama | 63-1125333 | ||
| Autauga County Landfill, LLC | Alabama | 87-0708224 | ||
| GEK, Inc. | Alabama | 63-1059042 | ||
| Allied Waste Industries (Arizona), Inc. | Arizona | 76-0353315 | ||
| Allied Waste Industries (Southwest), Inc. | Arizona | 86-0834266 | ||
| Allied Waste Systems of Arizona, LLC | Arizona | 20-4754255 | ||
| Apache Junction Landfill Corporation | Arizona | 86-0807383 | ||
| Cactus Waste Systems, LLC | Arizona | 74-0193806 | ||
| Central Arizona Transfer, Inc. | Arizona | 20-3469072 | ||
| Mesa Disposal, Inc. | Arizona | 86-0641823 | ||
| Midway Development Company, Inc. | Arizona | 20-1234650 | ||
| Pinal County Landfill Corp. | Arizona | 86-0834267 | ||
| Republic Services of Arizona Hauling, LLC | Arizona | 65-0872472 | ||
| Summit Waste Systems, Inc. | Arizona | 86-0940236 | ||
| Tri-State Refuse Corporation | Arizona | 86-0205736 | ||
| A D A J Corporation | California | 95-3996398 | ||
| Allied Waste of California, Inc. | California | 86-0841277 | ||
| Allied Waste Transfer Services of California, LLC | California | 20-4735721 | ||
| Atlas Transport, Inc. | California | 95-2454199 | ||
| Bay Collection Services, Inc. | California | 68-0423276 | ||
| Bay Environmental Management, Inc. | California | 94-2547085 | ||
| Bay Landfills, Inc. | California | 68-0423275 | ||
| Bay Leasing Company, Inc. | California | 68-0206342 | ||
| Berkeley Sanitary Service, Inc. | California | 68-0205653 | ||
| BLT Enterprises of Oxnard, Inc. | California | 77-0404336 | ||
| Borrego Landfill, Inc. | California | 33-0777844 | ||
| Browning-Ferris Industries of California, Inc. | California | 95-2772010 | ||
| Charter Evaporation Resource Recovery Systems | California | 68-0195486 | ||
| Crockett Sanitary Service, Inc. | California | 68-0395297 | ||
| Delta Container Corporation | California | 94-1751866 | ||
| Delta Paper Stock, Co. | California | 94-2523340 | ||
| Elder Creek Transfer & Recovery, Inc. | California | 68-0461018 | ||
| Forward, Inc. | California | 94-1544481 | ||
| Golden Bear Transfer Services, Inc. | California | 20-1197062 | ||
| Imperial Landfill, Inc. | California | 86-0972399 | ||
| Independent Trucking Company | California | 94-1752713 | ||
| International Disposal Corp. of California | California | 94-2229685 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Keller Canyon Landfill Company | California | 77-0222614 | ||
| La Cañada Disposal Company, Inc. | California | 95-4108930 | ||
| Lathrop Sunrise Sanitation Corporation | California | 68-0349203 | ||
| Oceanside Waste & Recycling Services | California | 95-4516562 | ||
| Otay Landfill, Inc. | California | 33-0777847 | ||
| Palomar Transfer Station, Inc. | California | 33-0777845 | ||
| Perdomo & Sons, Inc. | California | 95-2759289 | ||
| Ramona Landfill, Inc. | California | 33-0777841 | ||
| RI/Alameda Corp. | California | 65-1049389 | ||
| Richmond Sanitary Service, Inc. | California | 68-0204974 | ||
| San Diego Landfill Systems, LLC | California | 20-2391637 | ||
| San Marcos NCRRF, Inc. | California | 33-0777842 | ||
| Solano Garbage Company | California | 94-2537922 | ||
| Sunrise Sanitation Service, Inc. | California | 94-2737713 | ||
| Sunset Disposal Service, Inc. | California | 94-2449716 | ||
| Sycamore Landfill, Inc. | California | 33-0777839 | ||
| West Contra Costa Energy Recovery Company | California | 68-0050806 | ||
| West Contra Costa Sanitary Landfill, Inc. | California | 68-0206389 | ||
| West County Landfill, Inc. | California | 68-0206346 | ||
| West County Resource Recovery, Inc. | California | 68-0206339 | ||
| Zakaroff Services | California | 95-3941388 | ||
| Allied Waste Systems of Colorado, LLC | Colorado | 20-4911774 | ||
| Bunting Trash Service, Inc. | Colorado | 84-0744234 | ||
| Denver RL North, Inc. | Colorado | 86-1005476 | ||
| Frontier Waste Services (Colorado), LLC | Colorado | 91-2121802 | ||
| Republic Services of Colorado Hauling, LLC | Colorado | 65-0872366 | ||
| Republic Services of Colorado I, LLC | Colorado | 65-0872372 | ||
| Abilene Landfill TX, LP | Delaware | 26-0015748 | ||
| Allied Enviroengineering, Inc. | Delaware | 76-0294430 | ||
| Allied Gas Recovery Systems, L.L.C. | Delaware | 86-0912667 | ||
| Allied Green Power, Inc. | Delaware | 59-3771629 | ||
| Allied Nova Scotia, Inc. | Delaware | 86-0898257 | ||
| Allied Services, LLC | Delaware | 86-0897719 | ||
| Allied Waste Alabama, Inc. | Delaware | 86-0836214 | ||
| Allied Waste Company, Inc. | Delaware | 76-0294431 | ||
| Allied Waste Environmental Management Group, LLC | Delaware | 20-4987213 | ||
| Allied Waste Holdings (Canada) Ltd. | Delaware | 86-0911064 | ||
| Allied Waste Industries, Inc. | Delaware | 88-0228636 | ||
| Allied Waste Landfill Holdings, Inc. | Delaware | 52-2044846 | ||
| Allied Waste North America, Inc. | Delaware | 86-0843596 | ||
| Allied Waste of New Jersey-New York, LLC | Delaware | 86-0911491 | ||
| Allied Waste Recycling Services of New Hampshire, LLC | Delaware | 20-5406806 | ||
| Allied Waste Rural Sanitation, Inc. | Delaware | 91-1886463 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Allied Waste Services of Colorado, Inc. | Delaware | 26-1208222 | ||
| Allied Waste Services of North America, LLC | Delaware | 20-1838910 | ||
| Allied Waste Sycamore Landfill, LLC | Delaware | 30-0076497 | ||
| Allied Waste Systems Holdings, Inc. | Delaware | 59-2068174 | ||
| Allied Waste Systems of Indiana, LLC | Delaware | 20-8044243 | ||
| Allied Waste Systems, Inc. | Delaware | 36-2750252 | ||
| Allied Waste Transfer Services of Arizona, LLC | Delaware | 20-5130289 | ||
| Allied Waste Transfer Services of Rhode Island, LLC | Delaware | 20-5046235 | ||
| Allied Waste Transportation, Inc. | Delaware | 52-2044848 | ||
| American Disposal Services of Illinois, Inc. | Delaware | 13-3831976 | ||
| American Disposal Services of New Jersey, Inc. | Delaware | 36-4229718 | ||
| American Disposal Services of West Virginia, Inc. | Delaware | 36-4206387 | ||
| American Disposal Services, Inc. | Delaware | 13-3858494 | ||
| American Disposal Transfer Services of Illinois, Inc. | Delaware | 36-4210454 | ||
| Anson County Landfill NC, LLC | Delaware | 52-2044849 | ||
| Ariana, LLC | Delaware | 65-0886342 | ||
| Attwoods of North America, Inc. | Delaware | 98-0066273 | ||
| AWIN Leasing Company, Inc. | Delaware | 76-0351502 | ||
| AWIN Management, Inc. | Delaware | 76-0353318 | ||
| BBCO, Inc. | Delaware | 20-2103652 | ||
| BFGSI, L.L.C. | Delaware | — | ||
| BFI Atlantic, Inc. | Delaware | 76-0367890 | ||
| BFI Energy Systems of Albany, Inc. | Delaware | 76-0293880 | ||
| BFI Energy Systems of Delaware County, Inc. | Delaware | 76-0489490 | ||
| BFI Energy Systems of Hempstead, Inc. | Delaware | 76-0167169 | ||
| BFI Energy Systems of Niagara II, Inc. | Delaware | 86-0997176 | ||
| BFI Energy Systems of Niagara, Inc. | Delaware | 76-0346826 | ||
| BFI Energy Systems of SEMASS, Inc. | Delaware | 76-0489491 | ||
| BFI Energy Systems of Southeastern Connecticut, Inc. | Delaware | 76-0293894 | ||
| BFI Energy Systems of Southeastern Connecticut, Limited Partnership | Delaware | 76-0353600 | ||
| BFI International, Inc. | Delaware | 98-0055699 | ||
| BFI REF-FUEL, INC. | Delaware | 76-0293907 | ||
| BFI Trans River (GP), Inc. | Delaware | 76-0490105 | ||
| BFI Transfer Systems of Alabama, LLC | Delaware | 86-1024458 | ||
| BFI Transfer Systems of DC, LLC | Delaware | — | ||
| BFI Transfer Systems of Georgia, LLC | Delaware | 86-1024457 | ||
| BFI Transfer Systems of Maryland, LLC | Delaware | 86-1026339 | ||
| BFI Transfer Systems of Mississippi, LLC | Delaware | 86-1026340 | ||
| BFI Transfer Systems of Texas, LP | Delaware | 86-1024535 | ||
| BFI Transfer Systems of Virginia, LLC | Delaware | 86-1024453 | ||
| BFI Waste Services of Indiana, LP | Delaware | 86-1024528 | ||
| BFI Waste Services of Tennessee, LLC | Delaware | — | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| BFI Waste Services of Texas, LP | Delaware | 86-1024527 | ||
| BFI Waste Services, LLC | Delaware | 86-1006825 | ||
| BFI Waste Systems of Alabama, LLC | Delaware | 86-1024529 | ||
| BFI Waste Systems of Arkansas, LLC | Delaware | 86-1024531 | ||
| BFI Waste Systems of Georgia, LLC | Delaware | 86-1024530 | ||
| BFI Waste Systems of Indiana, LP | Delaware | 86-1024534 | ||
| BFI Waste Systems of Kentucky, LLC | Delaware | 86-1024543 | ||
| BFI Waste Systems of Louisiana, LLC | Delaware | 86-1024541 | ||
| BFI Waste Systems of Mississippi, LLC | Delaware | 86-1024539 | ||
| BFI Waste Systems of Missouri, LLC | Delaware | 86-1024540 | ||
| BFI Waste Systems of North America, LLC | Delaware | 41-1696636 | ||
| BFI Waste Systems of North Carolina, LLC | Delaware | 86-1024538 | ||
| BFI Waste Systems of South Carolina, LLC | Delaware | — | ||
| BFI Waste Systems of Tennessee, LLC | Delaware | 86-1024463 | ||
| BFI Waste Systems of Virginia, LLC | Delaware | 86-1024461 | ||
| Blue Ridge Landfill TX, LP | Delaware | 86-1024533 | ||
| Bond County Landfill, Inc. | Delaware | 86-0968446 | ||
| Brenham Total Roll-Offs, LP | Delaware | 86-1038622 | ||
| Bridgeton Landfill, LLC | Delaware | 86-0898487 | ||
| Bridgeton Transfer Station, LLC | Delaware | 42-1583102 | ||
| Browning-Ferris Financial Services, Inc. | Delaware | 76-0485106 | ||
| Browning-Ferris Industries of Florida, Inc. | Delaware | 74-1819238 | ||
| Browning-Ferris Industries of Illinois, Inc. | Delaware | 31-1697534 | ||
| Browning-Ferris Industries of Ohio, Inc. | Delaware | 74-6186941 | ||
| Browning-Ferris Industries, LLC | Delaware | 74-1673682 | ||
| Browning-Ferris Services, Inc. | Delaware | 90-0112928 | ||
| Brunswick Waste Management Facility, LLC | Delaware | 86-0898494 | ||
| Butler County Landfill, LLC | Delaware | 86-0898479 | ||
| Camelot Landfill TX, LP | Delaware | 86-0913826 | ||
| CC Landfill, Inc. | Delaware | 86-0930050 | ||
| Cefe Landfill TX, LP | Delaware | 20-2761828 | ||
| Chilton Landfill, LLC | Delaware | 86-0979028 | ||
| Cocopah Landfill, Inc. | Delaware | 86-0979654 | ||
| Compactor Rental Systems of Delaware, Inc. | Delaware | 65-0723614 | ||
| Consolidated Disposal Service, L.L.C. | Delaware | 65-0844469 | ||
| Continental Waste Industries, L.L.C. | Delaware | 11-2909512 | ||
| Copper Mountain Landfill, Inc. | Delaware | 86-0980013 | ||
| County Disposal (Ohio), Inc. | Delaware | 13-3831975 | ||
| County Disposal, Inc. | Delaware | 13-3831974 | ||
| County Landfill, Inc. | Delaware | 13-3850472 | ||
| Courtney Ridge Landfill, LLC | Delaware | 86-0979799 | ||
| Crow Landfill TX, L.P. | Delaware | 52-2044854 | ||
| D & L Disposal, L.L.C. | Delaware | 37-1355114 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| East Chicago Compost Facility, Inc. | Delaware | 26-3472299 | ||
| E Leasing Company, LLC | Delaware | 86-1013760 | ||
| ECDC Environmental of Humboldt County, Inc. | Delaware | 91-1901449 | ||
| ECDC Holdings, Inc. | Delaware | 86-0897722 | ||
| Ellis County Landfill TX, LP | Delaware | 52-2044857 | ||
| Ellis Scott Landfill MO, LLC | Delaware | 52-2044859 | ||
| Environmental Development Corp. | Delaware | 35-1783546 | ||
| Environtech, Inc. | Delaware | 36-3485658 | ||
| Envotech-Illinois L.L.C. | Delaware | 37-1355113 | ||
| Evergreen Scavenger Service, Inc. | Delaware | 36-4179870 | ||
| Evergreen Scavenger Service, L.L.C. | Delaware | 36-4172002 | ||
| Forest View Landfill, LLC | Delaware | 86-0979824 | ||
| Fort Worth Landfill TX, LP | Delaware | 86-0899429 | ||
| Galveston County Landfill TX, LP | Delaware | 26-0015758 | ||
| General Refuse Rolloff Corp. | Delaware | 52-2093347 | ||
| Georgia Recycling Services, Inc. | Delaware | 58-2178434 | ||
| Giles Road Landfill TX, LP | Delaware | 20-3365888 | ||
| Golden Triangle Landfill TX, LP | Delaware | 26-0015711 | ||
| Great Lakes Disposal Service, Inc. | Delaware | 36-2642310 | ||
| Great Plains Landfill OK, LLC | Delaware | 52-2044861 | ||
| Greenwood Landfill TX, LP | Delaware | 91-2098721 | ||
| Gulf West Landfill TX, LP | Delaware | 26-0015867 | ||
| H Leasing Company, LLC | Delaware | 86-1013761 | ||
| Itasca Landfill TX, LP | Delaware | 26-0015841 | ||
| Jefferson City Landfill, LLC | Delaware | 86-0898553 | ||
| Kandel Enterprises, LLC | Delaware | 26-1602664 | ||
| Kerrville Landfill TX, LP | Delaware | 26-0015826 | ||
| Lee County Landfill SC, LLC | Delaware | 52-2044865 | ||
| Lemons Landfill, LLC | Delaware | 86-0898495 | ||
| Lewisville Landfill TX, LP | Delaware | 26-0015695 | ||
| Liberty Waste Holdings, Inc. | Delaware | 52-2049620 | ||
| Liberty Waste Services Limited, L.L.C. | Delaware | 34-1812746 | ||
| Liberty Waste Services of McCook, L.L.C. | Delaware | 23-2883645 | ||
| Little Creek Landing, LLC | Delaware | 68-0562490 | ||
| Local Sanitation of Rowan County, L.L.C. | Delaware | 61-1342580 | ||
| Lucas County Land Development, Inc. | Delaware | 86-1042740 | ||
| Mars Road TX, LP | Delaware | 20-3905016 | ||
| McCarty Road Landfill TX, LP | Delaware | 26-0015687 | ||
| Mesquite Landfill TX, LP | Delaware | 86-0897693 | ||
| Mexia Landfill TX, LP | Delaware | 26-0015674 | ||
| Mountain Home Disposal, Inc. | Delaware | 94-3284171 | ||
| N Leasing Company, LLC | Delaware | 86-1013762 | ||
| NationsWaste, Inc. | Delaware | 25-1774253 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Ncorp, Inc. | Delaware | 86-1013502 | ||
| New York Waste Services, LLC | Delaware | 86-1005076 | ||
| Northeast Landfill, LLC | Delaware | 72-1564964 | ||
| Ohio Republic Contracts, II, Inc. | Delaware | 65-1024354 | ||
| Ottawa County Landfill, Inc. | Delaware | 59-2068171 | ||
| Packerton Land Company, L.L.C. | Delaware | 23-2930927 | ||
| Panama Road Landfill, TX, L.P. | Delaware | 86-1036043 | ||
| Pine Hill Farms Landfill TX, LP | Delaware | 86-0899426 | ||
| Pinecrest Landfill OK, LLC | Delaware | 52-2044866 | ||
| Pleasant Oaks Landfill TX, LP | Delaware | 91-1927530 | ||
| Polk County Landfill, LLC | Delaware | 86-1036041 | ||
| Republic Services Financial LP, Inc. | Delaware | 65-1008378 | ||
| Republic Services Financial, Limited Partnership | Delaware | 65-1008373 | ||
| Republic Services Group, LLC | Delaware | 65-0984987 | ||
| Republic Services Holding Company, Inc. | Delaware | 65-0984982 | ||
| Republic Services of California Holding Company, Inc. | Delaware | 65-0984976 | ||
| Republic Services of California II, LLC | Delaware | 65-0872373 | ||
| Republic Services of Florida GP, Inc. | Delaware | 65-0963062 | ||
| Republic Services of Florida LP, Inc. | Delaware | 65-0963063 | ||
| Republic Services of Florida, Limited Partnership | Delaware | 65-0965470 | ||
| Republic Services of Georgia GP, LLC | Delaware | 65-0963065 | ||
| Republic Services of Georgia LP, LLC | Delaware | 65-0963064 | ||
| Republic Services of Georgia, Limited Partnership | Delaware | 65-0965473 | ||
| Republic Services of Indiana LP, Inc. | Delaware | 65-1012407 | ||
| Republic Services of Indiana Transportation, LLC | Delaware | 06-1642141 | ||
| Republic Services of Indiana, Limited Partnership | Delaware | 65-1012411 | ||
| Republic Services of Michigan Holding Company, Inc. | Delaware | 65-0984978 | ||
| Republic Services of New Jersey, LLC | Delaware | 65-1050939 | ||
| Republic Services of Pennsylvania, LLC | Delaware | 65-1012129 | ||
| Republic Services of South Carolina, LLC | Delaware | 65-1023675 | ||
| Republic Services of Southern California, LLC | Delaware | 65-1242656 | ||
| Republic Services of Wisconsin GP, LLC | Delaware | 65-0984993 | ||
| Republic Services of Wisconsin LP, LLC | Delaware | 65-0984994 | ||
| Republic Services of Wisconsin, Limited Partnership | Delaware | 65-0984991 | ||
| Republic Services Vasco Road, LLC | Delaware | 65-0936716 | ||
| Republic Waste Services of Southern California, LLC | Delaware | 65-0845646 | ||
| Republic Waste Services of Texas GP, Inc. | Delaware | 65-0964350 | ||
| Republic Waste Services of Texas LP, Inc. | Delaware | 65-0963006 | ||
| Rio Grande Valley Landfill TX, LP | Delaware | 26-0015192 | ||
| Risk Services, Inc. | Delaware | 76-0162247 | ||
| RITM, LLC | Delaware | 51-0345295 | ||
| Royal Oaks Landfill TX, LP | Delaware | 91-2098725 | ||
| Rubbish Control, LLC | Delaware | 65-0844465 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| RWS Transport, L.P. | Delaware | 27-0061136 | ||
| S Leasing Company, LLC | Delaware | 86-1013763 | ||
| Sand Valley Holdings, L.L.C. | Delaware | 51-0391894 | ||
| Sangamon Valley Landfill, Inc. | Delaware | 86-0970304 | ||
| Show-Me Landfill, LLC | Delaware | 86-0898621 | ||
| Southeast Landfill, LLC | Delaware | 86-0898482 | ||
| Southwest Landfill TX, LP | Delaware | 26-0015177 | ||
| Standard Waste, Inc. | Delaware | 37-1049834 | ||
| Taylor Ridge Landfill, Inc. | Delaware | 86-0970061 | ||
| Tennessee Union County Landfill, Inc. | Delaware | 86-0980095 | ||
| Tessman Road Landfill TX, LP | Delaware | 20-3365914 | ||
| Turkey Creek Landfill TX, LP | Delaware | 86-0899439 | ||
| Victoria Landfill TX, LP | Delaware | 26-0015157 | ||
| Wayne County Landfill IL, Inc. | Delaware | 52-2044868 | ||
| Webster Parish Landfill, L.L.C. | Delaware | 62-1772690 | ||
| Whispering Pines Landfill TX, LP | Delaware | 26-0015118 | ||
| Willow Ridge Landfill, LLC | Delaware | 86-1004978 | ||
| Allied Waste Transfer Services of Florida, LLC | Florida | 20-3534645 | ||
| Delta Dade Recycling Corp. | Florida | 65-1048925 | ||
| Delta Resources Corp. | Florida | 65-0891249 | ||
| Delta Site Development Corp. | Florida | 65-0936999 | ||
| Delta Waste Corp. | Florida | 65-0919421 | ||
| Envirocycle, Inc. | Florida | 65-0243954 | ||
| Gulfcoast Waste Service, Inc. | Florida | 65-0577644 | ||
| Manumit of Florida, Inc. | Florida | 58-2065448 | ||
| Republic Services Aviation, Inc. | Florida | 65-0959331 | ||
| Schofield Corporation of Orlando | Florida | 59-3047860 | ||
| Allied Waste Hauling of Georgia, Inc. | Georgia | 86-0842495 | ||
| Allied Waste Industries of Georgia, Inc. | Georgia | 86-0842496 | ||
| Central Virginia Properties, LLC | Georgia | 20-0767660 | ||
| Gateway Landfill, LLC | Georgia | 83-0337817 | ||
| Golden Waste Disposal, Inc. | Georgia | 58-1849752 | ||
| Price & Sons Recycling Company | Georgia | 65-0249986 | ||
| S & S Recycling, Inc. | Georgia | 58-2237428 | ||
| Wayne Developers, LLC | Georgia | 26-0637318 | ||
| Ada County Development Company, Inc. | Idaho | 20-0333823 | ||
| Allied Waste Services of Page, Inc. | Idaho | 82-0336097 | ||
| American Sanitation, Inc. | Idaho | 82-0469055 | ||
| ADS of Illinois, Inc. | Illinois | 36-4243045 | ||
| Allied Waste Industries of Illinois, Inc. | Illinois | 36-3915626 | ||
| Arc Disposal Company, Inc. | Illinois | 36-2386793 | ||
| Area Disposal, Inc. | Illinois | 36-3766465 | ||
| Borrow Pit Corp. | Illinois | — | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Brickyard Disposal & Recycling, Inc. | Illinois | 37-0948710 | ||
| CWI of Illinois, Inc. | Illinois | 38-3073435 | ||
| Environmental Reclamation Company | Illinois | 37-1140323 | ||
| Fred Barbara Trucking Co., Inc. | Illinois | 36-3030929 | ||
| Illinois Landfill, Inc. | Illinois | 35-1811975 | ||
| Illinois Recycling Services, Inc. | Illinois | 36-3587447 | ||
| Illinois Valley Recycling, Inc. | Illinois | 36-3754225 | ||
| Ingrum Waste Disposal, Inc. | Illinois | 36-4252595 | ||
| Kankakee Quarry, Inc. | Illinois | 71-0938626 | ||
| LandComp Corporation | Illinois | 36-3813024 | ||
| Lee County Landfill, Inc. | Illinois | 37-1360924 | ||
| Liberty Waste Services of Illinois, L.L.C. | Illinois | 52-1960161 | ||
| Loop Recycling, Inc. | Illinois | 36-3107689 | ||
| Loop Transfer, Incorporated | Illinois | 36-3376490 | ||
| Northlake Transfer, Inc. | Illinois | 20-1513744 | ||
| RCS, Inc. | Illinois | 37-1270589 | ||
| Roxana Landfill, Inc. | Illinois | 43-1352176 | ||
| Saline County Landfill, Inc. | Illinois | 37-1208674 | ||
| Shred — All Recycling Systems Inc. | Illinois | 36-3583146 | ||
| Southern Illinois Regional Landfill, Inc. | Illinois | 22-3032671 | ||
| Streator Area Landfill, Inc. | Illinois | 36-3207276 | ||
| Suburban Transfer, Inc. | Illinois | 36-4048153 | ||
| Suburban Warehouse, Inc. | Illinois | 36-3714060 | ||
| Tri-State Recycling Services, Inc. | Illinois | 36-3768524 | ||
| Upper Rock Island County Landfill, Inc. | Illinois | 36-3159198 | ||
| Agricultural Acquisitions, LLC | Indiana | 20-5469750 | ||
| Allied Waste Industries of Northwest Indiana, Inc. | Indiana | 86-0807381 | ||
| Benton County Development Company | Indiana | 45-0527882 | ||
| Clinton County Landfill Partnership | Indiana | 20-0836700 | ||
| County Line Landfill Partnership | Indiana | 86-0900027 | ||
| DTC Management, Inc. | Indiana | 35-2090758 | ||
| Illiana Disposal Partnership | Indiana | 86-0900028 | ||
| Jasper County Development Company Partnership | Indiana | — | ||
| Key Waste Indiana Partnership | Indiana | 86-0900031 | ||
| Lake County C & D Development Partnership | Indiana | 86-1007828 | ||
| Newton County Landfill Partnership | Indiana | 86-0899962 | ||
| Springfield Environmental General Partnership | Indiana | 91-2078723 | ||
| Tippecanoe County Waste Services Partnership | Indiana | 20-1305645 | ||
| Warrick County Development Company | Indiana | 20-1429593 | ||
| Wastehaul, Inc. | Indiana | 35-1616387 | ||
| Allied Waste Transfer Services of Iowa, LLC | Iowa | 20-2721565 | ||
| Jetter Disposal, Inc. | Iowa | 36-4221455 | ||
| American Disposal Services of Kansas, Inc. | Kansas | 48-0841017 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Resource Recovery, Inc. | Kansas | 48-1034034 | ||
| Sunset Disposal, Inc. | Kansas | 48-0915496 | ||
| Benson Valley Landfill General Partnership | Kentucky | 20-3351757 | ||
| Blue Ridge Landfill General Partnership | Kentucky | 91-2079015 | ||
| Green Valley Landfill General Partnership | Kentucky | 91-2078719 | ||
| Morehead Landfill General Partnership | Kentucky | — | ||
| Republic Services of Kentucky, LLC | Kentucky | 65-0972931 | ||
| Crescent Acres Landfill, LLC | Louisiana | 20-3620449 | ||
| Frontier Waste Services of Louisiana L.L.C. | Louisiana | — | ||
| Jefferson Parish Development Company, LLC | Louisiana | 20-3590498 | ||
| St. Bernard Parish Development Company, LLC | Louisiana | 20-3590527 | ||
| Browning-Ferris, Inc. | Maryland | 74-1990096 | ||
| Calvert Trash Systems, Incorporated | Maryland | 52-1701593 | ||
| Honeygo Run Reclamation Center, Inc. | Maryland | 52-1781270 | ||
| Prince George’s County Landfill, LLC | Maryland | 68-0564610 | ||
| Allied Acquisition Two, Inc. | Massachusetts | — | ||
| Allied Waste Services of Massachusetts, LLC | Massachusetts | 86-1024452 | ||
| Atlantic Waste Holding Company, Inc. | Massachusetts | 42-1548814 | ||
| BFI Transfer Systems of Massachusetts, LLC | Massachusetts | 86-1024454 | ||
| BFI Waste Systems of Massachusetts, LLC | Massachusetts | 86-1024544 | ||
| Browning-Ferris Industries, Inc. | Massachusetts | 04-1254350 | ||
| F. P. McNamara Rubbish Removal, Inc. | Massachusetts | 04-2400121 | ||
| Vining Disposal Service, Inc. | Massachusetts | 04-2534061 | ||
| Adrian Landfill, Inc. | Michigan | 38-1799679 | ||
| Allied Waste Systems of Michigan, LLC | Michigan | 20-3358409 | ||
| C & C Expanded Sanitary Landfill, LLC | Michigan | 20-2540046 | ||
| Central Sanitary Landfill, Inc. | Michigan | 38-2917813 | ||
| Citizens Disposal, Inc. | Michigan | 38-2521526 | ||
| City-Star Services, Inc. | Michigan | 38-1841203 | ||
| Clarkston Disposal, Inc. | Michigan | 38-2872489 | ||
| Dinverno, Inc. | Michigan | 38-2318347 | ||
| Eagle Industries Leasing, Inc. | Michigan | 38-3188507 | ||
| FLL, Inc. | Michigan | 38-2679508 | ||
| G. Van Dyken Disposal Inc. | Michigan | 38-2998205 | ||
| Harland’s Sanitary Landfill, Inc. | Michigan | 38-2016636 | ||
| Oakland Heights Development, Inc. | Michigan | 38-2388322 | ||
| Reliable Disposal, Inc. | Michigan | 38-2301483 | ||
| Republic Services of Michigan Hauling, LLC | Michigan | 65-0872289 | ||
| Republic Services of Michigan I, LLC | Michigan | 65-0872399 | ||
| Republic Services of Michigan II, LLC | Michigan | 65-0872398 | ||
| Republic Services of Michigan III, LLC | Michigan | 65-0872397 | ||
| Republic Services of Michigan IV, LLC | Michigan | 65-0872396 | ||
| Republic Services of Michigan V, LLC | Michigan | 65-0872395 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Royal Holdings, Inc. | Michigan | 38-3244832 | ||
| Sanitary Disposal Service, Inc. | Michigan | 38-2283539 | ||
| Sauk Trail Development, Inc. | Michigan | 38-2489474 | ||
| Standard Disposal Services, Inc. | Michigan | 38-2261256 | ||
| Standard Environmental Services, Inc. | Michigan | 38-3353218 | ||
| Tay-Ban Corporation | Michigan | 38-2605338 | ||
| Tri-County Refuse Service, Inc. | Michigan | 38-3293469 | ||
| Woodlake Sanitary Service, Inc. | Minnesota | 41-0673360 | ||
| Hancock County Development Company, LLC | Mississippi | 20-3546528 | ||
| Harrison County Landfill, LLC | Mississippi | 72-1569826 | ||
| Jackson County Landfill, LLC | Mississippi | 86-1055245 | ||
| Mississippi Waste Paper Company | Mississippi | 64-0817153 | ||
| Autoshred, Inc. | Missouri | 43-1030222 | ||
| Belleville Landfill, Inc. | Missouri | 37-1037997 | ||
| CWI of Missouri, Inc. | Missouri | 43-1527951 | ||
| Missouri City Landfill, LLC | Missouri | 47-0921988 | ||
| Rock Road Industries, Inc. | Missouri | 43-1509575 | ||
| St. Joseph Landfill, LLC | Missouri | 20-1475879 | ||
| Tate’s Transfer Systems, Inc. | Missouri | 43-1587860 | ||
| Thomas Disposal Service, Inc. | Missouri | 43-1058393 | ||
| Allied Waste Systems of Montana, LLC | Montana | 20-4777694 | ||
| Oscar’s Collection System of Fremont, Inc. | Nebraska | 47-0756617 | ||
| Browning-Ferris Industries Chemical Services, Inc. | Nevada | 74-1362353 | ||
| Republic Dumpco, Inc. | Nevada | 65-0772299 | ||
| Republic Environmental Technologies, Inc. | Nevada | 65-0768398 | ||
| Republic Silver State Disposal, Inc. | Nevada | 65-0768402 | ||
| Allied Transfer Systems of New Jersey, LLC | New Jersey | 86-0982078 | ||
| Allied Waste of New Jersey, Inc. | New Jersey | 22-3525350 | ||
| Allied Waste Systems of New Jersey, LLC | New Jersey | 86-0982077 | ||
| American Materials Recycling Corp. | New Jersey | 22-3211753 | ||
| Automated Modular Systems, Inc. | New Jersey | 22-2830098 | ||
| BFI Energy Systems of Essex County, Inc. | New Jersey | 76-0167158 | ||
| BFI Transfer Systems of New Jersey, Inc. | New Jersey | 22-3308380 | ||
| BFI Waste Systems of New Jersey, Inc. | New Jersey | 22-1755133 | ||
| Browning-Ferris Industries of New Jersey, Inc. | New Jersey | 22-2095920 | ||
| Louis Pinto & Son, Inc., Sanitation Contractors | New Jersey | 22-1947106 | ||
| Newco Waste Systems of New Jersey, Inc. | New Jersey | 16-1188724 | ||
| Tom Luciano’s Disposal Service, Inc. | New Jersey | 22-2035629 | ||
| Total Solid Waste Recyclers, Inc. | New Jersey | 22-2647500 | ||
| Allied Waste Industries (New Mexico), Inc. | New Mexico | 85-0444394 | ||
| Allied Waste Niagara Falls Landfill, LLC | New York | 20-4809296 | ||
| Allied Waste of Long Island, Inc. | New York | 86-0896185 | ||
| Allied Waste Transfer Services of New York, LLC | New York | 20-3651091 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| American Transfer Company, Inc. | New York | 11-3189094 | ||
| Browning-Ferris Industries of New York, Inc. | New York | 14-1496692 | ||
| CECOS International, Inc. | New York | 16-1069544 | ||
| Island Waste Services Ltd. | New York | 11-2815030 | ||
| Menands Environmental Solutions, LLC | New York | 20-1644884 | ||
| Tricil (N.Y.), Inc. | New York | 16-0875255 | ||
| Waste Services of New York, Inc. | New York | 22-3515302 | ||
| Wayne County Land Development, LLC | New York | 20-1687434 | ||
| Allied Waste Systems of North Carolina, LLC | North Carolina | 20-3626667 | ||
| Allied Waste Transfer Services of North Carolina, LLC | North Carolina | 20-3147983 | ||
| Lake Norman Landfill, Inc. | North Carolina | 56-2076617 | ||
| Republic Services of North Carolina, LLC | North Carolina | 65-0972930 | ||
| Republic Services Real Estate Holding, Inc. | North Carolina | 65-1024362 | ||
| Allied Waste Transfer Services of Lima, LLC | Ohio | 20-3880719 | ||
| AWIN Leasing II, LLC | Ohio | 86-1015694 | ||
| Carbon Limestone Landfill, LLC | Ohio | 20-2059890 | ||
| Celina Landfill, Inc. | Ohio | 31-0813291 | ||
| Cherokee Run Landfill, Inc. | Ohio | 31-1061009 | ||
| County Environmental Landfill, LLC | Ohio | 20-2060052 | ||
| County Land Development Landfill, LLC | Ohio | 20-2059973 | ||
| Dempsey Waste Systems II, Inc. | Ohio | 91-2094398 | ||
| General Refuse Service of Ohio, L.L.C. | Ohio | — | ||
| Lorain County Landfill, LLC | Ohio | 20-2059931 | ||
| Lucas County Landfill, LLC | Ohio | 20-2060013 | ||
| Noble Road Landfill, Inc. | Ohio | 34-1625432 | ||
| Ohio Republic Contracts, Inc. | Ohio | 65-1024359 | ||
| Port Clinton Landfill, Inc. | Ohio | 20-1095124 | ||
| Preble County Landfill, Inc. | Ohio | 81-0579596 | ||
| R.C. Miller Enterprises, Inc. | Ohio | 34-1727361 | ||
| R.C. Miller Refuse Service Inc. | Ohio | 34-1041193 | ||
| Republic Ohio Contracts, LLC | Ohio | — | ||
| Republic Services of Ohio Hauling, LLC | Ohio | 65-0872369 | ||
| Republic Services of Ohio I, LLC | Ohio | 65-0872405 | ||
| Republic Services of Ohio II, LLC | Ohio | 65-0872404 | ||
| Republic Services of Ohio III, LLC | Ohio | 65-0872403 | ||
| Republic Services of Ohio IV, LLC | Ohio | 65-0872402 | ||
| Ross Bros. Waste & Recycling Co. | Ohio | 31-1362843 | ||
| The Ecology Group, Inc. | Ohio | 31-1370194 | ||
| Williams County Landfill Inc. | Ohio | 34-1167514 | ||
| ADS, Inc. | Oklahoma | 73-1379293 | ||
| Allied Waste Services of Stillwater, Inc. | Oklahoma | 73-1286140 | ||
| American Disposal Services of Missouri, Inc. | Oklahoma | 73-1417578 | ||
| BFI Waste Systems of Oklahoma, LLC | Oklahoma | 86-1024464 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Oklahoma City Landfill, L.L.C. | Oklahoma | 86-0901510 | ||
| Pittsburg County Landfill, Inc. | Oklahoma | 73-1379294 | ||
| Agri-Tech, Inc. of Oregon | Oregon | 93-0831569 | ||
| Albany — Lebanon Sanitation, Inc. | Oregon | 93-0593828 | ||
| Allied Waste Transfer Services of Oregon, LLC | Oregon | 20-4682479 | ||
| Bio-Med of Oregon, Inc. | Oregon | 93-0666288 | ||
| Capitol Recycling and Disposal, Inc. | Oregon | 93-1197641 | ||
| Corvallis Disposal Co. | Oregon | 93-0422468 | ||
| Dallas Disposal Co. | Oregon | 93-0686961 | ||
| Grants Pass Sanitation, Inc. | Oregon | 93-1149631 | ||
| Keller Drop Box, Inc. | Oregon | 93-0775047 | ||
| McInnis Waste Systems, Inc. | Oregon | 93-1100152 | ||
| Peltier Real Estate Company | Oregon | 93-0622305 | ||
| Portable Storage Co. | Oregon | 93-0677497 | ||
| Rossman Sanitary Service, Inc. | Oregon | 93-0524701 | ||
| Source Recycling, Inc. | Oregon | 93-0676813 | ||
| United Disposal Service, Inc. | Oregon | 93-0625022 | ||
| Valley Landfills, Inc. | Oregon | 93-0623113 | ||
| Waste Control Systems, Inc. | Oregon | 93-0608475 | ||
| WDTR, Inc. | Oregon | 93-0970896 | ||
| Willamette Resources, Inc. | Oregon | 93-0636217 | ||
| Allied Acquisition Pennsylvania, Inc. | Pennsylvania | 52-2038566 | ||
| Allied Waste Systems of Pennsylvania, LLC | Pennsylvania | 86-1020961 | ||
| BFI Transfer Systems of Pennsylvania, LLC | Pennsylvania | 86-1024460 | ||
| BFI Waste Services of Pennsylvania, LLC | Pennsylvania | 86-1020962 | ||
| Greenridge Reclamation, LLC | Pennsylvania | 86-1026336 | ||
| Greenridge Waste Services, LLC | Pennsylvania | 86-1026337 | ||
| McCusker Recycling, Inc. | Pennsylvania | 23-2558840 | ||
| New Morgan Landfill Company, Inc. | Pennsylvania | 23-2645522 | ||
| Flint Hill Road, LLC | South Carolina | 86-1014460 | ||
| NationsWaste Catawba Regional Landfill, Inc. | South Carolina | 58-2376936 | ||
| Allied Waste Industries of Tennessee, Inc. | Tennessee | 62-1589834 | ||
| Barker Brothers Waste, Incorporated | Tennessee | 62-1119788 | ||
| Browning-Ferris Industries of Tennessee, Inc. | Tennessee | 62-0566788 | ||
| Madison County Development, LLC | Tennessee | 20-1187869 | ||
| Northwest Tennessee Disposal Corporation | Tennessee | 22-3091901 | ||
| Action Disposal, Inc. | Texas | 74-2679234 | ||
| Desarrollo del Rancho La Gloria TX, LP | Texas | 81-0636822 | ||
| El Centro Landfill, L.P. | Texas | 75-3088544 | ||
| Frontier Waste Services, L.P. | Texas | 76-0604271 | ||
| Republic Waste Services of Texas, Ltd. | Texas | 65-0963067 | ||
| South Central Texas Land Co. TX, LP | Texas | 81-0363867 | ||
| Total Roll-Offs, L.L.C. | Texas | 74-2895613 | ||
| State or Other Jurisdiction of | I.R.S. | |||
| Incorporation or | Employer | |||
| Guarantor | Organization | Identification Number | ||
| Allied Waste Transfer Services of Utah, Inc. | Utah | 20-2298486 | ||
| ECDC Environmental, L.C. | Utah | 87-0507247 | ||
| Frontier Waste Services (Utah), LLC | Utah | — | ||
| Wasatch Regional Landfill, Inc. | Utah | 20-0960443 | ||
| 623 Landfill, Inc. | Virginia | 59-3800507 | ||
| Cumberland County Development Company, LLC | Virginia | 20-1645866 | ||
| Obscurity Land Development, LLC | Virginia | 20-5046288 | ||
| Republic Services of Virginia, LLC | Virginia | 65-0976277 | ||
| Rabanco Companies | Washington | 91-1312267 | ||
| Rabanco Recycling, Inc. | Washington | 91-1406993 | ||
| Rabanco, Ltd. | Washington | 91-0714701 | ||
| WJR Environmental, Inc. | Washington | 91-1525369 | ||
| Sandy Hollow Landfill Corp. | West Virginia | 22-3017041 | ||
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-4 is being filed for the sole purpose of filing additional exhibits to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.Indemnification of Directors and Officers
The following summary is qualified in its entirety by reference to the complete text of the statutes referred to below and to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and by-laws.
The Certificate provides that we shall indemnify, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (the “DGCL”), each person who is involved in any litigation or other proceeding because such person is or was a Republic director or officer or was serving at our request as a director, officer, employee or agent of another enterprise, against all expense (including attorney’s fees), loss or liability reasonably incurred or suffered in connection therewith. The Certificate provides that a person entitled to indemnification under the Certificate shall be paid expenses incurred in defending any proceeding in advance of its final disposition upon our receipt of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reason to believe his conduct was unlawful. In a derivative action (i.e., one brought by or on behalf of the corporation), however, indemnification may be made only for expenses, actually and reasonably incurred by any director or officer in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Certificate eliminates the liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liabilities arising (i) from any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) from any transaction from which the director derived an improper personal benefit.
We may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Republic or another corporation, partnership, joint venture, trust or other enterprise. Under an insurance policy maintained by us, our directors and officers and the directors and officers of each of the co-registrants are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers.
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Alabama Registrants:
(a) Alabama Recycling Services, Inc. and GEK, Inc. are incorporated under the laws of Alabama.
Division E of Article 8 of the Alabama Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 10-2B-8.42(d) of the Alabama Business Corporation Act provides that an officer of a corporation shall not be liable for any action taken as an officer or any failure to take any action if such officer performed the duties of his or her office (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner he or she reasonably believes to be in the best interests of the corporation.
The bylaws of each of the Alabama corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Alabama corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the
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corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Autauga County Landfill, LLC is organized as a limited liability company under the laws of Alabama.
Section 4 of the Alabama Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any person who is or was a member, manager or employee of the limited liability company under certain circumstances and subject to certain limitations.
The operating agreement of Autauga County Landfill, LLC provides that the company shall defend, indemnify and save harmless its sole member, its sole member’s officers and directors, and the officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Arizona Registrants:
(a) Allied Waste Industries (Arizona), Inc., Allied Waste Industries (Southwest), Inc., Apache Junction Landfill Corporation, Central Arizona Transfer, Inc., Mesa Disposal, Inc., Midway Development Company, Inc., Pinal County Landfill Corp., Summit Waste Systems, Inc. and Tri-State Refuse Corporation are incorporated under the laws of Arizona.
Sections 10-850 et seq. of the Arizona Business Corporation Act authorize a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 10-202(B)(1) of the Arizona Business Corporation Act permits a corporation to provide in its articles of incorporation that a director shall not be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, subject to certain limitations. Section 10-842(D) of the Arizona Business Corporation Act provides that an officer of a corporation shall not be liable for any action taken as an officer or any failure to take any action if such officer’s duties were performed (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner such officer reasonably believes to be in the best interests of the corporation.
The articles of incorporation of Allied Waste Industries (Arizona), Inc. provide for indemnification to the fullest extent permissible by law, by the bylaws of the corporation or by agreement.
The articles of incorporation of Allied Waste Industries (Arizona), Inc. provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) the amount of a financial benefit received by a director to which the director is not entitled, (ii) an intentional infliction of harm on the corporation or the shareholders, (iii) a violation of Section 10-833 of the Arizona Business Corporation Act relating to unlawful distributions and (iv) an intentional violation of criminal law.
The articles of incorporation of each of Summit Waste Systems, Inc. and Midway Development Company, Inc. provide that the corporation shall indemnify any person who incurs expenses or liabilities by reason of the fact that such person is or was an officer, director, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law.
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The articles of incorporation of each of Summit Waste Systems, Inc. and Midway Development Company, Inc. provide that, to the fullest extent permitted by the Arizona Business Corporation Act, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director.
The bylaws of each of Midway Development Company, Inc. and Summit Waste Systems, Inc. provide that the corporation shall indemnify, to the fullest extent provided by law, any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise.
The bylaws of each of Central Arizona Transfer, Inc. and Mesa Disposal, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Central Arizona Transfer, Inc. and Mesa Disposal, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
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There is no provision for indemnification or insurance in the articles of incorporation or bylaws of any of Allied Waste Industries (Southwest), Inc., Apache Junction Landfill Corporation, Pinal County Landfill Corp. or Tri-State Refuse Corporation.
(b) Allied Waste Systems of Arizona, LLC, Cactus Waste Systems, LLC and Republic Services of Arizona Hauling, LLC are organized as limited liability companies under the laws of Arizona.
Section 29-610(A)(13) of the Arizona Limited Liability Company Act permits a limited liability company to indemnify a member, manager, employee, officer, agent or any other person.
The operating agreement of each of Cactus Waste Systems, LLC and Republic Services of Arizona Hauling, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The operating agreement of Allied Waste Systems of Arizona, LLC provides for identical indemnification as described in the preceding paragraph, except that such indemnification is also provided to the directors of the sole member of the company.
California Registrants:
(a) A D A J Corporation, Allied Waste of California, Inc., Atlas Transport, Inc., Bay Collection Services, Inc., Bay Environmental Management, Inc., Bay Landfills, Inc., Bay Leasing Company, Inc., Berkeley Sanitary Service, Inc., BLT Enterprises of Oxnard, Inc., Borrego Landfill, Inc., Browning-Ferris Industries of California, Inc., Charter Evaporation Resource Recovery Systems, Crockett Sanitary Service, Inc., Delta Container Corporation, Delta Paper Stock, Co., Elder Creek Transfer & Recovery, Inc., Forward, Inc., Golden Bear Transfer Services, Inc., Imperial Landfill, Inc., Independent Trucking Company, International Disposal Corp. of California, Keller Canyon Landfill Company, La Canada Disposal Company, Inc., Lathrop Sunrise Sanitation Corporation, Otay Landfill, Inc., Palomar Transfer Station, Inc., Perdomo & Sons, Inc., Ramona Landfill, Inc., RI/Alameda Corp., Richmond Sanitary Service, Inc., San Marcos NCRRF, Inc., Solano Garbage Company, Sunrise Sanitation Service, Inc., Sunset Disposal Service, Inc., Sycamore Landfill, Inc., West Contra Costa Energy Recovery Company, West Contra Costa Sanitary Landfill, Inc., West County Landfill, Inc., West County Resource Recovery, Inc. and Zakaroff Services are incorporated under the laws of California.
Section 317 of the California Corporations Code authorizes a court to award, or a corporation’s board of directors to grant, indemnity to any agent of the corporation under certain circumstances and subject to certain limitations.
Section 204(a)(10) of the California Corporations Code permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of such director’s duties, subject to certain limitations.
The articles of incorporation of each of BLT Enterprises of Oxnard, Inc., Keller Canyon Landfill Company and Perdomo & Sons, Inc. provide that the corporation is authorized to provide indemnification of agents for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.
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The articles of incorporation of each of BLT Enterprises of Oxnard, Inc., Borrego Landfill, Inc., Elder Creek Transfer & Recovery, Inc., Imperial Landfill, Inc., Keller Canyon Landfill Company, Lathrop Sunrise Sanitation Corporation, Palomar Transfer Station, Inc., Perdomo & Sons, Inc., Otay Landfill, Inc., Ramona Landfill, Inc., San Marcos NCRRF, Inc. and Sycamore Landfill, Inc. provide that the liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
The articles of incorporation of each of Elder Creek Transfer & Recovery, Inc. and Imperial Landfill, Inc. provide that the corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law. The corporation is authorized to provide indemnification of agents through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of that expressly permitted by Section 317 of the California Corporations Code for those agents of the corporation for breach of duty to the corporation and its stockholders, subject to limitations set forth in Section 204.
The articles of incorporation of Lathrop Sunrise Sanitation Corporation provide that the corporation is authorized to provide indemnification of agents through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, to the fullest extent permissible under California law.
The bylaws of each of A D A J Corporation, Atlas Transport, Inc., Bay Collection Services, Inc., Bay Environmental Management, Inc., Bay Landfills, Inc., Bay Leasing Company, Inc., Berkeley Sanitary Service, Inc., BLT Enterprises of Oxnard, Inc., Browning-Ferris Industries of California, Inc., Charter Evaporation Resource Recovery Systems, Crockett Sanitary Service, Inc., Elder Creek Transfer & Recovery, Inc., Forward, Inc., Golden Bear Transfer Services, Inc., Imperial Landfill, Inc., International Disposal Corp. of California, Keller Canyon Landfill Company, La Canada Disposal Company, Inc., Lathrop Sunrise Sanitation Corporation, Otay Landfill, Inc., Perdomo & Sons, Inc., RI/Alameda Corp., Richmond Sanitary Service, Inc., Solano Garbage Company, Sycamore Landfill, Inc., West Contra Costa Energy Recovery Company, West Contra Costa Sanitary Landfill, Inc., West County Landfill, Inc., West County Resource Recovery, Inc. and Zakaroff Services provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the California corporation registrants listed in the preceding paragraph also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by
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a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of each of Delta Container Corporation, Independent Trucking Company, Sunrise Sanitation Service, Inc. and Sunset Disposal Service, Inc. provide that the board may, in its discretion, indemnify any director, officer, employee or other agent of the corporation against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in a proceeding (including a derivative action on behalf of the corporation) to which that person was or is threatened to be made a party by reason of the fact that such person was or is an agent of the corporation, but only to the extent allowed by the California Corporations Code and subject to director or shareholder approval as required by such code. In no event shall the corporation indemnify any such director or officer against any liability or expense by reason of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office. The corporation may advance to each director or officer the expenses incurred in defending any proceeding referred to in the bylaws of the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall be determined ultimately that the director or officer is entitled to be indemnified as authorized by the bylaws of the company.
The bylaws of Delta Paper Stock, Co. provide that the corporation shall, to the maximum extent permitted by the California Corporations Code, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Allied Waste of California, Inc., Borrego Landfill, Inc., Palomar Transfer Station, Inc., Ramona Landfill, Inc. or San Marcos NCRRF, Inc.
(b) Allied Waste Transfer Services of California, LLC and San Diego Landfill Systems, LLC are organized as limited liability companies under the laws of California.
Section 17003(l) of the California Limited Liability Company Act permits a limited liability company to indemnify any person.
The operating agreement of each of the California limited liability company registrants provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
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(c) Oceanside Waste & Recycling Services is organized as a general partnership under the laws of California.
Section 16401(c) of the California Uniform Partnership Act authorizes a general partnership to indemnify its partners under certain circumstances and subject to certain limitations.
There is no provision for indemnification of officers and directors in the partnership agreement of Oceanside Waste & Recycling Services. The partnership agreement provides that the partners shall continue to maintain general liability insurance in such amounts as are reasonable for the business and services conducted by the partnership.
Colorado Registrants:
(a) Bunting Trash Service, Inc. and Denver RL North, Inc. are incorporated under the laws of Colorado.
Article 109 of the Colorado Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers, directors, employees, fiduciaries or agents of the corporation under certain circumstances and subject to certain limitations.
Section 7-108-401(4) of the Colorado Business Corporation Act provides that a director or officer of the corporation shall not be liable to the corporation or its shareholders for any action the director or officer takes or omits to take as a director of officer if, in connection with such action or omission, the director or officer performed the duties of the position (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner the director or officer reasonably believes to be in the best interests of the corporation.
The bylaws of each of Bunting Trash Service, Inc and Denver RL North, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Bunting Trash Service, Inc. and Denver RL North, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if
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such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Allied Waste Systems of Colorado, LLC, Frontier Waste Services (Colorado), LLC, Republic Services of Colorado Hauling, LLC and Republic Services of Colorado I, LLC are organized as limited liability companies under the laws of Colorado.
Section 407 of the Colorado Limited Liability Company Act permits a limited liability company to indemnify a member or manager of the company under certain circumstances and subject to certain limitations.
The operating agreement of each of Frontier Waste Services (Colorado), LLC, Republic Services of Colorado Hauling, LLC and Republic Services of Colorado I, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The operating agreement of Allied Waste Systems of Colorado, LLC provides for identical indemnification as described in the preceding paragraph, except that such indemnification is also provided to the directors of the sole member of the company.
Delaware Registrants:
(a) Allied Enviroengineering, Inc., Allied Green Power, Inc., Allied Nova Scotia, Inc., Allied Waste Alabama, Inc., Allied Waste Company, Inc., Allied Waste Holdings (Canada) Ltd., Allied Waste Industries, Inc., Allied Waste Landfill Holdings, Inc., Allied Waste North America, Inc., Allied Waste Rural Sanitation, Inc., Allied Waste Services of Colorado, Inc., Allied Waste Systems Holdings, Inc., Allied Waste Systems, Inc., Allied Waste Transportation, Inc., American Disposal Services of Illinois, Inc., American Disposal Services of New Jersey, Inc., American Disposal Services of West Virginia, Inc., American Disposal Services, Inc., American Disposal Transfer Services of Illinois, Inc., Attwoods of North America, Inc., AWIN Leasing Company, Inc., AWIN Management, Inc., BBCO, Inc., BFI Atlantic, Inc., BFI Energy Systems of Albany, Inc., BFI Energy Systems of Delaware 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 International, Inc., BFI REF-FUEL, Inc., BFI Trans River (GP), Inc., Bond County Landfill, Inc., Browning-Ferris Financial Services, Inc., Browning-Ferris Industries of Florida, Inc., Browning-Ferris Industries of Illinois, Inc., Browning-Ferris Industries of Ohio, Inc., Browning-Ferris Services, Inc., CC Landfill, Inc., Cocopah Landfill, Inc., Compactor Rental Systems of Delaware, Inc., Copper Mountain Landfill, Inc., County Disposal (Ohio), Inc., County Disposal, Inc., County Landfill, Inc., East Chicago Compost Facility, Inc., ECDC Environmental of Humboldt County, Inc., ECDC Holdings, Inc., Environmental Development Corp., Environtech, Inc., Evergreen Scavenger Service, Inc., General Refuse
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Rolloff Corp., Georgia Recycling Services, Inc., Great Lakes Disposal Service, Inc., Liberty Waste Holdings, Inc., Lucas County Land Development, Inc., Mountain Home Disposal, Inc., NationsWaste, Inc., NCorp., Inc., Ohio Republic Contracts, II, Inc., Ottawa County Landfill, Inc., Republic Services Financial LP, Inc., Republic Services Holding Company, Inc., Republic Services of California Holding Company, Inc., Republic Services of Florida GP, Inc., Republic Services of Florida LP, Inc., Republic Services of Indiana LP, Inc., Republic Services of Michigan Holding Company, Inc., Republic Waste Services of Texas GP, Inc., Republic Waste Services of Texas LP, Inc., Risk Services, Inc., Sangamon Valley Landfill, Inc., Standard Waste, Inc., Taylor Ridge Landfill, Inc., Tennessee Union County Landfill, Inc. and Wayne County Landfill IL, Inc. are incorporated under the laws of Delaware.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors, officers, employees and agents of the corporation under certain circumstances and subject to certain limitations.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain limitations.
The certificate of incorporation of each of Allied Enviroengineering, Inc., Allied Waste Alabama, Inc., Allied Waste Company, Inc., Allied Waste North America, Inc., AWIN Leasing Company, Inc. and AWIN Management, Inc. provides that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The certificate of incorporation of each of the Delaware corporation registrants listed in the preceding paragraph also provides that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person
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is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the Delaware General Corporation Law.
The certificate of incorporation of each of Allied Enviroengineering, Inc., Allied Nova Scotia, Inc., Allied Waste Alabama, Inc., Allied Waste Company, Inc., Allied Waste Holdings (Canada) Ltd., Allied Waste North America, Inc., Allied Waste Systems, Inc., American Disposal Services, Inc., American Disposal Services of Illinois, Inc., American Disposal Services of New Jersey, Inc., American Disposal Services of West Virginia, Inc., American Disposal Transfer Services of Illinois, Inc., AWIN Leasing Company, Inc., AWIN Management, Inc., BBCO, Inc., Browning-Ferris Financial Services, Inc., Compactor Rental Systems of Delaware, Inc., County Disposal, Inc., County Disposal (Ohio), Inc., County Landfill, Inc., Environtech, Inc., Georgia Recycling Services, Inc., Mountain Home Disposal, Inc., NationsWaste, Inc., NCorp, Inc., Republic Services Financial LP, Inc., Republic Services Holding Company, Inc., Republic Services of California Holding Company, Inc., Republic Services of Florida GP, Inc., Republic Services of Florida LP, Inc., Republic Services of Indiana, LP, Inc., Republic Services of Michigan Holding Company, Inc., Republic Waste Services of Texas GP, Inc. and Republic Waste Services of Texas LP, Inc. provides that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law relating to an unlawful payment of a dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived any improper personal benefit.
The certificate of incorporation of each of Allied Green Power, Inc., Allied Waste Industries, Inc., Allied Waste Landfill Holdings, Inc., Allied Waste Rural Sanitation, Inc., Allied Waste Services of Colorado, Inc., Allied Waste Transportation, Inc., Bond County Landfill, Inc., CC Landfill, Inc., Cocopah Landfill, Inc., Copper Mountain Landfill, Inc., East Chicago Compost Facility, Inc., ECDC Environmental of Humboldt County, Inc., ECDC Holdings, Inc., Evergreen Scavenger Service, Inc., General Refuse Rolloff Corp., Great Lakes Disposal Service, Inc., Liberty Waste Holdings, Inc., Lucas County Land Development, Inc., Ohio Republic Contracts, II, Inc., Sangamon Valley Landfill, Inc., Taylor Ridge Landfill, Inc., Tennessee Union County Landfill, Inc. and Wayne County Landfill IL, Inc. provides that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that this provision shall not eliminate or limit the liability of the director to the extent that such elimination or limitation of liability is expressly prohibited by the Delaware General Corporation Law as in effect at the time of the alleged breach of duty by such director.
The certificate of incorporation of each of Allied Nova Scotia, Inc., Allied Waste Holdings (Canada) Ltd. and American Disposal Services, Inc. provides that, to the fullest extent authorized by the Delaware General Corporation Law, the corporation shall indemnify any person who at any time is or was a director or officer of the corporation and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer or other agent of any other entity against all expense, liability and loss (including, without limitation, court costs and attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person. Expenses incurred by a director or officer of the corporation shall be paid in advance to the fullest extent permitted by law upon an undertaking by such person to repay all amounts so advanced if it shall ultimately be determined that such director
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or officer is not entitled to indemnification. The corporation may procure insurance or other arrangement on behalf of any such person described in this paragraph.
The certificate of incorporation of each of American Disposal Services of Illinois, Inc., American Disposal Services of New Jersey, Inc., American Disposal Services of West Virginia, Inc., American Disposal Transfer Services of Illinois, Inc., County Disposal (Ohio), Inc., County Disposal, Inc. and County Landfill, Inc. provides that, to the fullest extent authorized by the Delaware General Corporation Law, the corporation shall indemnify any person who at any time is or was a director or officer of the corporation and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer.
The certificate of incorporation of each of Evergreen Scavenger Service, Inc. and General Refuse Rolloff Corp. provides that the corporation shall indemnify, to the fullest extent permitted by law, each director or officer of the corporation who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was an authorized representative of the corporation.
The certificate of incorporation of each of Allied Waste Systems Holdings, Inc., Republic Services Financial LP, Inc., Republic Services Holding Company, Inc., Republic Services of California Holding Company, Inc., Republic Services of Florida GP, Inc., Republic Services of Florida LP, Inc., Republic Services of Indiana LP, Inc., Republic Services of Michigan Holding Company, Inc., Republic Waste Services of Texas GP, Inc. and Republic Waste Services of Texas LP, Inc. provides that the corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the Delaware General Corporation Law.
The certificate of incorporation of Ottawa County Landfill, Inc. provides that the corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful.
The bylaws of each of Allied Enviroengineering, Inc., Allied Green Power, Inc., Allied Waste Company, Inc., Allied Waste Holdings (Canada) Ltd., Allied Waste Industries, Inc., Allied Waste Landfill Holdings, Inc., Allied Waste Rural Sanitation, Inc., Allied Waste Services of Colorado, Inc., Allied Waste Systems, Inc., Allied Waste Transportation, Inc., American Disposal Services, Inc., American Disposal Services of Illinois, Inc., American Disposal Services of New Jersey, Inc., American Disposal Services of West Virginia, Inc., American Disposal Transfer Services of Illinois, Inc., Attwoods of North America, Inc., BBCO, Inc., BFI Atlantic, Inc., AWIN Leasing Company, Inc., AWIN Management, Inc., BFI Energy Systems of Albany, Inc., BFI Energy Systems of Delaware 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 International, Inc., BFI REF-FUEL, Inc., BFI Trans River (GP), Inc., Bond County Landfill, Inc., Browning-Ferris Financial Services, Inc., Browning-Ferris Industries of Florida, Inc., Browning-Ferris Industries of Illinois, Inc., Browning-Ferris Industries of Ohio, Inc., Browning-Ferris Services, Inc., CC Landfill, Inc., Cocopah Landfill, Inc., Compactor Rental Systems of Delaware, Inc., Copper Mountain Landfill, Inc., County Disposal, Inc., County Disposal (Ohio), Inc., County Landfill, Inc., East Chicago Compost Facility, Inc., ECDC Environmental of Humboldt County, Inc., ECDC Holdings, Inc., Environmental Development Corp., Environtech, Inc., Evergreen Scavenger Service, Inc., General Refuse Rolloff Corp., Georgia Recycling Services, Inc., Great Lakes Disposal
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Service, Inc., Liberty Waste Holdings, Inc., Lucas County Land Development, Inc., Mountain Home Disposal, Inc., NCorp, Inc., Ohio Republic Contracts, II, Inc., Republic Services Holding Company, Inc., Republic Services of California Holding Company, Inc., Republic Services of Florida GP, Inc., Republic Services of Florida LP, Inc., Republic Services of Indiana LP, Inc., Republic Services of Michigan Holding Company, Inc., Republic Waste Services of Texas GP, Inc., Republic Waste Services of Texas LP, Inc., Risk Services, Inc., Sangamon Valley Landfill, Inc., Standard Waste, Inc., Taylor Ridge Landfill, Inc., Tennessee Union County Landfill, Inc. and Wayne County Landfill IL, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Delaware corporation registrants listed in the preceding paragraph also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of Allied Nova Scotia, Inc. provide that, to the fullest extent authorized by the Delaware General Corporation Law, the corporation shall indemnify any person who at any time is or was a director or officer of the corporation and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer or other agent of any other entity against all expense, liability and loss (including, without limitation, court costs and attorneys’ fees, judgments, fines, excise taxes or
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penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person. Expenses incurred by a director or officer of the corporation shall be paid in advance to the fullest extent permitted by law upon an undertaking by such person to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to indemnification. The corporation may procure insurance or other arrangement on behalf of any such person described in this paragraph.
The bylaws of Allied Waste Alabama, Inc. provide that, to the fullest extent authorized by the Delaware General Corporation Law, the corporation shall indemnify any person who at any time is or was a director of the corporation and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer or other agent of any other entity against all expense, liability and loss (including, without limitation, court costs and attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person so long as a majority of a quorum of disinterested directors, the stockholders or legal counsel through a written opinion determines that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and in the case of a criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Expenses incurred by a director or officer of the corporation shall be paid in advance to the fullest extent permitted by law upon an undertaking by such person to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to indemnification. The corporation may procure insurance or other arrangement on behalf of any such person described in this paragraph.
The bylaws of Allied Waste North America, Inc. provide that each director, officer and former director and officer of the corporation, and any person who may have served or who may hereafter serve at the request of the corporation as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, is hereby indemnified by the corporation against expenses actually and necessarily incurred by such person in connection with the defense of any action, suit or proceeding in which such person is made a party by reason of being or having been such director or officer, except in relation to matters as to which such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.
The bylaws of NationsWaste, Inc. provide that each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceedings by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving at the request of the corporation as director or officer or trustee of another entity or other enterprise shall be indemnified and held harmless by the corporation to the fullest extent permitted by law.
The bylaws of Ottawa County Landfill, Inc. provide that the board of directors of the corporation may, to the fullest extent permitted by the General Corporation Law of Delaware, indemnify any and all persons who it shall have the power to indemnify against any and all of the expenses, liabilities or other matters.
The bylaws of Republic Services Financial LP, Inc. provide that each person who is or was a director or officer of the corporation and each person who serves or served at the request of the corporation as a director or officer (or equivalent) of another entity or other enterprise shall be indemnified by the corporation to the fullest extent authorized by the Delaware General Corporation Law, except as to any action, suit or proceeding brought by or on behalf of the director or officer of the corporation without prior approval of the board of directors. Each person who is or was an employee or agent of the corporation, and each person who serves or has served at the request of the corporation as an employee or agent of another entity or other enterprise, may be similarly indemnified at the discretion of the board of directors. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined
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that he is not entitled to be indemnified by the corporation as authorized in the bylaws of the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.
(b) Allied Gas Recovery Systems, L.L.C., Allied Services LLC, Allied Waste Environmental Management Group, LLC, Allied Waste of New Jersey-New York, LLC, Allied Waste Recycling Services of New Hampshire, LLC, Allied Waste Services of North America, LLC, Allied Waste Sycamore Landfill, LLC, Allied Waste Systems of Indiana, LLC, Allied Waste Transfer Services of Arizona, LLC, Allied Waste Transfer Services of Rhode Island, LLC, Anson County Landfill NC, LLC, Ariana, LLC, BFGSI, L.L.C., 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 Mississippi, LLC, BFI Transfer Systems of Virginia, LLC, BFI Waste Services of Tennessee, LLC, 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 Kentucky, LLC, BFI Waste Systems of Louisiana, LLC, BFI Waste Systems of Mississippi, LLC, BFI Waste Systems of Missouri, LLC, BFI Waste Systems of North America, LLC, BFI Waste Systems of North Carolina, LLC, BFI Waste Systems of South Carolina, LLC, BFI Waste Systems of Tennessee, LLC, BFI Waste Systems of Virginia, LLC, Bridgeton Landfill, LLC, Bridgeton Transfer Station, LLC, Browning-Ferris Industries, LLC, Brunswick Waste Management Facility, LLC, Butler County Landfill, LLC, Chilton Landfill, LLC, Consolidated Disposal Service, L.L.C., Continental Waste Industries, L.L.C., Courtney Ridge Landfill, LLC, D & L Disposal, L.L.C., E Leasing Company, LLC, Ellis Scott Landfill MO, LLC, Envotech-Illinois, L.L.C., Evergreen Scavenger Service, L.L.C., Forest View Landfill, LLC, Great Plains Landfill OK, LLC, H Leasing Company, LLC, Jefferson City Landfill, LLC, Kandel Enterprises, LLC, Lee County Landfill SC, LLC, Lemons Landfill, LLC, Liberty Waste Services Limited, L.L.C., Liberty Waste Services of McCook, L.L.C., Little Creek Landing, LLC, Local Sanitation of Rowan County, L.L.C., N Leasing Company, LLC, New York Waste Services, LLC, Northeast Landfill, LLC, Packerton Land Company, L.L.C., Pinecrest Landfill OK, LLC, Polk County Landfill, LLC, Republic Services Group, LLC, Republic Services of California II, LLC, Republic Services of Georgia GP, LLC, Republic Services of Georgia LP, LLC, Republic Services of Indiana Transportation, LLC, Republic Services of New Jersey, LLC, Republic Services of Pennsylvania, LLC, Republic Services of South Carolina, LLC, Republic Services of Southern California, LLC, Republic Services of Wisconsin GP, LLC, Republic Services of Wisconsin LP, LLC, Republic Services Vasco Road, LLC, Republic Waste Services of Southern California, LLC, RITM, LLC, Rubbish Control, LLC, S Leasing Company, LLC, Sand Valley Holdings, L.L.C., Show-Me Landfill, LLC, Southeast Landfill, LLC, Webster Parish Landfill, L.L.C. and Willow Ridge Landfill, LLC are organized as limited liability companies under the laws of Delaware.
Section 18-108 of the Delaware Limited Liability Company Act permits a limited liability company to indemnify any member or manager of the company from and against any and all claims and demands whatsoever.
Section 18-1101 of the Delaware Limited Liability Company Act permits a limited liability company to provide in its limited liability company agreement that a member, manager or other person shall not be liable for breach of contract and breach of duties to the limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by the limited liability company agreement, subject to certain limitations.
The operating agreement of Allied Services, LLC provides that the company shall indemnify, defend and hold harmless any manager or officer of the company or their affiliates or any member, to the extent of the company’s assets, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by such person arising out of any claim based upon acts performed or omitted to be performed by such person in connection with the business of the company, including, without limitation, attorneys’ fees and costs incurred by such person in the settlement or defense of such claim; provided that no such person shall be indemnified for claims based upon acts performed or omitted in breach of the operating agreement of the company or that constitute bad faith, fraud, willful
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misconduct or gross negligence. The manager of the company may, in its discretion, procure, at the expense of the company, errors and omissions insurance coverage for the manager and officers of the company.
The operating agreement of Allied Services, LLC also provides that no manager or officer of the company or their affiliates or any member shall be liable to the company or the other members for actions taken in good faith by such person in connection with the company or its business; provided that such person shall, in all instances, remain liable for acts in breach of the operating agreement of the company or that constitute bad faith, fraud, willful misconduct or gross negligence (except to the extent the company is compensated for the same by insurance coverage maintained by the company).
The operating agreement of each of Allied Waste Sycamore Landfill, LLC, 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 Mississippi, LLC, BFI Transfer Systems of Virginia, LLC, BFI Waste Services of Tennessee, LLC, BFI Waste Systems of Alabama, LLC, BFI Waste Systems of Arkansas, LLC, BFI Waste Systems of Georgia, LLC, BFI Waste Systems of Kentucky, LLC, BFI Waste Systems of Louisiana, LLC, BFI Waste Systems of Mississippi, LLC, BFI Waste Systems of Missouri, LLC, BFI Waste Systems of North Carolina, LLC, BFI Waste Systems of South Carolina, LLC, BFI Waste Systems of Tennessee, LLC, BFI Waste Systems of Virginia, LLC, Chilton Landfill, LLC, Consolidated Disposal Service, L.L.C., Courtney Ridge Landfill, LLC, Forest View Landfill, LLC, Kandel Enterprises, LLC and Willow Ridge Landfill, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The operating agreement of each of Allied Gas Recovery Systems, L.L.C., Allied Waste Environmental Management Group, LLC, Allied Waste of New Jersey-New York, LLC, Allied Waste Recycling Services of New Hampshire, LLC, Allied Waste Services of North America, LLC, Allied Waste Systems of Indiana, LLC, Allied Waste Transfer Services of Arizona, LLC, Allied Waste Transfer Services of Rhode Island, LLC, BFGSI, L.L.C., BFI Waste Services, LLC, BFI Waste Systems of North America, LLC, Bridgeton Landfill, LLC, Bridgeton Transfer Station, LLC, Browning-Ferris Industries, LLC, Brunswick Waste Management Facility, LLC, Butler County Landfill, LLC, D & L Disposal, L.L.C., Envotech-Illinois L.L.C., Evergreen Scavenger Service, L.L.C., Jefferson City Landfill, LLC, Lemons Landfill, LLC, Liberty Waste Services of McCook, L.L.C., Little Creek Landing, LLC, New York Waste Services, LLC, Northeast Landfill, LLC, Packerton Land Company, L.L.C., Polk County Landfill, LLC, Sand Valley Holdings, L.L.C., Show-Me Landfill, LLC, and Southeast Landfill, LLC provides for identical indemnification as described in the preceding paragraph, except that such indemnification is also provided to the directors of the sole member of the company.
The operating agreement of each of Anson County Landfill NC, LLC, Ellis Scott Landfill MO, LLC, Great Plains Landfill OK, LLC, Lee County Landfill SC, LLC and Pinecrest Landfill OK, LLC provides that the company shall defend, indemnify and save harmless any member and the officers and directors of any member from and against all losses, claims, costs, liabilities and damages incurred by them by reason of any act performed or omitted to be performed by them in connection with the business of the company, including attorneys’ fees incurred by them in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The operating agreement of each of E Leasing Company, LLC, H Leasing Company, LLC, N Leasing Company, LLC and S Leasing Company, LLC provides that the company shall indemnify, save harmless and pay all damages of the manager, the special purpose manager and any member or any stockholders, directors, members,
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officers, employees or agents of any of them relating to any damages incurred by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including reasonable attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred; provided that no member or manager shall be indemnified for any liability from fraud, willful misconduct or gross negligence. Such person shall provide an undertaking to repay the indemnification payment made by the company to such person if such person is found by a final nonappealable judgment not to be entitled to indemnification.
The operating agreement of each of E Leasing Company, LLC, H Leasing Company, LLC, N Leasing Company, LLC and S Leasing Company, LLC also provides that the manager shall perform his or her duties under the operating agreement in a manner he or she believes to be in the best interests of the company, and shall be under no fiduciary duty to the members, the special purpose manager, any creditor of the company or any other person. A person who so performs such duties shall not have any liability by reason of being or having been a manager of the company.
There is no provision for indemnification or insurance in the certificate of formation or operating agreement of Ariana, LLC, Continental Waste Industries, L.L.C., Liberty Waste Services Limited, L.L.C., Local Sanitation of Rowan County, L.L.C., Republic Services Group, LLC, Republic Services of California II, LLC, Republic Services of Georgia GP, LLC, Republic Services of Georgia LP, LLC, Republic Services of Indiana Transportation, LLC, Republic Services of New Jersey, LLC, Republic Services of Pennsylvania, LLC, Republic Services of South Carolina, LLC, Republic Services of Southern California, LLC, Republic Services of Wisconsin GP, LLC, Republic Services of Wisconsin LP, LLC, Republic Services Vasco Road, LLC, Republic Waste Services of Southern California, LLC, RITM, LLC, Rubbish Control, LLC or Webster Parish Landfill, L.L.C.
(c) Abilene Landfill TX, LP, BFI Energy Systems of Southeastern Connecticut, Limited Partnership, BFI Transfer Systems of Texas, LP, BFI Waste Services of Indiana, LP, BFI Waste Services of Texas, LP, BFI Waste Systems of Indiana, LP, Blue Ridge Landfill TX, LP, Brenham Total Roll-Offs, LP, Camelot Landfill TX, LP, Cefe Landfill TX, LP, Crow Landfill TX, L.P., Ellis County Landfill TX, LP, Forth Worth Landfill TX, LP, Galveston County Landfill TX, LP, Giles Road Landfill TX, LP, Golden Triangle Landfill TX, LP, Greenwood Landfill TX, LP, Gulf West Landfill TX, LP, Itasca Landfill TX, LP, Kerrville Landfill TX, LP, Lewisville Landfill TX, LP, Mars Road TX, LP, McCarty Road Landfill TX, LP, Mesquite Landfill TX, LP, Mexia Landfill TX, LP, Panama Road Landfill, TX, L.P., Pine Hill Farms Landfill TX, LP, Pleasant Oaks Landfill TX, LP, Republic Services Financial, Limited Partnership, Republic Services of Florida, Limited Partnership, Republic Services of Georgia, Limited Partnership, Republic Services of Indiana, Limited Partnership, Republic Services of Wisconsin, Limited Partnership, Rio Grande Valley Landfill TX, LP, Royal Oaks Landfill TX, LP, RWS Transport, L.P., Southwest Landfill TX, LP, Tessman Road Landfill TX, LP, Turkey Creek Landfill TX, LP, Victoria Landfill TX, LP and Whispering Pines Landfill TX, LP are organized as limited partnerships under the laws of Delaware.
Section 15-110 of the Delaware Revised Uniform Partnership Act permits a partnership to indemnify any partner or other person from and against any and all claims and demands whatsoever.
Section 15-103(f) of the Delaware Revised Uniform Partnership Act permits a partnership to provide in its partnership agreement that the partner or other person shall not be liable for breach of contract and breach of duties to the partnership or to another partner or to another person that is a party to or is otherwise bound by the partnership agreement, subject to certain limitations.
The agreement of limited partnership of each of Abilene Landfill TX, LP, BFI Energy Systems of Southeastern Connecticut, Limited Partnership, BFI Transfer Systems of Texas, LP, BFI Waste Services of Indiana, LP, BFI Waste Services of Texas, LP, BFI Waste Systems of Indiana, LP, Blue Ridge Landfill TX, LP, Brenham Total Roll-
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Offs, LP, Camelot Landfill TX, LP, Cefe Landfill TX, LP, Crow Landfill TX, L.P., Ellis County Landfill TX, LP, Forth Worth Landfill TX, LP, Galveston County Landfill TX, LP, Giles Road Landfill TX, LP, Golden Triangle Landfill TX, LP, Greenwood Landfill TX, LP, Gulf West Landfill TX, LP, Itasca Landfill TX, LP, Kerrville Landfill TX, LP, Lewisville Landfill TX, LP, Mars Road TX, LP, McCarty Road Landfill TX, LP, Mesquite Landfill TX, LP, Mexia Landfill TX, LP, Panama Road Landfill, TX, L.P., Pine Hill Farms Landfill TX, LP, Pleasant Oaks Landfill TX, LP, Rio Grande Valley Landfill TX, LP, Royal Oaks Landfill TX, LP, Southwest Landfill TX, LP, Tessman Road Landfill TX, LP, Turkey Creek Landfill TX, LP, Victoria Landfill TX, LP and Whispering Pines Landfill TX, LP provides that the partnership shall defend, indemnify and save harmless the partners and their officers and directors from and against all losses, claims, costs, liabilities and damages incurred by them by reason of any act performed or omitted to be performed by them in connection with the business of the partnership, including attorneys’ fees incurred by them in connection with the defense of any action based on any such act or omission; provided, however, no person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The agreement of limited partnership of each of Republic Services of Florida, Limited Partnership, Republic Services of Georgia, Limited Partnership, Republic Services of Indiana, Limited Partnership, Republic Services of Wisconsin, Limited Partnership and RWS Transport, L.P. provides that to the fullest extent permitted by law, the partnership shall indemnify and hold harmless the general partner, its affiliates and all directors, officers, shareholders, partners, employees, representatives and agents of the general partner and its affiliates and all officers, employees, representatives and agents of the partnership and its affiliates from and against any and all losses, claims, demands, liabilities, expenses (including all fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which such person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management or the affairs of the partnership, or the general partner or its status as a general partner, an affiliate thereof, or partner, director, officer, stockholder, employee, representative or agent thereof or of the partnership or a person serving at the request of the partnership, the general partner or any affiliate thereof in another entity in a similar capacity, which relates to or arises out of the partnership, its property, its businesses or affairs. Such person shall not be entitled to indemnification with respect to any claim, issue or matter in which it has engaged in conduct that constitutes fraud, willful misconduct, bad faith or gross negligence; provided, however, that a court of competent jurisdiction may determine upon application that, despite such conduct, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such liabilities and expenses as the court may deem proper. Expenses shall be advanced by the partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the partnership of an undertaking by or on behalf of such person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in the company’s agreement of limited partnership. The general partner and the partnership may purchase and maintain insurance on behalf of any person against any liability that may be asserted against or expenses that may be incurred by such person in connection with activities of the partnership, regardless of whether the partnership would have the power to indemnify such person against such liability under the provisions of the agreement of limited partnership of the company.
The agreement of limited partnership of each of Republic Services of Florida, Limited Partnership, Republic Services of Georgia, Limited Partnership, Republic Services of Indiana, Limited Partnership, Republic Services of Wisconsin, Limited Partnership and RWS Transport, L.P. provides that neither the general partner, its affiliates nor any of their respective officers, directors, shareholders, partners, employees, representatives or agents nor any officer, employee, representative or agent of the partnership and its affiliates shall be liable to the partnership or any partner for any act or omission (in relation to the partnership, the partnership agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by such person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the partnership and is
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within the scope of authority granted to such person by the partnership agreement, provided that such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.
There is no provision for indemnification or insurance in the certificate of limited partnership or agreement of limited partnership of BFI Energy Systems of Southeastern Connecticut, Limited Partnership or Republic Services Financial, Limited Partnership.
Florida Registrants:
(a) Delta Dade Recycling Corp., Delta Resources Corp., Delta Site Development Corp., Delta Waste Corp., Envirocycle, Inc., Gulfcoast Waste Service, Inc., Manumit of Florida, Inc., Republic Services Aviation, Inc. and Schofield Corporation of Orlando are incorporated under the laws of Florida.
Section 607.0850 of the Florida Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers, directors, employees or other agents of the corporation under certain circumstances and subject to certain limitations.
Section 607.0831 of the Florida Business Corporation Act provides that a director shall not be personally liable for monetary damages to the corporation or any other person for any statement, vote, decision or failure to act regarding corporate management or policy by such director, subject to certain limitations.
The articles of incorporation of each of Delta Dade Recycling Corp., Envirocycle, Inc. and Gulfcoast Waste Service, Inc. provide that the corporation shall indemnify any officer or director, or any former officer or director, to the fullest extent permitted by law.
The bylaws of each of Delta Dade Recycling Corp., Delta Resources Corp., Delta Site Development Corp., Delta Waste Corp., Envirocycle, Inc., Gulfcoast Waste Service, Inc., Manumit of Florida, Inc., Republic Services Aviation, Inc. and Schofield Corporation of Orlando provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Delta Dade Recycling Corp., Delta Resources Corp., Delta Site Development Corp., Delta Waste Corp., Envirocycle, Inc., Gulfcoast Waste Service, Inc., Manumit of Florida, Inc., Republic Services Aviation, Inc. and Schofield Corporation of Orlando also provide that any indemnification (unless ordered by a
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court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Allied Waste Transfer Services of Florida, LLC is organized as a limited liability company under the laws of Florida.
Section 608.4229 of the Florida Limited Liability Act permits a limited liability company to indemnify a member, manager or other person under certain circumstances and subject to certain limitations.
Section 608.4225 of the Florida Limited Liability Act provides that a manager or managing member shall not be liable for any action taken as a manager or managing member or any failure to take any action if the manager or managing member performed his or her duties in compliance with the duty of loyalty and duty of care to the company and all of the members of the company.
The operating agreement of Allied Waste Transfer Services of Florida, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and the officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Georgia Registrants:
(a) Allied Waste Hauling of Georgia, Inc., Allied Waste Industries of Georgia, Inc., Golden Waste Disposal, Inc., Price & Sons Recycling Company and S & S Recycling, Inc. are incorporated under the laws of Georgia.
Sections 14-2-850 et seq. of the Georgia Business Corporation Code authorize a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, subject to certain limitations. Section 14-2-842 of the Georgia Business Corporation Code provides that an officer shall not be liable to the corporation or to its shareholders for any action taken as an officer or any failure to take any action if such officer performed the duties of the office (i) in a manner he or she believes in good faith to be in the best
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interests of the corporation and (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
The articles of incorporation of Price & Sons Recycling Company provide that no director of the corporation shall have personal liability to the corporation or its shareholders for monetary damages for breach of such director’s duty of care or other duty as a director, except as required by the Georgia Business Corporation Code.
The bylaws of each of Price & Sons Recycling Company and S & S Recycling, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Price & Sons Recycling Company and S & S Recycling, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of each of Allied Waste Hauling of Georgia, Inc., Allied Waste Industries of Georgia, Inc. or Golden Waste Disposal, Inc.
(b) Central Virginia Properties, LLC, Gateway Landfill, LLC and Wayne Developers, LLC are organized as limited liability companies under the laws of Georgia.
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Section 14-11-306 of the Georgia Limited Liability Company Act permits a limited liability company to indemnify a member, manager or other person under certain circumstances and subject to certain limitations.
The operating agreement of Gateway Landfill, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and the officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
There is no provision for indemnification or insurance in the certificate of formation or the operating agreement of Central Virginia Properties, LLC or Wayne Developers, LLC.
Idaho Registrants: Ada County Development Company, Inc., Allied Waste Services of Page, Inc., andAmerican Sanitation, Inc. are incorporated under the laws of Idaho.
Sections 30-1-850 et seq. of the Idaho Business Corporation Act authorize a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 30-1-202(2)(d) of the Idaho Business Corporation Act permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, subject to certain limitations. Section 30-1-842 of the Idaho Business Corporation Act provides that an officer shall not be liable to the corporation or to its shareholders for any decision to take or not to take action or any failure to take action as an officer if the duties of the office are performed (i) in good faith, (ii) with the care that a person in a like position would reasonably exercise under similar circumstances and (iii) in a manner the officer reasonably believes to be in the best interests of the corporation.
The articles of incorporation of American Sanitation, Inc. provide that no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages resulting from a breach of fiduciary duty as a director of the corporation, provided that such provision shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) any of those liabilities provided under 30-1-48 of the Idaho Business Corporation Act relating to unlawful dividends, repurchases or distributions of assets or (iv) any transaction from which the director derived an improper personal benefit.
The bylaws of each of Ada County Development Company, Inc. and American Sanitation, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director,
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officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Ada County Development Company, Inc. and American Sanitation, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Allied Waste Services of Page, Inc.
Illinois Registrants:
(a) ADS of Illinois, Inc., Allied Waste Industries of Illinois, Inc., Arc Disposal Company, Inc., Area Disposal, Inc., Borrow Pit Corp., Brickyard Disposal & Recycling, Inc., CWI of Illinois, Inc., Environmental Reclamation Company, Fred Barbara Trucking Co., Inc., Illinois Landfill, Inc., Illinois Recycling Services, Inc., Illinois Valley Recycling, Inc., Ingrum Waste Disposal, Inc., Kankakee Quarry, Inc., LandComp Corporation, Lee County Landfill, Inc., Loop Recycling, Inc., Loop Transfer, Incorporated, Northlake Transfer, Inc., RCS, Inc., Roxana Landfill, Inc., Saline County Landfill, Inc., Shred – All Recycling Systems Inc., Southern Illinois Regional Landfill, Inc., Streator Area Landfill, Inc., Suburban Transfer, Inc., Suburban Warehouse, Inc., Tri-State Recycling Services, Inc. and Upper Rock Island County Landfill, Inc. are incorporated under the laws of Illinois.
Section 8.75 of the Illinois Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors, officers, employees and agents of the corporation under certain circumstances and subject to certain limitations.
Section 5/2.10(b)(3) of the Illinois Business Corporation Act permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, subject to certain limitations.
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The articles of incorporation of ADS of Illinois, Inc. provide that, to the fullest extent permitted by the Illinois Business Corporation Act, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.
The articles of incorporation of Borrow Pit Corp. provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the Illinois Business Corporation Act relating to unlawful distributions or (iv) any transaction from which the director derived an improper personal benefit.
The bylaws of each of ADS of Illinois, Inc., Arc Disposal Company, Inc., Area Disposal, Inc., Borrow Pit Corp., Brickyard Disposal & Recycling, Inc., CWI of Illinois, Inc., Environmental Reclamation Company, Fred Barbara Trucking Co., Inc., Illinois Recycling Services, Inc., Illinois Valley Recycling, Inc., Ingrum Waste Disposal, Inc., Kankakee Quarry, Inc., LandComp Corporation, Loop Recycling, Inc., Loop Transfer, Incorporated, Northlake Transfer, Inc., Roxana Landfill, Inc., Saline County Landfill, Inc., Shred – All Recycling Systems Inc., Southern Illinois Regional Landfill, Inc., Suburban Transfer, Inc., Suburban Warehouse, Inc., Tri-State Recycling Services, Inc. and Upper Rock Island County Landfill, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Illinois corporation registrants listed in the preceding paragraph also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and
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maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of Illinois Landfill, Inc. provide that, to the extent not inconsistent with applicable law, every person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, agent or fiduciary of another entity, shall be indemnified by the corporation against all liability and reasonable expenses that may be incurred by him or her in connection with or resulting from any Claim: (i) if such person is successful with respect to the claim, (ii) if not successful, then if such person is determined to have: (1) conducted himself or herself in good faith; and (2) reasonably believed: (A) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (B) in all other cases, that his conduct was at least not opposed to the best interest of the corporation; and (3) in the case of any criminal proceeding, either: (A) had reasonable cause to believe his conduct was lawful; or (B) had no reasonable cause to believe his conduct was unlawful. The determination whether such person has met the required standards of conduct shall be made (i) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the claim, and if such a quorum cannot be obtained, then (ii) by majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the claim, and if such a committee cannot be constituted, then (iii) by the shareholders (but shares owned by or voted under the control of a director who is at the time a party to the claim may not be voted), and if there are no shareholders who are entitled to vote pursuant to the requirements of (iii) above, then (iv) by special legal counsel selected by a majority vote of the full board of directors. Expenses incurred by such person with respect to any claim shall be advanced by the corporation (by action of the board of directors, whether or not a disinterested quorum exists) prior to the final disposition thereof if: (i) such person furnishes the corporation a written affirmation of his good faith belief that such person has met the standards of conduct specified in the bylaws of the corporation; and (ii) such person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that such person did not meet the specified standards of conduct; and (iii) the board of directors makes a determination that the facts then known would not preclude indemnification of such person.
The bylaws of each of RCS, Inc. and Streator Area Landfill, Inc. provide that the corporation shall have the power to indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such persons shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that,
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despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Any determination to indemnify such person shall be made: (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, as a director, officer, employee or agent of another entity or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Allied Waste Industries of Illinois, Inc. or Lee County Landfill, Inc.
(b) Liberty Waste Service of Illinois, L.L.C. is organized as a limited liability company under the laws of Illinois.
Section 15-7(a) of the Illinois Limited Liability Company Act authorizes a limited liability company to indemnify a member or manager under certain circumstances and subject to certain limitations.
The operating agreement of Liberty Waste Service of Illinois, L.L.C. provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors and the officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Indiana Registrants:
(a) Allied Waste Industries of Northwest Indiana, Inc., DTC Management, Inc. and Wastehaul, Inc. are incorporated under the laws of Indiana.
Section 23-1-37 of the Indiana Business Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers, directors, agents and employees of the corporation under certain circumstances and subject to certain limitations.
Section 23-1-35-1(e) of the Indiana Business Corporation Law provides that a director shall not be liable for any action taken as a director or any failure to take any action, regardless of the nature of the alleged breach of duty unless (i) the director has breached or failed to perform the duties of the director’s office (1) in good faith, (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (3) in a manner the director reasonably believes to be in the best interests of the corporation and (ii) the breach or failure to perform constitutes willful misconduct or recklessness.
The articles of incorporation of DTC Management, Inc. provide for indemnification to the fullest extent permissible by law.
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The bylaws of Allied Waste Industries of Northwest Indiana, Inc. provide for indemnification for any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, agent or fiduciary of another foreign or domestic entity that may be incurred by him or her in connection with or resulting from any claim as long as such person acted in good faith and reasonably believed that his or her conduct was in the best interest of (in the case of conduct in his or her official capacity with the corporation) or not opposed to (in all other cases) the best interest of the corporation. In the case of any criminal proceeding, such person must have had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. The determination whether such person has met the required standards of conduct shall be made (i) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the claim, and if such a quorum cannot be obtained; then (ii) by majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the claim; and if such a committee cannot be constituted; then (iii) by the shareholders, and if there are no shareholders who are not also directors who are a party to the claim; then (iv) by special legal counsel selected by a majority vote of the full board of directors (in which selection, a director who is a party to the claim may participate). Expenses incurred by such person may be advanced by the corporation prior to the final disposition of the claim under certain circumstances.
The bylaws of DTC Management, Inc. and Wastehaul, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of DTC Management, Inc. and Wastehaul, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any
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person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Agricultural Acquisitions, LLC is organized as a limited liability company under the laws of Indiana.
Section 23-18-2-2(14) of the Indiana Business Flexibility Act permits a limited liability company to indemnify a member, manager, agent or employee of the corporation under certain circumstances and subject to certain limitations.
Section 23-18-4-2(a) of the Indiana Business Flexibility Act provides that, unless otherwise provided in a written operating agreement, a member or manager shall not be liable for damages to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company, unless the act or omission constitutes willful misconduct or recklessness.
The operating agreement of Agricultural Acquisitions, LLC provides that the company shall indemnify any member or manager and may indemnify any employee or other agent of the company who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (other than an action by or in the right of the company) by reason of the fact that such member, manager, employee or other agent of the company operates in that capacity, against all expenses, including attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding. Such indemnification will only be provided if such person acted in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that such person reasonably believed to be in the best interest of the company and, with respect to a criminal action or proceeding, if such person had no reasonable cause to believe that the person’s conduct was unlawful.
(c) Benton County Development Company, Clinton County Landfill Partnership, County Line Landfill Partnership, Illiana Disposal Partnership, Jasper County Development Company Partnership, Key Waste Indiana Partnership, Lake County C & D Development Partnership, Newton County Landfill Partnership, Springfield Environmental General Partnership, Tippecanoe County Waste Services Partnership and Warrick County Development Company are organized as general partnerships under the laws of Indiana.
Section 23-4-1-18(b) of the Indiana Uniform Partnership Act authorizes a general partnership to indemnify partners under certain circumstances and subject to certain limitations.
There is no provision for indemnification or insurance in the partnership agreements of any of the Indiana general partnership registrants.
Iowa Registrants:
(a) Jetter Disposal, Inc. is incorporated under the laws of Iowa.
Division VIII, Part E of the Iowa Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 490.831(1) provides that a director shall not be liable to the corporation or its shareholders for any decision as a director to take or not to take action or any failure to take any action unless the challenged conduct was
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the result of (i) action not in good faith, (ii) a decision that the director did not reasonably believe to be in the best interests of the corporation or (iii) a decision as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances. Section 490.842(3) provides that an officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action or any failure to take any action if the duties of the officer are performed (i) in good faith, (ii) with the care that a person in a like position would reasonably exercise under similar circumstances and (iii) in a manner he or she reasonably believes to be in the best interests of the corporation.
The bylaws of Jetter Disposal, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of Jetter Disposal, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Allied Waste Transfer Services of Iowa, LLC is organized as a limited liability company under the laws of Iowa.
Section 490A.202(17) of the Iowa Limited Liability Company Act permits a limited liability company to indemnify a member, manager or other person, as provided in an operating agreement.
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Section 490A.706(4) of the Iowa Limited Liability Company Act provides that a manager shall not be liable for any action taken as a manager or any failure to take any action if the manager performed the duties of the manager’s office in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner the manager believes to be in the best interests of the limited liability company.
The operating agreement of Allied Waste Transfer Services of Iowa, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and the officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Kansas Registrants: American Disposal Services of Kansas, Inc., Resource Recovery, Inc. and SunsetDisposal, Inc. are incorporated under the laws of Kansas.
Section 17-6305 of the General Corporation Code of Kansas authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
The bylaws of each of the Kansas corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Kansas corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay
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such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
Kentucky Registrants:
(a) Republic Services of Kentucky, LLC is organized as a limited liability company under the laws of Kentucky.
Section 275.180 of the Kentucky Limited Liability Company Act permits a limited liability company to indemnify a member or manager of the company under certain circumstances and subject to certain limitations.
Section 274.170(1) of the Kentucky Limited Liability Company Act provides that, unless otherwise provided in a written operating agreement, a member or manager shall not be liable, responsible or accountable in damages or otherwise to a limited liability company for any action taken or failure to act on behalf of the limited liability company unless the act or omission constitutes wanton or reckless misconduct.
There is no provision for indemnification or insurance in the certificate of formation or operating agreement of Republic Services of Kentucky, LLC.
(b) Benson Valley Landfill General Partnership, Blue Ridge Landfill General Partnership, Green Valley Landfill General Partnership and Morehead Landfill General Partnership are organized as general partnerships under the laws of Kentucky.
Section 362.235 of the Kentucky Uniform Partnership Act authorizes a general partnership to indemnify partners under certain circumstances and subject to certain limitations.
There is no provision for indemnification or insurance in the partnership agreement of any of the Kentucky general partnership registrants.
Louisiana Registrants: Crescent Acres Landfill, LLC, Frontier Waste Services of Louisiana L.L.C., Jefferson Parish Development Company, LLC and St. Bernard Parish Development Company, LLC are organized as limited liability companies under the laws of Louisiana.
Section 12:1315(2) of the Louisiana Limited Liability Company Act permits a limited liability company to indemnify a member or manager of the company under certain circumstances and subject to certain limitations.
Section 12:1314 of the Louisiana Limited Liability Company Act provides that a manager or managing member shall not be liable for any action taken on behalf of the limited liability company or any failure to take any action if he or she performed the duties of his or her office in good faith, with the diligence, care, judgment, and skill which an ordinary prudent person in a like position would exercise under similar circumstances.
The operating agreement of Frontier Waste Services of Louisiana L.L.C. provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided,
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however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The operating agreement of each of Crescent Acres Landfill, LLC, Jefferson Parish Development Company, LLC and St. Bernard Parish Development, LLC provides for identical indemnification as described in the preceding paragraph, except that such indemnification is also provided to the directors of the sole member of the company.
Maryland Registrants:
(a) Browning-Ferris, Inc., Calvert Trash Systems, Incorporated and Honeygo Run Reclamation Center, Inc. are incorporated under the laws of Maryland.
Section 2-418 of the Maryland General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 2-405.1 of the Maryland General Corporation Law and Section 5-417 of the Maryland Courts and Judicial Proceedings Article provide that a director shall have no liability by reason of being or having been a director of a corporation if such director performs his or her duties (i) in good faith, (ii) in a manner he or she reasonably believes to be in the best interests of the corporation and (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances.
The bylaws of each of the Maryland corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Maryland corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a
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threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Prince George’s County Landfill, LLC is organized as a limited liability company under the laws of Maryland.
Section 4A-203 of the Maryland Limited Liability Company Act permits a limited liability company to indemnify a member, agent or employee of the company under certain circumstances and subject to certain limitations.
The operating agreement of Prince George’s County Landfill, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Massachusetts Registrants:
(a) Allied Acquisition Two, Inc., Atlantic Waste Holding Company, Inc., Browning-Ferris Industries, Inc., F. P. McNamara Rubbish Removal, Inc. and Vining Disposal Service, Inc. are incorporated under the laws of Massachusetts.
Sections 8.50 et seq. of the Massachusetts Business Corporation Act authorize a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 8.30 of the Massachusetts Business Corporation Act provides that a director shall not be liable for any action taken as a director, or any failure to take any action, if such director performed the duties of the office (i) in good faith, (ii) with the care that a person in a like position would reasonably believe appropriate under similar circumstances and (iii) in a manner such director reasonably believes to be in the best interests of the corporation. Section 8.42 of the Massachusetts Business Corporation Act provides that an officer shall not be liable to the corporation or its shareholders for any decision to take or not to take any action taken, or any failure to take any action as an officer if the duties of the officer are performed (i) in good faith, (ii) with the care that a person in a like position would reasonable exercise under similar circumstances and (iii) in a manner the officer reasonably believes to be in the best interests of the corporation.
The bylaws of each of Allied Acquisition Two, Inc., Atlantic Waste Holding Company, Inc., Browning-Ferris Industries, Inc. and F. P. McNamara Rubbish Removal, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments,
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fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Allied Acquisition Two, Inc., Atlantic Waste Holding Company, Inc., Browning-Ferris Industries, Inc. and F. P. McNamara Rubbish Removal, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of Vining Disposal Service, Inc. provide that the corporation shall indemnify and hold harmless each person, now or hereafter an officer or director of the corporation, from and against any and all claims and liabilities to which such person may be or become subject by reason of such person being or having been an officer or a director of the corporation or by reason of such person’s alleged acts or omissions as an officer or director of the corporation. The corporation shall indemnify and reimburse each such officer and director against and for any and all legal and other expenses reasonably incurred by such person in connection with any such claims and liabilities, except with respect to any matters to which such officer or director shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation. The corporation shall similarly indemnify and hold harmless persons who serve at the corporation’s request as directors or officers of another organization in which the corporation owns shares or of which it is a creditor.
(b) Allied Waste Services of Massachusetts, LLC, BFI Transfer Systems of Massachusetts, LLC and BFI Waste Systems of Massachusetts, LLC are organized as limited liability companies under the laws of Massachusetts.
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Section 8 of the Massachusetts Limited Liability Company Act permits a limited liability company to indemnify a member, manager or any other person under certain circumstances and subject to certain limitations.
The operating agreement of each of the Massachusetts limited liability company registrants provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Michigan Registrants:
(a) Adrian Landfill, Inc., Central Sanitary Landfill, Inc., Citizens Disposal, Inc., City-Star Services, Inc., Clarkston Disposal, Inc., Dinverno, Inc., Eagle Industries Leasing, Inc., FLL, Inc., G. Van Dyken Disposal Inc., Harland’s Sanitary Landfill, Inc., Oakland Heights Development, Inc., Reliable Disposal, Inc., Royal Holdings, Inc., Sanitary Disposal Service, Inc., Sauk Trail Development, Inc., Standard Disposal Services, Inc., Standard Environmental Services, Inc., Tay-Ban Corporation and Tri-County Refuse Service, Inc. are incorporated under the laws of Michigan.
Sections 450.1651 et seq. of the Michigan Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 450.1209 of the Michigan Business Corporation Act permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director under certain circumstances and subject to certain limitations.
The articles of incorporation of Central Sanitary Landfill, Inc. provide that the corporation shall indemnify any director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, or is or was serving at the request of the corporation in another capacity, to the fullest extent permitted (in the absence of rights granted under the articles of incorporation, bylaws or contractual rights) by the Michigan Business Corporation Act.
The articles of incorporation of Central Sanitary Landfill, Inc. also provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director, except for liability arising from (i) a breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) an act or omission not in good faith or that involves intentional misconduct or knowing violation of law, (iii) a violation of Section 551(1) of the Michigan Business Corporation Act relating to unlawful dividends, distributions or loans or (iv) a transaction from which such director derived an improper personal benefit.
The articles of incorporation of each of Citizens Disposal, Inc. and Clarkston Disposal, Inc. provide that no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for a breach of the director’s fiduciary duty.
The articles of incorporation of Oakland Heights Development, Inc. provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director, except for liability arising from (i) a breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) an act or omission not in good faith or that involves intentional misconduct or knowing violation of law, (iii) a violation of Section 551(1) of the Michigan Business Corporation Act relating to unlawful
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dividends, distributions or loans, (iv) a transaction from which such director derived an improper personal benefit or (v) an act or omission occurring prior to the date that the articles of incorporation of the company became effective.
The bylaws of each of Adrian Landfill, Inc., Central Sanitary Landfill, Inc., Citizens Disposal, Inc., City-Star Services, Inc., Clarkston Disposal, Inc., Dinverno, Inc., Eagle Industries Leasing, Inc., FLL, Inc., Harland’s Sanitary Landfill, Inc., Reliable Disposal, Inc., Sauk Trail Development, Inc., Standard Disposal Services, Inc., Standard Environmental Services, Inc., Tay-Ban Corporation and Tri-County Refuse Service, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Adrian Landfill, Inc., Central Sanitary Landfill, Inc., Citizens Disposal, Inc., City-Star Services, Inc., Clarkston Disposal, Inc., Dinverno, Inc., Eagle Industries Leasing, Inc., FLL, Inc., Harland’s Sanitary Landfill, Inc., Reliable Disposal, Inc., Sauk Trail Development, Inc., Standard Disposal Services, Inc., Standard Environmental Services, Inc., Tay-Ban Corporation and Tri-County Refuse Service, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of each of G. Van Dyken Disposal Inc. and Oakland Heights Development, Inc. provide that the corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
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pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another entity or other enterprise against expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another entity or other enterprise, whether for profit or not for profit, against expenses, including attorney fees and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification shall not be made for a claim, issue or matter in which the person shall have been found liable to the corporation except to the extent authorized by statute.
The bylaws of each of G. Van Dyken Disposal Inc. and Oakland Heights Development, Inc. also provide that (unless compelled by a court) indemnification may be made by the corporation only as authorized in the specified case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth above. This determination shall be made by (i) a majority vote of a quorum of the board of directors consisting of the directors who are not parties or threatened to be made parties to the claim, (ii) if a quorum cannot be obtained, by majority vote of a committee duly designated by the board or (iii) by independent legal counsel in a written opinion, or (iv) by all independent directors who are not parties or threatened to be made parties to the claim or (v) by the shareholders, but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to the claim may not be voted. The corporation may advance expenses incurred by a director, officer, employee or agent before final disposition of a proceeding in certain circumstances. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of Royal Holdings, Inc. provide that any person made a party to any action, suit or proceeding by reason of the fact that such person is or was a director, officer or employee of the corporation, or of any corporation in which such person served as such at the request of the corporation, shall be indemnified by the corporation against the reasonable expenses (including attorney’s fees) actually and necessarily incurred by such person in connection with the defense of such action, suit or proceedings or in connection with any appeal therein; provided that such indemnification shall not be available in relation to matters as to which it was adjudged in such action, suit or proceeding or in connection with any appeal therein, that such person is liable for negligence or misconduct in the performance of such person’s duties.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Sanitary Disposal Service, Inc.
(b) Allied Waste Systems of Michigan, LLC, C & C Expanded Sanitary Landfill, LLC, Republic Services of Michigan Hauling, LLC, Republic Services of Michigan I, LLC, Republic Services of Michigan II, LLC,
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Republic Services of Michigan III, LLC, Republic Services of Michigan IV, LLC and Republic Services of Michigan V, LLC are organized as limited liability companies under the laws of Michigan.
Section 450.4408 of the Michigan Limited Liability Company Act permits a limited liability company to indemnify managers of the company under certain circumstances and subject to certain limitations.
Section 450.4404 of the Michigan Limited Liability Company Act provides that a manager shall not be liable for an action taken as a manager or the failure to take an action if such manager performs the duties of his or her office in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner he or she reasonably believes to be in the best interests of the limited liability company.
The operating agreement of each of Allied Waste Systems of Michigan, LLC and C & C Expanded Sanitary Landfill, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
There is no provision for indemnification or insurance in the certificate of formation or the operating agreement of Republic Services of Michigan Hauling, LLC, Republic Services of Michigan I, LLC, Republic Services of Michigan II, LLC, Republic Services of Michigan III, LLC, Republic Services of Michigan IV, LLC or Republic Services of Michigan V, LLC.
Minnesota Registrant: Woodlake Sanitary Service, Inc. is incorporated under the laws of Minnesota.
Section 302A.521 of the Minnesota Business Corporation Act authorizes indemnification of officers, directors, members of committees of the board of directors and employees of the corporation under certain circumstances and subject to certain limitations.
Section 302A.251(1) of the Minnesota Business Corporation Act provides that a director shall not be liable by reason of being or having been a director of the corporation if the director performs his or her duties (i) in good faith, (ii) in a manner the director reasonably believes to be in the best interests of the corporation and (iii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
The bylaws of Woodlake Sanitary Service, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that
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no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of Woodlake Sanitary Service, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
Mississippi Registrants:
(a) Mississippi Waste Paper Company is incorporated under the laws of Mississippi.
Subarticle E of Article 8 of the Mississippi Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 79-4-8.31 of the Mississippi Business Corporation Act provides that a director shall not be liable to the corporation or its shareholders for any decision to take or not to take action or any failure to take any action as a director unless the challenged conduct consisted or was the result of (i) action not in good faith, (ii) a decision (1) which the director did not reasonably believe to be in the best interests of the corporation or (2) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances, (iii) a lack of objectivity or independence, (iv) a sustained failure of the director to be informed about the business and affairs of the corporation or (v) receipt of a financial benefit to which the director was not entitled. Section 79-4-8.42 of the Mississippi Business Corporation Act provides that an officer shall not be liable to the corporation or its shareholder for any decision to take or not to take action, or any failure to take any action as an officer so long as the duties of the office are performed (i) in good faith, (ii) with the care that a person in a like position would reasonably exercise under similar circumstances and (iii) in a manner the officer reasonably believes to be in the best interests of the corporation.
The bylaws of Mississippi Waste Paper Company provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action,
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suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of Mississippi Waste Paper Company also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Hancock County Development Company, LLC, Harrison County Landfill, LLC and Jackson County Landfill, LLC are organized as limited liability companies under the laws of Mississippi.
Section 79-29-110 of the Mississippi Limited Liability Company Act authorizes a court to award, or a limited liability company to grant, indemnity to a member, manager or agent of the company under certain circumstances and subject to certain limitations.
Section 79-29-402 of the Mississippi Limited Liability Company Act provides that a manager of a limited liability company shall not be liable for any action taken as a manger or any failure to take any action if the manager performed the duties of the office (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner he or she reasonably believes to be in the best interest of the limited liability company.
The operating agreement of each of the Mississippi limited liability company registrants provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act
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or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Missouri Registrants:
(a) Autoshred, Inc., Belleville Landfill, Inc., CWI of Missouri, Inc., Rock Road Industries, Inc., Tate’s Transfer Systems, Inc. and Thomas Disposal Service, Inc. are incorporated under the laws of Missouri.
Section 351.355 of the General and Business Corporation Law of Missouri authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
The bylaws of each of Autoshred, Inc., CWI of Missouri, Inc., Rock Road Industries, Inc. and Tate’s Transfer Systems, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Autoshred, Inc., CWI of Missouri, Inc., Rock Road Industries, Inc. and Tate’s Transfer Systems, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
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The bylaws of Thomas Disposal Service, Inc. provide that each director or officer or former director or former officer of the corporation shall be indemnified by the corporation against liabilities, expenses, counsel fees and costs reasonably incurred by such person in connection with, or arising out of, any action, suit, proceeding or claim in which such person is made a party by reason of being or having been such director or officer of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Belleville Landfill, Inc.
(b) Missouri City Landfill, LLC and St. Joseph Landfill, LLC are organized as limited liability companies under the laws of Missouri.
The Missouri Limited Liability Company Act is silent as to indemnification.
Section 347.088(1) of the Missouri Limited Liability Company Act provides that, except as otherwise provided in the operating agreement, a manager or member-manager shall not be liable for any action taken or any failure to take action if he or she performs his duties in good faith, with the care a corporate officer of like position would exercise under similar circumstances and in the manner a reasonable person would believe to be in the best interest of the limited liability company.
The operating agreement of each of the Missouri limited liability company registrants provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Montana Registrant: Allied Waste Systems of Montana, LLC is organized as a limited liability company under the laws of Montana.
Section 35-8-107(12) of the Montana Limited Liability Company Act permits a Montana limited liability company to indemnify a member, agent or employee of the company under certain circumstances and subject to certain limitations.
The operating agreement of Allied Waste Systems of Montana, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Nebraska Registrant: Oscar’s Collection System of Fremont, Inc. is incorporated under the laws of Nebraska.
Sections 21-20, 102 et seq. of the Nebraska Business Corporation Act authorize a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Sections 21-2095(4) and 21-2099(4) of the Nebraska Business Corporation Act provide that a director or officer of a corporation shall not be liable for any action taken as a director or officer or any failure to take any action if he or she performed the duties of his or her office (i) in good faith, (ii) with the care an ordinarily prudent person in a
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like position would exercise under similar circumstances and (iii) in a manner he or she reasonably believes to be in the best interests of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Oscar’s Collection System of Fremont, Inc.
Nevada Registrants: Browning-Ferris Industries Chemical Services, Inc., Republic Dumpco, Inc., Republic Environmental Technologies, Inc. and Republic Silver State Disposal, Inc. are incorporated under the laws of Nevada.
Section 78.7502 of the General Corporation Law of Nevada authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 78.138(7) of the General Corporation Law of Nevada provides that, unless the articles of incorporation or an amendment thereto filed after October 1, 2003 provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in such person’s capacity as a director or officer unless it is proven that (i) such person’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) such person’s breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
The bylaws of each of the Nevada corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Nevada corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition
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of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
New Jersey Registrants:
(a) Allied Waste of New Jersey, Inc., American Materials Recycling Corp., Automated Modular Systems, Inc., BFI Energy Systems of Essex County, Inc., BFI Transfer Systems of New Jersey, Inc., BFI Waste Systems of New Jersey, Inc., Browning-Ferris Industries of New Jersey, Inc., Louis Pinto & Son, Inc., Sanitation Contractors, Newco Waste Systems of New Jersey, Inc., Tom Luciano’s Disposal Service, Inc. and Total Solid Waste Recyclers, Inc. are incorporated under the laws of New Jersey.
Section 14A:3-5 of the Business Corporation Act of New Jersey authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 14A:2-7(3) of the New Jersey Business Corporation Act permits a corporation to provide in its articles of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its shareholders for damages for any breach of duty owed to the corporation or its shareholders, subject to certain limitations.
The articles of incorporation of American Materials Recycling Corp. provide for indemnification of all corporate agents to the fullest extent permitted by the Business Corporation Act of New Jersey.
The articles of incorporation of American Material Recycling Corp. also provide that the personal liability of the directors of the corporation are eliminated to the fullest extent permitted by the Business Corporation Act of New Jersey.
The bylaws of each of American Materials Recycling Corp., Automated Modular Systems, Inc., BFI Energy Systems of Essex County, Inc., BFI Transfer Systems of New Jersey, Inc., BFI Waste Systems of New Jersey, Inc., Browning-Ferris Industries of New Jersey, Inc., Louis Pinto & Son, Inc., Sanitation Contractors, Newco Waste Systems of New Jersey, Inc., Tom Luciano’s Disposal Service, Inc. and Total Solid Waste Recyclers, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense
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or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of American Materials Recycling Corp., Automated Modular Systems, Inc., BFI Energy Systems of Essex County, Inc., BFI Transfer Systems of New Jersey, Inc., BFI Waste Systems of New Jersey, Inc., Browning-Ferris Industries of New Jersey, Inc., Louis Pinto & Son, Inc., Sanitation Contractors, Newco Waste Systems of New Jersey, Inc., Tom Luciano’s Disposal Service, Inc. and Total Solid Waste Recyclers, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Allied Waste of New Jersey, Inc.
(b) Allied Transfer Systems of New Jersey, LLC and Allied Waste Systems of New Jersey, LLC are organized as limited liability companies under the laws of New Jersey.
Section 42:2B-10 of the New Jersey Limited Liability Company Act permits a limited liability company to indemnify a member, manager or other person from and against any and all claims and demands whatsoever.
The operating agreement of each of the New Jersey limited liability company registrants provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
New Mexico Registrant: Allied Waste Industries (New Mexico), Inc. is incorporated under the laws of New Mexico.
Section 53-11-4.1 of the New Mexico Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
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The bylaws of Allied Waste Industries (New Mexico), Inc. provide for indemnification for any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, agent or fiduciary of another foreign or domestic entity that may be incurred by him or her in connection with or resulting from any claim as long as such person acted in good faith and reasonably believed that his or her conduct was in the best interest of (in the case of conduct in his or her official capacity with the corporation) or not opposed to (in all other cases) the best interest of the corporation. In the case of any criminal proceeding, such person must have had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. The determination whether such person has met the required standards of conduct shall be made (i) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the claim, and if such a quorum cannot be obtained; then (ii) by majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the claim; and if such a committee cannot be constituted; then (iii) by the shareholders, and if there are no shareholders who are not also directors who are a party to the claim; then (iv) by special legal counsel selected by a majority vote of the full board of directors (in which selection, a director who is a party to the claim may participate). Expenses incurred by such person may be advanced by the corporation prior to the final disposition of the claim under certain circumstances.
New York Registrants:
(a) Allied Waste of Long Island, Inc., American Transfer Company, Inc., Browning-Ferris Industries of New York, Inc., CECOS International, Inc., Island Waste Services Ltd., Tricil (N.Y.), Inc. and Waste Services of New York, Inc. are incorporated under the laws of New York.
Article 7 of the New York Business Corporations Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer or director of the corporation under certain circumstances and subject to certain limitations.
Section 402(b) of the New York Business Corporations Law permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for damages for any breach of duty in his or her capacity as director, subject to certain limitations.
The articles of incorporation of each of Allied Waste of Long Island, Inc. and Waste Services of New York, Inc. provide that no director shall be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity, except that this provision shall not eliminate or limit the liability of any director if a judgment or other final adjudication adverse to such director establishes that such director’s act or omissions (i) were in bad faith, (ii) involved intentional misconduct or a knowing violation of law, (iii) were such that such director personally gained a financial profit or other advantage to which such director was not legally entitled or (iv) that such director’s acts violated Section 719 of the New York Business Corporations Law relating to an unlawful dividend, repurchase or distribution of assets, nor shall this provision eliminate or limit the liability of any director for any act or omission prior to the adoption of this provision.
The bylaws of each of Allied Waste of Long Island, Inc., American Transfer Company, Inc., Browning-Ferris Industries of New York, Inc. and CECOS International, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
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reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws Allied Waste of Long Island, Inc., American Transfer Company, Inc., Browning-Ferris Industries of New York, Inc. and CECOS International, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of Tricil (N.Y.), Inc. provide that the corporation shall indemnify any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation, or of any other corporation which such person served as such at the request of the corporation, against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him or her in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, to the fullest extent and in the manner set forth in and permitted by the New York Business Corporations Law. The board of directors, in its discretion, shall have the power to purchase and maintain insurance in accordance with the New York Business Corporations Law.
There is no provision for indemnification or insurance in the bylaws of Island Waste Services Ltd. or Waste Services of New York, Inc.
(b) Allied Waste Niagara Falls Landfill, LLC, Allied Waste Transfer Services of New York, LLC, Menands Environmental Solutions, LLC and Wayne County Land Development, LLC are organized as limited liability companies under the laws of New York.
Section 420 of the New York Limited Liability Company Law authorizes a limited liability company to indemnify any member, manager or other person under certain circumstances and subject to certain limitations.
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Section 409(c) of the New York Limited Liability Company Law provides that a manager shall have no liability by reason of being or having been a manager of a limited liability company if the manager performs his or her duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances.
The operating agreement of each of the New York limited liability company registrants provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
North Carolina Registrants:
(a) Lake Norman Landfill, Inc. and Republic Services Real Estate Holding, Inc. are incorporated under the laws of North Carolina.
Part 5 of Article 8 of the North Carolina Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 55-2-02(b)(3) of the North Carolina Business Corporation Act permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable in an action by or in the right of the corporation for monetary damages for any breach of duty as a director under certain circumstances and subject to certain limitations. Sections 55-8-30(d) and 55-8-42(d) provide that a director or officer of a corporation shall not be liable for any action taken as a director or officer or any failure to take any action if he performed the duties of his or her office (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner he or she reasonably believes to be in the best interests of the corporation.
The articles of incorporation of Lake Norman Landfill, Inc. provide that, to the fullest extent permitted by the North Carolina Business Corporation Act, no person who is serving or has served as a director of the corporation shall be liable to the corporation nor to any of its shareholders for monetary damages for breach of duty as a director.
The bylaws of each of the North Carolina corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and
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in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the North Carolina corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Allied Waste Systems of North Carolina, LLC, Allied Waste Transfer Services of North Carolina, LLC and Republic Services of North Carolina, LLC are organized as limited liability companies under the laws of North Carolina.
Sections 53C-3-31 and 53C-3-32 of the North Carolina Limited Liability Company Act authorize a limited liability company to indemnify a member, manager, director or executive of the company under certain circumstances and subject to certain limitations.
Section 57C-3-22(d) of the North Carolina Limited Liability Company Act provides that a manager shall not be liable for any action taken as a manager or any failure to take any action if the manager performs the duties of his or her office (i) in good faith, (ii) with the care an ordinary prudent person in a like position would exercise under similar circumstances and (iii) in the manner the manager reasonably believes to be in the best interests of the limited liability company.
The operating agreement of each of Allied Waste Systems of North Carolina, LLC and Allied Waste Transfer Services of North Carolina, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
There is no provision for indemnification or insurance in the certificate of formation or the operating agreement of Republic Services of North Carolina, LLC.
Ohio Registrants:
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(a) Celina Landfill, Inc., Cherokee Run Landfill, Inc., Dempsey Waste Systems II, Inc., Noble Road Landfill, Inc., Ohio Republic Contracts, Inc., Port Clinton Landfill, Inc., Preble County Landfill, Inc., R.C. Miller Enterprises, Inc., R.C. Miller Refuse Service Inc., Ross Bros. Waste & Recycling Co., The Ecology Group, Inc. and Williams County Landfill Inc. are incorporated under the laws of Ohio.
Section 1701.13(E) of the Ohio General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 1701.59(D) of the Ohio General Corporation Law provides that, unless otherwise provided in the articles of incorporation or bylaws, a director shall be liable in damages for any action that the director takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation.
The articles of incorporation of R.C. Miller Enterprises, Inc. provide that the corporation shall indemnify and hold harmless each person who shall serve at any time as a director or officer of the corporation from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having been a director or officer of the corporation, or by reason of any action alleged to have been taken or omitted by him or her as such director or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by such person in connection with any such claim or liability; provided, however, that no such person shall be indemnified against or be reimbursed for any expense incurred arising out of such person’s own negligence or willful misconduct.
The bylaws of Celina Landfill, Inc. provide that each director, officer and non-officer employee of the corporation shall be indemnified by the corporation against the costs and expenses reasonably incurred by such person in connection with the defense of any action, suit or proceeding to which such person is made a party by reason of being or having been a director, officer or non-officer employee of the corporation, except with respect to matters as to which such person shall be adjudged in such action to be liable for dereliction or negligence in the performance of such person’s duties as director, officer or non-officer employee.
The bylaws of Cherokee Run Landfill, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action threatened or instituted directly by the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit which is threatened or instituted by the corporation directly (rather than a derivative action in the right of the corporation) to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with such action or suit of such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless
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and only to the extent that the Court of Common Pleas of Madison County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.
The bylaws of Cherokee Run Landfill, Inc. also provide that, to the extent that a director, trustee, officer, employee or agent has been successful on the merits or otherwise in defense of any such action, suit or proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another entity or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the bylaws of the corporation.
The bylaws of each of Dempsey Waste Systems II, Inc., Noble Road Landfill, Inc., Ohio Republic Contracts, Inc., Port Clinton Landfill, Inc., Preble County Landfill, Inc., R.C. Miller Enterprises, Inc., R.C. Miller Refuse Service Inc., Ross Bros. Waste & Recycling Co., The Ecology Group, Inc. and Williams County Landfill Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Dempsey Waste Systems II, Inc., Noble Road Landfill, Inc., Ohio Republic Contracts, Inc., Port Clinton Landfill, Inc., Preble County Landfill, Inc., R.C. Miller Enterprises, Inc., R.C. Miller Refuse Service Inc., Ross Bros. Waste & Recycling Co., The Ecology Group, Inc. and Williams County Landfill Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
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by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Allied Waste Transfer Services of Lima, LLC, AWIN Leasing II, LLC, Carbon Limestone Landfill, LLC, County Environmental Landfill, LLC, County Land Development Landfill, LLC, General Refuse Service of Ohio, L.L.C., Lorain County Landfill, LLC, Lucas County Landfill, LLC, Republic Ohio Contracts, 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 and Republic Services of Ohio IV, LLC are organized as limited liability companies under the laws of Ohio.
Section 1705.32 of the Ohio Revised Code authorizes a court to award, or a limited liability company to grant, indemnity to a manager, officer, employee or agent of the company under certain circumstances and subject to certain limitations.
Section 1705.29(D) of the Ohio Revised Code provides that, unless otherwise provided in the articles of incorporation or operating agreement, a manager of a limited liability company shall be liable for damages for any action that such manager takes or fails to take as a manager only if it is proved by clear and convincing evidence in a court with jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the company or undertaken with reckless disregard for the best interests of the company.
The operating agreement of each of AWIN Leasing II, LLC and General Refuse Service of Ohio, L.L.C. provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The operating agreement of each of Allied Waste Transfer Services of Lima, LLC, Carbon Limestone Landfill, LLC, County Environmental Landfill, LLC, County Land Development Landfill, LLC, Lorain County Landfill, LLC and Lucas County Landfill, LLC provides for identical indemnification as described in the preceding paragraph, except that such indemnification is also provided to the directors of the sole member of the company.
There is no provision for indemnification or insurance in the certificate of formation or the operating agreement of Republic Ohio Contracts, 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 or Republic Services of Ohio IV, LLC.
Oklahoma Registrants:
(a) ADS, Inc., Allied Waste Services of Stillwater, Inc., American Disposal Services of Missouri, Inc. and Pittsburg County Landfill, Inc. are incorporated under the laws of Oklahoma.
Section 1031 of the Oklahoma General Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
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Section 1006(B)(7) of the Oklahoma General Corporation Act permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any breach of a fiduciary duty as a director, subject to certain limitations.
The certificate of incorporation of each of ADS, Inc., American Disposal Services of Missouri, Inc. and Pittsburg County Landfill, Inc. provides that, to the fullest extent permitted by the Oklahoma General Corporation Act, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.
The bylaws of each of the Oklahoma corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Oklahoma corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) BFI Waste Systems of Oklahoma, LLC and Oklahoma City Landfill, L.L.C. are organized as limited liability companies under the laws of Oklahoma.
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Section 2003 and 2017 of the Oklahoma Limited Liability Act permit a limited liability company to indemnify a member, manager, agent or employee of the company under certain circumstances and subject to certain limitations.
Section 2016(4) of the Oklahoma Limited Liability Company Act provides that a manager shall not be liable for any action taken as a manager or any failure to take any action if the manager performed the duties of the office in compliance with the business judgment rule as applied in Oklahoma to directors and officers of a corporation.
The operating agreement of BFI Waste Systems of Oklahoma, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The operating agreement of Oklahoma City Landfill, L.L.C. provides for identical indemnification as described in the preceding paragraph, except that such indemnification is also provided to the directors of the sole member of the company.
Oregon Registrants:
(a) Agri-Tech, Inc. of Oregon, Albany – Lebanon Sanitation, Inc., Bio-Med of Oregon, Inc., Capitol Recycling and Disposal, Inc., Corvallis Disposal Co., Dallas Disposal Co., Grants Pass Sanitation, Inc., Keller Drop Box, Inc., McInnis Waste Systems, Inc., Peltier Real Estate Company, Portable Storage Co., Rossman Sanitary Service, Inc., Source Recycling, Inc., United Disposal Service, Inc., Valley Landfills, Inc., Waste Control Systems, Inc., WDTR, Inc. and Willamette Resources, Inc. are incorporated under the laws of Oregon.
Sections 60.387 et seq. of the Oregon Business Corporation Act authorize a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 60.047(2)(d) of the Oregon Business Corporation Act permits a corporation to provide in its articles of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, subject to certain limitations. Sections 60.357 and 60.377 of the Oregon Business Corporation Act provide that a director or officer of a corporation shall not be liable for any action taken as a director or officer or any failure to take any action if he or she performed the duties of the office in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner he or she reasonably believes to be in the best interests of the corporation.
The articles of incorporation of each of Agri-Tech, Inc. of Oregon, Albany – Lebanon Sanitation, Inc., Bio-Med of Oregon, Inc., Capitol Recycling and Disposal, Inc., Corvallis Disposal Co., Dallas Disposal Co., Grants Pass Sanitation, Inc., Keller Drop Box, Inc., Peltier Real Estate Company, Portable Storage Co., Source Recycling, Inc., United Disposal Service, Inc., Valley Landfills, Inc., Waste Control Systems, Inc., WDTR, Inc. and Willamette Resources, Inc. provide that the corporation shall indemnify, to the fullest extent permitted by law, any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation or any of its subsidiaries. The corporation shall advance all reasonable expenses incurred by such person in advance of the proceeding to the fullest extent required or authorized under the law.
The articles of incorporation of each of Agri-Tech, Inc. of Oregon, Albany – Lebanon Sanitation, Inc., Bio-Med of Oregon, Inc., Capitol Recycling and Disposal, Inc., Corvallis Disposal Co., Dallas Disposal Co., Grants Pass Sanitation, Inc., Keller Drop Box, Inc., Peltier Real Estate Company, Portable Storage Co., Source Recycling, Inc.,
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United Disposal Service, Inc., Valley Landfills, Inc., Waste Control Systems, Inc., WDTR, Inc. and Willamette Resources, Inc. provide that, to the fullest extent permitted by law, no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, except that this provision shall not eliminate or limit the liability of a director for (i) any act or omission occurring before the date this provision became effective, (ii) any breach of a director’s duty of loyalty to the corporation or its shareholders, (iii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iv) any distribution to shareholders that is unlawful under the Oregon Business Corporation Act or successor statute or (v) any transaction from which the director derived an improper personal benefit.
The bylaws of each of the Oregon corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Oregon corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Allied Waste Transfer Services of Oregon, LLC is organized as a limited liability company under the laws of Oregon.
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Section 63.160 of the Oregon Limited Liability Company Act permits a limited liability company to indemnify a member, manager, employee or agent of the company under certain circumstances and subject to certain limitations.
The operating agreement of Allied Waste Transfer Services of Oregon, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Pennsylvania Registrants:
(a) Allied Acquisition Pennsylvania, Inc., McCusker Recycling, Inc. and New Morgan Landfill Company, Inc. are incorporated under the laws of Pennsylvania.
Subchapter D of Subpart B of Part II of the Pennsylvania Business Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 1712(c) of the Pennsylvania Business Corporation Law provides that, except as otherwise provided in the bylaws, an officer of a corporation shall not be liable by reason of having been an officer of the corporation if such officer performs his or her duties as an officer in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.
The bylaws of each of McCusker Recycling, Inc. and New Morgan Landfill Company, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of McCusker Recycling, Inc. and New Morgan Landfill Company, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific
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case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Allied Acquisition Pennsylvania, Inc.
(b) Allied Waste Systems of Pennsylvania, LLC, BFI Transfer Systems of Pennsylvania, LLC, BFI Waste Services of Pennsylvania, LLC, Greenridge Reclamation, LLC and Greenridge Waste Services, LLC are organized as limited liability companies under the laws of Pennsylvania.
Section 8945 of the Pennsylvania Limited Liability Company Law permits a limited liability company to indemnify a member, manager or other person under certain circumstances and subject to certain limitations.
The operating agreement of each of the Pennsylvania limited liability company registrants provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
South Carolina Registrants:
(a) NationsWaste Catawba Regional Landfill, Inc. is incorporated under the laws of South Carolina.
Article 5 of Chapter 8 of the South Carolina Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Sections 33-8-300(d) and 33-8-420(d) of the South Carolina Business Corporation Act provide that a director or officer shall not be liable for any action taken as a director or officer or any failure to take any action if such director or officer performed the duties of his or her office (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner he or she reasonably believes to be in the best interests of the corporation and its shareholders.
The articles of incorporation of NationsWaste Catawba Regional Landfill, Inc. provide that the corporation shall, to the fullest extent permitted by the South Carolina Business Corporation Act, indemnify any and all persons whom it shall have the power to indemnify under the law from and against any and all of the expenses, liabilities or other matters referred to in or covered by the law.
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The bylaws of NationsWaste Catawba Regional Landfill, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of NationsWaste Catawba Regional Landfill, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Flint Hill Road, LLC is organized as a limited liability company under the laws of South Carolina.
Section 34-44-403 of the South Carolina Uniform Limited Liability Company Act authorizes a limited liability company to indemnify a member or manager of the company under certain circumstances and subject to certain limitations.
The operating agreement of Flint Hill Road, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
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Tennessee Registrants:
(a) Allied Waste Industries of Tennessee, Inc., Barker Brothers Waste, Incorporated, Browning-Ferris Industries of Tennessee, Inc. and Northwest Tennessee Disposal Corporation are incorporated under the laws of Tennessee.
Part 5 of Chapter 18 of the Tennessee Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Sections 48-18-301(d) and 48-18-403(d) of the Tennessee Business Corporation Act provide that a director or officer shall not be liable for any action taken as a director or officer or any failure to take any action if the director or officer performed the duties of his or her office (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner the director reasonably believes to be in the best interests of the corporation.
The bylaws of each of Barker Brothers Waste, Incorporated, Browning-Ferris Industries of Tennessee, Inc. and Northwest Tennessee Disposal Corporation provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of Barker Brothers Waste, Incorporated, Browning-Ferris Industries of Tennessee, Inc. and Northwest Tennessee Disposal Corporation also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or
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was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
There is no provision for indemnification or insurance in the articles of incorporation or bylaws of Allied Waste Industries of Tennessee, Inc.
(b) Madison County Development, LLC is organized as a limited liability company under the laws of Tennessee.
Section 48-243-101 of the Tennessee Limited Liability Company Act authorizes a court to award, or a limited liability company to grant, indemnity to a governor, member, manager, partner, trustee, employee, independent contractor or agent of the company under certain circumstances and subject to certain limitations.
Sections 48-240-102(e) and 48-241-111(d) of the Tennessee Limited Liability Company Act provide that a member or manager shall not be liable for any action taken as a member or manager or any failure to take any action if the member or manager performed the duties of the position (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner the member or manager reasonably believes to be in the best interest of the LLC.
The operating agreement of Madison County Development, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Texas Registrants:
(a) Action Disposal, Inc. is incorporated under the laws of Texas.
Section 2.02-1 of the Texas Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
The bylaws of Action Disposal, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and
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in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of Action Disposal, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Total Roll-Offs, L.L.C. is organized as a limited liability company under the laws of Texas.
Section 2.20 of the Texas Limited Liability Company Act permits a limited liability company to indemnify a member, manager, officer or other person under certain circumstances and subject to certain limitations.
The operating agreement of Total Roll-Offs, L.L.C. provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
(c) Desarrollo del Rancho La Gloria TX, LP, El Centro Landfill, L.P., Frontier Waste Services, L.P., Republic Waste Services of Texas, Ltd. and South Central Texas Land Co. TX, LP are organized as limited partnerships under the laws of Texas.
Chapter 8 of the Texas Revised Limited Partnership Act authorizes a court to award, or a limited partnership to grant, indemnity to a person serving as part of the governing authority of a limited partnership, officer, employee or agent of the corporation under certain circumstances and subject to certain limitations.
The Texas Revised Limited Partnership Act is silent as to exculpation of partners.
The agreement of limited partnership of each of Desarrollo del Rancho La Gloria TX, LP, Frontier Waste Services, L.P. and South Central Texas Land Co. TX, LP provides that the partnership shall defend, indemnify and save harmless the partners and their officers and directors from and against all losses, claims, costs, liabilities and damages incurred by them by reason of any act performed or omitted to be performed by them in connection with the business of the partnership, including attorneys’ fees incurred by them in connection with the defense of any
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action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
The agreement of limited partnership of El Centro Landfill, L.P. provides that the partnership shall indemnify the general partner and its officers, directors, shareholders, controlling persons, employees, agents, affiliates, or assigns thereof, against and save them harmless from any claim, demand, judgment, or liability, and against and from any loss, cost or expense (including, but not limited to, attorneys’ fees and court costs, which may be paid by the partnership as incurred), which may be made or imposed upon such persons by reason of any (i) act performed for or on behalf of the partnership or in furtherance of the partnership business, (ii) inaction on the part of such persons, so long as the party to be indemnified has determined, in good faith, that such course of conduct was in the best interests of the partnership and said conduct did not constitute gross negligence or willful misconduct. The expenses (including legal fees and expenses) of such indemnified persons incurred in defending any proceeding shall be paid by the partnership in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the partnership as authorized hereunder. The partnership may purchase and maintain insurance on behalf of the general partner and the persons covered by the preceding sentence whether or not the partnership would have the power or obligation to provide indemnification against liability under the provisions of the agreement of limited partnership.
The agreement of limited partnership of El Centro Landfill, L.P. provides that neither the general partner, nor its officers, directors, shareholders, controlling persons, employees, agents, affiliates or assigns thereof, shall be liable, responsible or accountable in damages or otherwise to the partnership or any partner for any action taken or failure to act on behalf of the partnership within the scope of the authority conferred on the general partner by the partnership agreement or by law, so long as such party acted in good faith and on the belief that such course of conduct was in the best interest of the partnership and such conduct did not constitute gross negligence or gross misconduct.
There is no provision for indemnification or insurance in the certificate of limited partnership or the limited partnership agreement of Republic Waste Services of Texas, Ltd.
Utah Registrants:
(a) Allied Waste Transfer Services of Utah, Inc. and Wasatch Regional Landfill, Inc. are incorporated under the laws of Utah.
Part 9 of the Utah Business Organizations Code authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee, fiduciary or agent of the corporation under certain circumstances and subject to certain limitations.
Section 16-10a-840(4) of the Utah Business Organizations Code provides that a director or officer shall not be liable to the corporation, its shareholders or any conservator or receiver or any assignee or successor-in-interest thereof for any action taken or any failure to take any action as an officer or director unless (i) the director or officer has failed to perform the duties of his or her office (1) in good faith, (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (3) in a manner the director or officer reasonably believes to be in the best interests of the corporation and (ii) the breach or failure to perform constitutes gross negligence, willful misconduct or intentional infliction of harm on the corporation or the shareholders.
The bylaws of each of the Utah corporation registrants provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer,
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employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of each of the Utah corporation registrants also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) ECDC Environmental, L.C. and Frontier Waste Services (Utah), LLC are organized as limited liability companies under the laws of Utah.
Part 18 of the Utah Revised Limited Liability Company Act authorizes a court to award, or a limited liability company to grant, indemnity to a member, manager, employee, fiduciary or agent of the company under certain circumstances and subject to certain limitations.
Section 48-2c-807(a) of the Utah Revised Limited Liability Company Act provides that a member or manager shall not be liable or accountable in damages or otherwise to the company or the members for any action taken or failure to act on behalf of the company unless the act or omission constitutes (i) gross negligence, (ii) willful misconduct or (iii) a breach of a higher standard of conduct that would result in greater exposure to liability for the member or manager that is established in the company’s articles of organization or operating agreement.
The articles of organization of Frontier Waste Services (Utah), LLC provide that the company shall indemnify to the fullest extent permitted by the Utah Limited Liability Company Act any person or entity who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
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criminal, administrative or investigative by reason of the fact that such person is or was a member, manager or officer of the company.
The operating agreement of each of ECDC Environmental, L.C. and Frontier Waste Services (Utah), LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers, and any officers of the company from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
Virginia Registrants:
(a) 623 Landfill, Inc. is incorporated under the laws of Virginia.
Article 10 of the Virginia Stock Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 13.1-690(C) of the Virginia Stock Corporation Act provides that a director shall not be liable for any action taken as a director or any failure to take any action if such director performed the duties of the office in accordance with his or her good faith business judgment of the best interests of the corporation.
The articles of incorporation of 623 Landfill, Inc. provide that every person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind or was or is the subject of any claim by reason of his being or having been a director or officer of the corporation or by reason of his serving or having served at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise shall be indemnified by the corporation against expenses (including attorneys’ fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually and reasonably incurred by such person in connection with, or resulting from, such action, suit, proceeding or claim. Such indemnification is only allowed if such person acted in good faith and in the manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated to be liable to the corporation for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity. Any indemnification under the preceding paragraph (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he or she had met the applicable standard of conduct set forth in said paragraph. Such determination may be made either (i) by the board of directors of the corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by or in respect of any such person in connection with any such action, suit or proceeding, whether criminal, administrative, arbitrative or investigative, may be paid by the corporation in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of, such person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation. The board of directors shall have the power to indemnify its other employees and agents to the same extent as provided in the articles of incorporation with respect to its directors and officers.
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The bylaws of 623 Landfill, Inc. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of 623 Landfill, Inc. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
(b) Cumberland County Development Company, LLC, Obscurity Land Development, LLC and Republic Services of Virginia, LLC are organized as limited liability companies under the laws of Virginia.
Section 13.1-1009(16) of the Virginia Limited Liability Company Act permits a limited liability company to indemnify members, managers or other persons from and against any and all claims and demands whatsoever.
The operating agreement of each of Cumberland County Development Company, LLC and Obscurity Land Development, LLC provides that the company shall defend, indemnify and save harmless the sole member, its officers and directors, and any officers of the company, from and against all losses, claims, costs, liabilities and damages incurred by such person by reason of any act performed or omitted to be performed by such person in connection with the business of the company, including attorneys’ fees incurred by such person in connection with the defense of any action based on any such act or omission; provided, however, no such person shall be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
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There is no provision for indemnification or insurance in the certificate of formation or the operating agreement of Republic Services of Virginia, LLC.
Washington Registrants:
(a) Rabanco Recycling, Inc., Rabanco, Ltd. and WJR Environmental, Inc. are incorporated under the laws of Washington.
Sections 23B.08.500 et seq. of the Washington Business Corporation Act authorize a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.
Section 23B.08.320 of the Washington Business Corporation Act provides that the articles of incorporation of a corporation may eliminate or limit the personal liability of a director to the corporation or its shareholders, subject to certain limitations. Sections 23B.08.420(4) and 23B.08.300(4) of the Washington Business Corporation Act provide that a director or officer of a corporation shall not be liable for any action taken as a director or officer or any failure to take any action if such director or officer performed the duties of his or her office (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner he or she reasonably believes to be in the best interests of the corporation.
The articles of incorporation of each of Rabanco Recycling, Inc. and Rabanco, Ltd. provide that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the elimination or limitation of liability is prohibited under the Washington Business Corporation Act.
The articles of incorporation of WJR Environmental, Inc. provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, except for (i) acts or omissions involving intentional misconduct by the director or a knowing violation of law by the director, (ii) conduct violating 23B.08.310 of the Washington Business Corporation Act relating to certain distributions by the corporation or (iii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.
The bylaws of each of the Washington corporation registrants provide that the corporation shall, to the fullest extent permitted by the law, indemnify and advance expenses to each person to whom indemnification and advancement of expenses may be offered under the law. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another entity or other enterprise against any liability asserted against or incurred by such person in such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Washington law.
(b) Rabanco Companies is organized as a general partnership under the laws of Washington.
Section 25.05.150(3) of the Washington Revised Uniform Partnership Act authorizes a general partnership to indemnify partners under certain circumstances and subject to certain limitations.
There is no provision for indemnification or insurance in the partnership agreement of Rabanco Companies.
West Virginia Registrant: Sandy Hollow Landfill Corp. is organized as a corporation under the laws of West Virginia.
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Part 5 of Article 8 of the West Virginia Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers and directors of the corporation under certain circumstances and subject to certain limitations.
Section 31D-8-831(a) of the West Virginia Business Corporation Act provides that a director of a corporation shall not be liable to the corporation or its shareholders for any decision to take or not to take action or any failure to take any action as a director unless the party asserting liability establishes that the articles of incorporation and other law do not preclude liability and the challenged conduct consisted of or was the result of (i) action not in good faith, (ii) a decision (1) which the director did not reasonably believe to be in the best interests of the corporation or (2) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances, (iii) a lack of objectivity or independence, (iv) a sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation or (v) receipt of a financial benefit to which the director was not entitled.
The bylaws of Sandy Hollow Landfill Corp. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
The bylaws of Sandy Hollow Landfill Corp. also provide that any indemnification (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation according to the bylaws of the corporation. The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity or other enterprise against any liability asserted against or incurred by
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such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify him or her against such liability under the bylaws of the corporation.
Item 21.Exhibits and Financial Statement Schedules
A list of exhibits filed with this registration statement is contained in the index to exhibits, which is incorporated by reference.
Item 22.Undertakings
Each of the undersigned co-registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(6) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(7) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Republic Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| REPUBLIC SERVICES, INC. | ||||
| By: | /s/ James E. O’Connor * | |||
| James E. O’Connor | ||||
| Chairman of the Board and Chief Executive Officer (principal executive officer) | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ James E. O’Connor * | Chairman of the Board and Chief Executive Officer (principal executive officer) | |
| /s/ Tod C. Holmes | Executive Vice President and Chief Financial Officer (principal financial officer) | |
| /s/ Charles F. Serianni * | Senior Vice President and Chief Accounting Officer (principal accounting officer) | |
| /s/ John W. Croghan * | Director | |
| John W. Croghan | ||
| /s/ James W. Crownover * | Director | |
| James W. Crownover | ||
| /s/ William J. Flynn * | Director | |
| William J. Flynn | ||
| /s/ David I. Foley * | Director | |
| David I. Foley |
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| Signature | Title | |
| /s/ Michael Larson * | Director | |
| Michael Larson | ||
| /s/ Nolan Lehmann * | Director | |
| Nolan Lehmann | ||
| /s/ W. Lee Nutter * | Director | |
| W. Lee Nutter | ||
| /s/ Ramon A. Rodriguez * | Director | |
| Ramon A. Rodriguez | ||
| /s/ Allan C. Sorensen * | Director | |
| Allan C. Sorensen | ||
| /s/ John M. Trani * | Director | |
| John M. Trani | ||
| /s/ Michael W. Wickham * | Director | |
| Michael W. Wickham |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
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Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule A hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule A hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Donald W. Slager * | President and Director (principal executive officer) | |
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
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Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule B hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule B hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Kevin Walbridge * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Donald W. Slager * | Director | |
| Donald W. Slager | ||
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
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Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule C hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule C hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Jeff D. Andrews * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Donald W. Slager * | Director | |
| Donald W. Slager | ||
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
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Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule D hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule D hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Ronald Krall * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Donald W. Slager * | Director | |
| Donald W. Slager | ||
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-75
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule E hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule E hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III * | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Christopher Synek * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Donald W. Slager * | Director | |
| Donald W. Slager | ||
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Tod C. Holmes | ||||
| Attorney-in-Fact |
II-76
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule F hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule F hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Donald W. Slager * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-77
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule G hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule G hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Jeff D. Andrews * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Donald W. Slager * | Director | |
| Donald W. Slager | ||
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-78
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule H hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule H hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Ronald Krall * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Donald W. Slager * | Director | |
| Donald W. Slager | ||
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-79
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule I hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule I hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Kevin Walbridge * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Treasurer and Director (principal financial officer and principal accounting officer) | |
| /s/ Donald W. Slager * | Director | |
| Donald W. Slager | ||
| /s/ Charles F. Serianni * | Director | |
| Charles F. Serianni |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-80
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule J hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule J hereto | ||||
| By: | /s/ Edward A. Lang, III* | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Christopher Synek * | President | |
| (principal executive officer) | ||
| /s/ Edward A. Lang, III * | Treasurer and Director | |
| (principal financial officer and principal accounting officer) | ||
| /s/ Donald W. Slager * | Director | |
| /s/ Charles F. Serianni * | Director | |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-81
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule K hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule K hereto | ||||
| By: | /s/ James E. O’Connor * | |||
| James E. O’Connor | ||||
| President and Chief Executive Officer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ James E. O’Connor * | President, Chief Executive Officer and Director | |
| (principal executive officer) | ||
| /s/ Tod C. Holmes | Chief Financial Officer and Director | |
| (principal financial officer) | ||
| /s/ Charles F. Serianni * | Chief Accounting Officer | |
| (principal accounting officer) |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-82
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule L hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule L hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Thomas E. Miller * | President and Director | |
| (principal executive officer) | ||
| /s/ Edward A. Lang, III * | Treasurer | |
| (principal financial officer and principal accounting officer) |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-83
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule M hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule M hereto | ||||
| By: | /s/ Roger A. Groen Jr. * | |||
| Roger A. Groen Jr. | ||||
| President | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Roger A. Groen Jr. * | President and Director | |
| (principal executive officer, principal financial officer and principal accounting officer) |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-84
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule N hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule N hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Ronald Krall * | President | |
| (principal executive officer) | ||
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director | |
| (principal financial officer and principal accounting officer) | ||
| /s/ Charles F. Serianni * | Director | |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-85
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule O hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule O hereto | ||||
| By: | Allied Waste Landfill Holdings, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Donald W. Slager * | President and Director of Allied Waste Landfill | |
| Holdings, Inc. | ||
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director of | |
| Allied Waste Landfill Holdings, Inc. | ||
| /s/ Charles F. Serianni * | Director of Allied Waste Landfill Holdings, Inc. | |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-86
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule P hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule P hereto | ||||
| By: | Allied Waste Landfill Holdings, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
| By: | Allied Waste North America, Inc., as General Partner | |||
| By: | /s/ James E. O’Connor * | |||
| James E. O’Connor | ||||
| President and Chief Executive Officer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Donald W. Slager * | President and Director of Allied Waste Landfill | |
| Holdings, Inc. | ||
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director of | |
| Allied Waste Landfill Holdings, Inc. | ||
| /s/ Charles F. Serianni * | Director of Allied Waste Landfill Holdings, Inc. and | |
| Chief Accounting Officer of Allied Waste North America, Inc. | ||
| /s/ James E. O’Connor * | President, Chief Executive Officer and Director of | |
| Allied Waste North America, Inc. |
II-87
| Signature | Title | |
| /s/ Tod C. Holmes | Chief Financial Officer and Director of Allied Waste | |
| North America, Inc. |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-88
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule Q hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule Q hereto | ||||
| By: | Allied Waste North America, Inc., as General Partner | |||
| By: | /s/ James E. O’Connor * | |||
| James E. O’Connor | ||||
| President and Chief Executive Officer | ||||
| By: | Browning-Ferris Industries of Tennessee, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ James E. O’Connor * | President, Chief Executive Officer and Director of | |
| Allied Waste North America, Inc. | ||
| /s/ Tod C. Holmes | Chief Financial Officer and Director of Allied Waste | |
| North America, Inc. | ||
| /s/ Charles F. Serianni * | Chief Accounting Officer of Allied Waste North | |
| America, Inc. and Director of Browning-Ferris Industries of Tennessee, Inc. | ||
| /s/ Donald W. Slager * | President and Director of Browning-Ferris Industries of | |
| Tennessee, Inc. |
II-89
| /s/ Edward A. Lang, III * | Vice President – Finance, Treasurer and Director of | |
| Browning-Ferris Industries of Tennessee, Inc. |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-90
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule R hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule R hereto | ||||
| By: | Republic Waste Services of Texas GP, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Christopher Synek * | President of Republic Waste Services of Texas GP, Inc. | |
| /s/ Edward A. Lang, III * | Treasurer and Director of Republic Waste Services of | |
| Texas GP, Inc. | ||
| /s/ Donald W. Slager * | Director of Republic Waste Services of Texas GP, Inc. | |
| /s/ Charles F. Serianni * | Director of Republic Waste Services of Texas GP, Inc. | |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-91
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule S hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule S hereto | ||||
| By: | BFI Energy Systems of Southeastern Connecticut, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Donald W. Slager * | President and Director of BFI Energy Systems of | |
| Southeastern Connecticut, Inc. | ||
| /s/ Edward A. Lang, III * | Vice President — Finance, Treasurer and Director of BFI | |
| Energy Systems of Southeastern Connecticut, Inc. | ||
| /s/ Charles F. Serianni * | Director of BFI Energy Systems of Southeastern | |
| Connecticut, Inc. |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-92
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule T hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule T hereto | ||||
| By: | Republic Services, Inc., as General Partner | |||
| By: | /s/ James E. O’Connor * | |||
| James E. O’Connor | ||||
| Chairman of the Board and Chief Executive Officer | ||||
| By: | Zakaroff Services, as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ James E. O’Connor * | Chairman of the Board and Chief Executive Officer of | |
| Republic Services, Inc. | ||
| /s/ Tod C. Holmes | Executive Vice President and Chief Financial Officer of | |
| Republic Services, Inc. | ||
| /s/ Charles F. Serianni * | Senior Vice President and Chief Accounting Officer of | |
| Republic Services, Inc. and Director of Zakaroff Services | ||
| /s/ John W. Croghan * | Director of Republic Services, Inc. | |
| /s/ James W. Crownover * | Director of Republic Services, Inc. | |
II-93
| Signature | Title | |
| /s/ William J. Flynn * | Director of Republic Services, Inc. | |
| /s/ David I. Foley * | Director of Republic Services, Inc. | |
| /s/ Michael Larson * | Director of Republic Services, Inc. | |
| /s/ Nolan Lehmann * | Director of Republic Services, Inc. | |
| /s/ W. Lee Nutter * | Director of Republic Services, Inc. | |
| /s/ Ramon A. Rodriguez * | Director of Republic Services, Inc. | |
| /s/ Allan C. Sorensen * | Director of Republic Services, Inc. | |
| /s/ John M. Trani * | Director of Republic Services, Inc. | |
| /s/ Michael W. Wickham * | Director of Republic Services, Inc. | |
| /s/ Donald W. Slager * | President and Director of Zakaroff Services | |
| /s/ Edward A. Lang, III * | Treasurer and Director of Zakaroff Services | |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-94
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule U hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule U hereto | ||||
| By: | Rabanco Recycling, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
| By: | Rabanco, Ltd., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Jeff D. Andrews * | President of Rabanco Recycling, Inc. and Rabanco, Ltd. | |
| /s/ Edward A. Lang, III * | Vice President — Finance, Treasurer and Director of | |
| Rabanco Recycling, Inc. and Rabanco, Ltd. | ||
| /s/ Donald W. Slager * | Director of Rabanco Recycling, Inc. and Rabanco, Ltd. | |
| /s/ Charles F. Serianni * | Director of Rabanco Recycling, Inc. and Rabanco, Ltd. | |
II-95
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-96
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule V hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule V hereto | ||||
| By: | Republic Silver State Disposal, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Jeff D. Andrews * | President of Republic Silver State Disposal, Inc. | |
| /s/ Edward A. Lang, III * | Treasurer and Director of Republic Silver State | |
| Disposal, Inc. | ||
| /s/ Donald W. Slager * | Director of Republic Silver State Disposal, Inc. | |
| /s/ Charles F. Serianni * | Director of Republic Silver State Disposal, Inc. | |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-97
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule W hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule W hereto | ||||
| By: | Republic Services of Florida GP, Inc., as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Christopher Synek * | President of Republic Services of Florida GP, Inc. | |
| /s/ Edward A. Lang, III * | Treasurer and Director of Republic Services of Florida | |
| GP, Inc. | ||
| /s/ Donald W. Slager * | Director of Republic Services of Florida GP, Inc. | |
| /s/ Charles F. Serianni * | Director of Republic Services of Florida GP, Inc. | |
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-98
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule X hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule X hereto | ||||
| By: | Republic Services of Georgia GP, LLC, as General Partner | |||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Christopher Synek * | President of Republic Services of Georgia GP, LLC | |
| /s/ Edward A. Lang, III * | Treasurer of Republic Services of Georgia GP, LLC | |
| Republic Services, Inc. | Managing Member of Republic Services of Georgia GP, LLC |
| By: | /s/ James E. O’Connor * | |||
| Name: | ||||
| Title: | Chairman of the Board and Chief Executive Officer | |||
| *By: | /s/ Tod C. Holmes | |||
| Tod C. Holmes | ||||
| Attorney-in-Fact |
II-99
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule Y hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule Y hereto | ||||
| By: Republic Services, Inc., as General Partner | ||||
| By: | /s/ James E. O’Connor * | |||
| James E. O’Connor | ||||
| Chairman of the Board and Chief Executive Officer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ James E. O’Connor * | Chairman of the Board and Chief Executive Officer of Republic Services, Inc. | |
/s/ Tod C. Holmes | Executive Vice President and Chief Financial Officer of Republic Services, Inc. | |
/s/ Charles F. Serianni * | Senior Vice President and Chief Accounting Officer of Republic Services, Inc. | |
/s/ John W. Croghan * | Director of Republic Services, Inc. | |
/s/ James W. Crownover * | Director of Republic Services, Inc. | |
/s/ William J. Flynn * | Director of Republic Services, Inc. |
II-100
| Signature | Title | |
/s/ David I. Foley * | Director of Republic Services, Inc. | |
/s/ Michael Larson * | Director of Republic Services, Inc. | |
/s/ Nolan Lehmann * | Director of Republic Services, Inc. | |
/s/ W. Lee Nutter * | Director of Republic Services, Inc. | |
/s/ Ramon A. Rodriguez * | Director of Republic Services, Inc. | |
/s/ Allan C. Sorensen * | Director of Republic Services, Inc. | |
/s/ John M. Trani * | Director of Republic Services, Inc. | |
/s/ Michael W. Wickham * | Director of Republic Services, Inc. |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-101
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule Z hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule Z hereto | ||||
| By: Republic Services of Wisconsin GP, LLC, as General Partner | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President of Republic Services of Wisconsin GP, LLC | |
/s/ Edward A. Lang, III * | Treasurer of Republic Services of Wisconsin GP, LLC | |
Republic Services, Inc. | Managing Member of Republic Services of Wisconsin GP, LLC |
| By: | /s/ James E. O’Connor * | |
| Name: | James E. O’Connor | |
| Title: | Chairman of the Board and Chief Executive Officer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-102
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule AA hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule AA hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer (principal financial officer and principal accounting officer) | |
Republic Services of Indiana, Limited Partnership | Managing Member |
| By: | Republic Services, Inc., as General Partner | |
| By: | /s/ James E. O’Connor * | |
| Name: | James E. O’Connor | |
| Title: | Chairman of the Board and Chief Executive Officer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-103
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule BB hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule BB hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Allied Waste North America, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-104
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule CC hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule CC hereto | ||||
| By: | /s/ Edward A. Lang, III | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Allied Waste Landfill Holdings, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-105
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule DD hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule DD hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Browning-Ferris Industries, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-106
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule EE hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule EE hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Ronald Krall * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Browning-Ferris Industries, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-107
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule FF hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule FF hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Ronald Krall * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Allied Waste North America, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-108
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule GG hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule GG hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Browning-Ferris Industries, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-109
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule HH hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule HH hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Jeff D. Andrews * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Browning-Ferris Industries, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-110
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule II hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule II hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Jeff D. Andrews * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Allied Waste North America, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-111
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule JJ hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule JJ hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Christopher Synek * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Browning-Ferris Industries, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-112
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule KK hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule KK hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Allied Waste North America, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-113
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule LL hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule LL hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer (principal financial officer and principal accounting officer) | |
Republic Services Aviation, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-114
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule MM hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule MM hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Christopher Synek * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Allied Waste North America, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-115
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule NN hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule NN hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Allied Green Power, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-116
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule OO hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule OO hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
BFI Waste Systems of North America, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-117
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule PP hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule PP hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Bridgeton Landfill, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-118
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule QQ hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule QQ hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President — Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Ronald Krall * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President — Finance and Treasurer (principal financial officer and principal accounting officer) | |
Browning-Ferris Industries of Ohio, Inc. | Managing Member |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Vice President — Finance and Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-119
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule RR hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule RR hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Christopher Synek * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer (principal financial officer and principal accounting officer) | |
Republic Services of Georgia, Limited Partnership | Managing Member |
| By: | Republic Services of Georgia GP, LLC, as General Partner | |
| By: | /s/ Edward A. Lang, III * | |
| Name: | Edward A. Lang, III | |
| Title: | Treasurer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-120
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule SS hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule SS hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Jeff D. Andrews * | President (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer (principal financial officer and principal accounting officer) | |
Republic Services, Inc. | Managing Member |
| By: | /s/ James E. O’Connor * | |
| Name: | James E. O’Connor | |
| Title: | Chairman of the Board and Chief Executive Officer |
| *By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Attorney-in-Fact |
II-121
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule TT hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule TT hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Ronald Krall * | President | |
| Ronald Krall | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services, Inc. | Managing Member | |||||
| By: | /s/ James E. O’Connor * | |||||
| Name: | James E. O’Connor | |||||
| Title: | Chairman of the Board and Chief Executive Officer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-122
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule UU hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule UU hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Ronald Krall * | President | |
| Ronald Krall | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| County Disposal (Ohio), Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-123
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule VV hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule VV hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President | |
| Kevin Walbridge | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Liberty Waste Services of Illinois, L.L.C. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-124
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule WW hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule WW hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Jeff D. Andrews * | President | |
| Jeff D. Andrews | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| ECDC Holdings, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-125
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule XX hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule XX hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Liberty Waste Services Limited, L.L.C. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-126
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule YY hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule YY hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Frontier Waste Services, L.P. | Managing Member | |||||
| By: | Allied Waste Landfill Holdings, Inc., as General Partner | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-127
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule ZZ hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule ZZ hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Jeff D. Andrews * | President | |
| Jeff D. Andrews | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Allied Waste Services of North America, LLC | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-128
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule AAA hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule AAA hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| American Disposal Services of Illinois, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-129
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule BBB hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule BBB hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President | |
| Kevin Walbridge | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Liberty Waste Services Limited, L.L.C. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-130
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule CCC hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule CCC hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President | |
| Kevin Walbridge | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Allied Waste Systems, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-131
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule DDD hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule DDD hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services of Ohio Hauling, LLC | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-132
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule EEE hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule EEE hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services, Inc. | Managing Member | |||||
| By: | /s/ James E. O’Connor * | |||||
| Name: | James E. O’Connor | |||||
| Title: | Chairman of the Board and Chief Executive Officer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-133
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule FFF hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule FFF hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Jeff D. Andrews * | President | |
| Jeff D. Andrews | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services Holding Company, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-134
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule GGG hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule GGG hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Jeff D. Andrews * | President | |
| Jeff D. Andrews | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services of California Holding Company, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-135
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule HHH hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule HHH hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Christopher Synek * | President | |
| Christopher Synek | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services, Inc. | Managing Member | |||||
| By: | /s/ James E. O’Connor * | |||||
| Name: | James E. O’Connor | |||||
| Title: | Chairman of the Board and Chief Executive Officer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-136
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule III hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule III hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President | |
| Kevin Walbridge | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services, Inc. | Managing Member | |||||
| By: | /s/ James E. O’Connor * | |||||
| Name: | James E. O’Connor | |||||
| Title: | Chairman of the Board and Chief Executive Officer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-137
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule JJJ hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule JJJ hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Kevin Walbridge * | President | |
| Kevin Walbridge | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services of Michigan Holding Company, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-138
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule KKK hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule KKK hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Ronald Krall * | President | |
| Ronald Krall | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Continental Waste Industries, L.L.C. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-139
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule LLL hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule LLL hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services Holding Company, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-140
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule MMM hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule MMM hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Ronald Krall * | President | |
| Ronald Krall | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Services Holding Company, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-141
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule NNN hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule NNN hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Browning-Ferris Industries of Tennessee, Inc. | Managing Member | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-142
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule OOO hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule OOO hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Donald W. Slager * | President | |
| Donald W. Slager | (principal executive officer) | |
/s/ Edward A. Lang, III * | Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Republic Waste, Limited Partnership | Managing Member | |||||
| By: | Republic Waste Services of Texas GP, Inc., as General Partner | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-143
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule PPP hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule PPP hereto | ||||||
| By: | /s/ Edward A. Lang, III * | |||||
| Edward A. Lang, III | ||||||
| Vice President – Finance and Treasurer | ||||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
/s/ Christopher Synek * | President | |
| Christopher Synek | (principal executive officer) | |
/s/ Edward A. Lang, III * | Vice President – Finance and Treasurer | |
| Edward A. Lang, III | (principal financial officer and principal accounting officer) |
| Brenham Total Roll-Offs, LP | Managing Member | |||||
| By: | Allied Waste Landfill Holdings, Inc., as General Partner | |||||
| By: | /s/ Edward A. Lang, III * | |||||
| Name: | Edward A. Lang, III | |||||
| Title: | Vice President – Finance and Treasurer | |||||
| *By: | /s/ Tod C. Holmes | |||||
| Tod C. Holmes | ||||||
| Attorney-in-Fact | ||||||
II-144
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule QQQ hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule QQQ hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Donald W. Slager * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Treasurer (principal financial officer and principal accounting officer) | |
| Central Virginia Properties, LLC | Managing Member |
| By: | /s/ Edward A. Lang, III * | |||
| Name: | ||||
| Title: | Treasurer | |||
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-145
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule RRR hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule RRR hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Vice President – Finance and Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Christopher Synek * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Vice President – Finance and Treasurer (principal financial officer and principal accounting officer) | |
| BFI Waste Systems of North America, LLC | Managing Member |
| By: Name: | /s/ Edward A. Lang, III * | |||
| Title: | Vice President – Finance and Treasurer | |||
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-146
Pursuant to the requirements of the Securities Act of 1933, each of the Subsidiary Guarantors listed on Schedule SSS hereto has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona on May 6, 2010.
| On behalf of each Subsidiary Guarantor listed on Schedule SSS hereto | ||||
| By: | /s/ Edward A. Lang, III * | |||
| Edward A. Lang, III | ||||
| Treasurer | ||||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James E. O’Connor, Tod C. Holmes and Edward A. Lang, III and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-4 registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated on May 6, 2010.
| Signature | Title | |
| /s/ Kevin Walbridge * | President (principal executive officer) | |
| /s/ Edward A. Lang, III * | Treasurer (principal financial officer and principal accounting officer) | |
| Republic Services of Indiana, Limited Partnership | Managing Member | |
| By: Republic Services, Inc., as General Partner |
| By: Name: | /s/ James E. O’Connor * | |||
| Title: | Chairman of the Board and Chief Executive Officer | |||
| *By: | /s/ Tod C. Holmes | |||
| Attorney-in-Fact |
II-147
SCHEDULE A
SUBSIDIARY GUARANTORS
Action Disposal, Inc.
Ada County Development Company, Inc.
ADS, Inc.
ADS of Illinois, Inc.
Alabama Recycling Services, Inc.
Allied Acquisition Pennsylvania, Inc.
Allied Acquisition Two, Inc.
Allied Enviroengineering, Inc.
Allied Green Power, Inc.
Allied Nova Scotia, Inc.
Allied Waste Alabama, Inc.
Allied Waste Company, Inc.
Allied Waste Hauling of Georgia, Inc.
Allied Waste Holdings (Canada) Ltd.
Allied Waste Industries (New Mexico), Inc.
Allied Waste Industries of Georgia, Inc.
Allied Waste Industries of Northwest Indiana, Inc.
Allied Waste Industries (Southwest), Inc.
Allied Waste Landfill Holdings, Inc.
Allied Waste of California, Inc.
Allied Waste of Long Island, Inc.
Allied Waste of New Jersey, Inc.
Allied Waste Rural Sanitation, Inc.
Allied Waste Services of Colorado, Inc.
Allied Waste Systems Holdings, Inc.
Allied Waste Systems, Inc.
Allied Waste Transportation, Inc.
American Disposal Services of New Jersey, Inc.
American Disposal Services, Inc.
American Disposal Transfer Services of Illinois, Inc.
American Materials Recycling Corp.
American Sanitation, Inc.
American Transfer Company, Inc.
Area Disposal, Inc.
Atlantic Waste Holding Company, Inc.
Attwoods of North America, Inc.
Autoshred, Inc.
AWIN Leasing Company, Inc.
AWIN Management, Inc.
BBCO, Inc.
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.
Ada County Development Company, Inc.
ADS, Inc.
ADS of Illinois, Inc.
Alabama Recycling Services, Inc.
Allied Acquisition Pennsylvania, Inc.
Allied Acquisition Two, Inc.
Allied Enviroengineering, Inc.
Allied Green Power, Inc.
Allied Nova Scotia, Inc.
Allied Waste Alabama, Inc.
Allied Waste Company, Inc.
Allied Waste Hauling of Georgia, Inc.
Allied Waste Holdings (Canada) Ltd.
Allied Waste Industries (New Mexico), Inc.
Allied Waste Industries of Georgia, Inc.
Allied Waste Industries of Northwest Indiana, Inc.
Allied Waste Industries (Southwest), Inc.
Allied Waste Landfill Holdings, Inc.
Allied Waste of California, Inc.
Allied Waste of Long Island, Inc.
Allied Waste of New Jersey, Inc.
Allied Waste Rural Sanitation, Inc.
Allied Waste Services of Colorado, Inc.
Allied Waste Systems Holdings, Inc.
Allied Waste Systems, Inc.
Allied Waste Transportation, Inc.
American Disposal Services of New Jersey, Inc.
American Disposal Services, Inc.
American Disposal Transfer Services of Illinois, Inc.
American Materials Recycling Corp.
American Sanitation, Inc.
American Transfer Company, Inc.
Area Disposal, Inc.
Atlantic Waste Holding Company, Inc.
Attwoods of North America, Inc.
Autoshred, Inc.
AWIN Leasing Company, Inc.
AWIN Management, Inc.
BBCO, Inc.
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.
II-148
BFI Energy Systems of Southeastern Connecticut, Inc.
BFI International, Inc.
BFI REF-FUEL, INC.
BFI Trans River (GP), Inc.
Borrow Pit Corp.
Browning-Ferris Financial Services, Inc.
Browning-Ferris Industries Chemical Services, 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 Tennessee, Inc.
Browning-Ferris Services, Inc.
Bunting Trash Service, Inc.
CECOS International, Inc.
Charter Evaporation Resource Recovery Systems
County Disposal, Inc.
Delta Dade Recycling Corp.
Delta Paper Stock, Co.
Delta Site Development Corp.
Delta Waste Corp.
Eagle Industries Leasing, Inc.
ECDC Environmental of Humboldt County, Inc.
ECDC Holdings, Inc.
Evergreen Scavenger Service, Inc.
G. Van Dyken Disposal Inc.
General Refuse Rolloff Corp.
Georgia Recycling Services, Inc.
Golden Waste Disposal, Inc.
Great Lakes Disposal Service, Inc.
Gulfcoast Waste Service, Inc.
Illinois Recycling Services, Inc.
Ingrum Waste Disposal, Inc.
Island Waste Services Ltd.
Jetter Disposal, Inc.
La Cañada Disposal Company, Inc.
Liberty Waste Holdings, Inc.
Louis Pinto & Son, Inc., Sanitation Contractors
Lucas County Land Development, Inc.
Manumit of Florida, Inc.
Midway Development Company, Inc.
Mississippi Waste Paper Company
Mountain Home Disposal, Inc.
NationsWaste Catawba Regional Landfill, Inc.
NationsWaste, Inc.
Ncorp, Inc.
Pinal County Landfill Corp.
Portable Storage Co.
Preble County Landfill, Inc.
Price & Sons Recycling Company
BFI International, Inc.
BFI REF-FUEL, INC.
BFI Trans River (GP), Inc.
Borrow Pit Corp.
Browning-Ferris Financial Services, Inc.
Browning-Ferris Industries Chemical Services, 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 Tennessee, Inc.
Browning-Ferris Services, Inc.
Bunting Trash Service, Inc.
CECOS International, Inc.
Charter Evaporation Resource Recovery Systems
County Disposal, Inc.
Delta Dade Recycling Corp.
Delta Paper Stock, Co.
Delta Site Development Corp.
Delta Waste Corp.
Eagle Industries Leasing, Inc.
ECDC Environmental of Humboldt County, Inc.
ECDC Holdings, Inc.
Evergreen Scavenger Service, Inc.
G. Van Dyken Disposal Inc.
General Refuse Rolloff Corp.
Georgia Recycling Services, Inc.
Golden Waste Disposal, Inc.
Great Lakes Disposal Service, Inc.
Gulfcoast Waste Service, Inc.
Illinois Recycling Services, Inc.
Ingrum Waste Disposal, Inc.
Island Waste Services Ltd.
Jetter Disposal, Inc.
La Cañada Disposal Company, Inc.
Liberty Waste Holdings, Inc.
Louis Pinto & Son, Inc., Sanitation Contractors
Lucas County Land Development, Inc.
Manumit of Florida, Inc.
Midway Development Company, Inc.
Mississippi Waste Paper Company
Mountain Home Disposal, Inc.
NationsWaste Catawba Regional Landfill, Inc.
NationsWaste, Inc.
Ncorp, Inc.
Pinal County Landfill Corp.
Portable Storage Co.
Preble County Landfill, Inc.
Price & Sons Recycling Company
II-149
R.C. Miller Enterprises, Inc.
Resource Recovery, Inc.
Risk Services, Inc.
Rock Road Industries, Inc.
Ross Bros. Waste & Recycling Co.
Royal Holdings, Inc.
S & S Recycling, Inc.
San Marcos NCRRF, Inc.
Sanitary Disposal Service, Inc.
Shred — All Recycling Systems, Inc.
Standard Disposal Services, Inc.
Standard Waste, Inc.
Suburban Transfer, Inc.
Summit Waste Systems, Inc.
Tate’s Transfer Systems, Inc.
Taylor Ridge Landfill, Inc.
Tennessee Union County Landfill, Inc.
The Ecology Group, Inc.
Total Solid Waste Recyclers, Inc.
Tri-State Recycling Services, Inc.
Tri-State Refuse Corporation
Vining Disposal Service, Inc.
Waste Control Systems, Inc.
Wastehaul, Inc.
Wayne County Landfill IL, Inc.
Resource Recovery, Inc.
Risk Services, Inc.
Rock Road Industries, Inc.
Ross Bros. Waste & Recycling Co.
Royal Holdings, Inc.
S & S Recycling, Inc.
San Marcos NCRRF, Inc.
Sanitary Disposal Service, Inc.
Shred — All Recycling Systems, Inc.
Standard Disposal Services, Inc.
Standard Waste, Inc.
Suburban Transfer, Inc.
Summit Waste Systems, Inc.
Tate’s Transfer Systems, Inc.
Taylor Ridge Landfill, Inc.
Tennessee Union County Landfill, Inc.
The Ecology Group, Inc.
Total Solid Waste Recyclers, Inc.
Tri-State Recycling Services, Inc.
Tri-State Refuse Corporation
Vining Disposal Service, Inc.
Waste Control Systems, Inc.
Wastehaul, Inc.
Wayne County Landfill IL, Inc.
SCHEDULE B
SUBSIDIARY GUARANTORS
Adrian Landfill, Inc.
Allied Waste Industries of Illinois, Inc.
Allied Waste Services of Stillwater, Inc.
American Disposal Services of Kansas, Inc.
American Disposal Services of Illinois, Inc.
Belleville Landfill, Inc.
Bond County Landfill, Inc.
Brickyard Disposal & Recycling, Inc.
CC Landfill, Inc.
Central Sanitary Landfill, Inc.
Citizens Disposal, Inc.
City-Star Services, Inc.
Clarkston Disposal, Inc.
Dempsey Waste Systems II, Inc.
DTC Management, Inc.
East Chicago Compost Facility, Inc.
Environmental Development Corp. (DE)
Environmental Reclamation Company
Environtech, Inc.
Fred Barbara Trucking Co., Inc.
Harland’s Sanitary Landfill, Inc.
Allied Waste Industries of Illinois, Inc.
Allied Waste Services of Stillwater, Inc.
American Disposal Services of Kansas, Inc.
American Disposal Services of Illinois, Inc.
Belleville Landfill, Inc.
Bond County Landfill, Inc.
Brickyard Disposal & Recycling, Inc.
CC Landfill, Inc.
Central Sanitary Landfill, Inc.
Citizens Disposal, Inc.
City-Star Services, Inc.
Clarkston Disposal, Inc.
Dempsey Waste Systems II, Inc.
DTC Management, Inc.
East Chicago Compost Facility, Inc.
Environmental Development Corp. (DE)
Environmental Reclamation Company
Environtech, Inc.
Fred Barbara Trucking Co., Inc.
Harland’s Sanitary Landfill, Inc.
II-150
Illinois Landfill, Inc.
Illinois Valley Recycling, Inc.
Kankakee Quarry, Inc.
LandComp Corporation
Lee County Landfill, Inc.
Loop Recycling, Inc.
Loop Transfer, Incorporated
Northlake Transfer, Inc.
Oakland Heights Development, Inc.
Oscar’s Collection System of Fremont, Inc.
Ottawa County Landfill, Inc.
Pittsburg County Landfill, Inc.
RCS, Inc.
Roxana Landfill, Inc.
Saline County Landfill, Inc.
Sangamon Valley Landfill, Inc.
Sauk Trail Development, Inc.
Standard Environmental Services, Inc.
Streator Area Landfill, Inc.
Suburban Warehouse, Inc.
Sunset Disposal, Inc.
Thomas Disposal Service, Inc.
Upper Rock Island County Landfill, Inc.
Williams County Landfill Inc.
Woodlake Sanitary Service, Inc.
Illinois Valley Recycling, Inc.
Kankakee Quarry, Inc.
LandComp Corporation
Lee County Landfill, Inc.
Loop Recycling, Inc.
Loop Transfer, Incorporated
Northlake Transfer, Inc.
Oakland Heights Development, Inc.
Oscar’s Collection System of Fremont, Inc.
Ottawa County Landfill, Inc.
Pittsburg County Landfill, Inc.
RCS, Inc.
Roxana Landfill, Inc.
Saline County Landfill, Inc.
Sangamon Valley Landfill, Inc.
Sauk Trail Development, Inc.
Standard Environmental Services, Inc.
Streator Area Landfill, Inc.
Suburban Warehouse, Inc.
Sunset Disposal, Inc.
Thomas Disposal Service, Inc.
Upper Rock Island County Landfill, Inc.
Williams County Landfill Inc.
Woodlake Sanitary Service, Inc.
SCHEDULE C
SUBSIDIARY GUARANTORS
Agri-Tech, Inc. of Oregon
Albany-Lebanon Sanitation, Inc.
Allied Waste Industries (Arizona), Inc.
Allied Waste Services of Page, Inc.
Allied Waste Transfer Services of Utah, Inc.
Apache Junction Landfill Corporation
Bio-Med of Oregon, Inc.
Borrego Landfill, Inc.
Browning-Ferris Industries of California, Inc.
Capitol Recycling and Disposal, Inc.
Central Arizona Transfer, Inc.
Cocopah Landfill, Inc.
Copper Mountain Landfill, Inc.
Corvallis Disposal Co.
Dallas Disposal Co.
Delta Container Corporation
Denver RL North, Inc.
Elder Creek Transfer & Recovery, Inc.
Forward, Inc.
Grants Pass Sanitation, Inc.
Imperial Landfill, Inc.
Albany-Lebanon Sanitation, Inc.
Allied Waste Industries (Arizona), Inc.
Allied Waste Services of Page, Inc.
Allied Waste Transfer Services of Utah, Inc.
Apache Junction Landfill Corporation
Bio-Med of Oregon, Inc.
Borrego Landfill, Inc.
Browning-Ferris Industries of California, Inc.
Capitol Recycling and Disposal, Inc.
Central Arizona Transfer, Inc.
Cocopah Landfill, Inc.
Copper Mountain Landfill, Inc.
Corvallis Disposal Co.
Dallas Disposal Co.
Delta Container Corporation
Denver RL North, Inc.
Elder Creek Transfer & Recovery, Inc.
Forward, Inc.
Grants Pass Sanitation, Inc.
Imperial Landfill, Inc.
II-151
Independent Trucking Company
International Disposal Corp. of California
Keller Canyon Landfill Company
Keller Drop Box, Inc.
Lathrop Sunrise Sanitation Corporation
McInnis Waste Systems, Inc.
Mesa Disposal, Inc.
Otay Landfill, Inc.
Palomar Transfer Station, Inc.
Peltier Real Estate Company
Rabanco Recycling, Inc.
Rabanco, Ltd.
Ramona Landfill, Inc.
Rossman Sanitary Service, Inc.
Source Recycling, Inc.
Sunrise Sanitation Service, Inc.
Sunset Disposal Service, Inc.
Sycamore Landfill, Inc.
United Disposal Service, Inc.
Valley Landfills, Inc.
Wasatch Regional Landfill, Inc.
WDTR, Inc.
Willamette Resources, Inc.
WJR Environmental, Inc.
International Disposal Corp. of California
Keller Canyon Landfill Company
Keller Drop Box, Inc.
Lathrop Sunrise Sanitation Corporation
McInnis Waste Systems, Inc.
Mesa Disposal, Inc.
Otay Landfill, Inc.
Palomar Transfer Station, Inc.
Peltier Real Estate Company
Rabanco Recycling, Inc.
Rabanco, Ltd.
Ramona Landfill, Inc.
Rossman Sanitary Service, Inc.
Source Recycling, Inc.
Sunrise Sanitation Service, Inc.
Sunset Disposal Service, Inc.
Sycamore Landfill, Inc.
United Disposal Service, Inc.
Valley Landfills, Inc.
Wasatch Regional Landfill, Inc.
WDTR, Inc.
Willamette Resources, Inc.
WJR Environmental, Inc.
SCHEDULE D
SUBSIDIARY GUARANTORS
American Disposal Services of Missouri, Inc.
American Disposal Services of West Virginia, Inc.
Automated Modular Systems, Inc.
BFI Transfer Systems of New Jersey, Inc.
Browning-Ferris, Inc.
Browning-Ferris Industries, Inc.
Browning-Ferris Industries of Ohio, Inc.
Celina Landfill, Inc.
Cherokee Run Landfill, Inc.
County Disposal (Ohio), Inc.
County Landfill, Inc.
F. P. McNamara Rubbish Removal, Inc.
Lake Norman Landfill, Inc.
Newco Waste Systems of New Jersey, Inc.
New Morgan Landfill Company, Inc.
Noble Road Landfill, Inc.
Port Clinton Landfill, Inc.
R.C. Miller Refuse Service, Inc.
Tom Luciano’s Disposal Service, Inc.
Tricil (N.Y.), Inc.
American Disposal Services of West Virginia, Inc.
Automated Modular Systems, Inc.
BFI Transfer Systems of New Jersey, Inc.
Browning-Ferris, Inc.
Browning-Ferris Industries, Inc.
Browning-Ferris Industries of Ohio, Inc.
Celina Landfill, Inc.
Cherokee Run Landfill, Inc.
County Disposal (Ohio), Inc.
County Landfill, Inc.
F. P. McNamara Rubbish Removal, Inc.
Lake Norman Landfill, Inc.
Newco Waste Systems of New Jersey, Inc.
New Morgan Landfill Company, Inc.
Noble Road Landfill, Inc.
Port Clinton Landfill, Inc.
R.C. Miller Refuse Service, Inc.
Tom Luciano’s Disposal Service, Inc.
Tricil (N.Y.), Inc.
II-152
SCHEDULE E
SUBSIDIARY GUARANTORS
Allied Waste Industries of Tennessee, Inc.
Delta Resources Corp.
GEK, Inc.
Delta Resources Corp.
GEK, Inc.
SCHEDULE F
SUBSIDIARY GUARANTORS
A D A J Corporation
Atlas Transport, Inc.
Bay Collection Services, Inc.
Bay Environmental Management, Inc.
Bay Landfills, Inc.
Bay Leasing Company, Inc.
McCusker Recycling, Inc.
Ohio Republic Contracts, II, Inc.
Ohio Republic Contracts, Inc.
Perdomo & Sons, Inc.
Republic Services Aviation, Inc.
Republic Services Holding Company, Inc.
Republic Services of Florida LP, Inc.
Republic Services of California Holding Company, Inc.
Republic Services of Indiana LP, Inc.
Republic Services of Michigan Holding Company, Inc.
Republic Services Real Estate Holding, Inc.
Republic Waste Services of Texas LP, Inc.
RI/Alameda Corp.
Sandy Hollow Landfill Corp.
Zakaroff Services
Atlas Transport, Inc.
Bay Collection Services, Inc.
Bay Environmental Management, Inc.
Bay Landfills, Inc.
Bay Leasing Company, Inc.
McCusker Recycling, Inc.
Ohio Republic Contracts, II, Inc.
Ohio Republic Contracts, Inc.
Perdomo & Sons, Inc.
Republic Services Aviation, Inc.
Republic Services Holding Company, Inc.
Republic Services of Florida LP, Inc.
Republic Services of California Holding Company, Inc.
Republic Services of Indiana LP, Inc.
Republic Services of Michigan Holding Company, Inc.
Republic Services Real Estate Holding, Inc.
Republic Waste Services of Texas LP, Inc.
RI/Alameda Corp.
Sandy Hollow Landfill Corp.
Zakaroff Services
SCHEDULE G
SUBSIDIARY GUARANTORS
Berkeley Sanitary Service, Inc.
BLT Enterprises of Oxnard, Inc.
Crockett Sanitary Service, Inc.
Golden Bear Transfer Services, Inc.
Republic Dumpco, Inc.
Republic Environmental Technologies, Inc.
Republic Silver State Disposal, Inc.
Richmond Sanitary Service, Inc.
Solano Garbage Company
West Contra Costa Energy Recovery Company
BLT Enterprises of Oxnard, Inc.
Crockett Sanitary Service, Inc.
Golden Bear Transfer Services, Inc.
Republic Dumpco, Inc.
Republic Environmental Technologies, Inc.
Republic Silver State Disposal, Inc.
Richmond Sanitary Service, Inc.
Solano Garbage Company
West Contra Costa Energy Recovery Company
II-153
West Contra Costa Sanitary Landfill, Inc.
West County Landfill, Inc.
West County Resource Recovery, Inc.
West County Landfill, Inc.
West County Resource Recovery, Inc.
SCHEDULE H
SUBSIDIARY GUARANTORS
623 Landfill, Inc.
Calvert Trash Systems, Incorporated
Honeygo Run Reclamation Center, Inc.
Calvert Trash Systems, Incorporated
Honeygo Run Reclamation Center, Inc.
SCHEDULE I
SUBSIDIARY GUARANTORS
Arc Disposal Company, Inc.
Barker Brothers Waste, Incorporated
Compactor Rental Systems of Delaware, Inc.
CWI of Illinois, Inc.
CWI of Missouri, Inc.
FLL, Inc.
Northwest Tennessee Disposal Corporation
Reliable Disposal, Inc.
Southern Illinois Regional Landfill, Inc.
Tay-Ban Corporation
Tri-County Refuse Service, Inc.
Barker Brothers Waste, Incorporated
Compactor Rental Systems of Delaware, Inc.
CWI of Illinois, Inc.
CWI of Missouri, Inc.
FLL, Inc.
Northwest Tennessee Disposal Corporation
Reliable Disposal, Inc.
Southern Illinois Regional Landfill, Inc.
Tay-Ban Corporation
Tri-County Refuse Service, Inc.
SCHEDULE J
SUBSIDIARY GUARANTORS
Envirocycle, Inc.
Republic Services of Florida GP, Inc.
Republic Waste Services of Texas GP, Inc.
Schofield Corporation of Orlando
Republic Services of Florida GP, Inc.
Republic Waste Services of Texas GP, Inc.
Schofield Corporation of Orlando
SCHEDULE K
SUBSIDIARY GUARANTORS
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Allied Waste North America, Inc.
SCHEDULE L
SUBSIDIARY GUARANTORS
Republic Services Financial LP, Inc.
II-154
SCHEDULE M
SUBSIDIARY GUARANTORS
Dinverno, Inc.
SCHEDULE N
SUBSIDIARY GUARANTORS
BFI Waste Systems of New Jersey, Inc.
Waste Services of New York, Inc.
Waste Services of New York, Inc.
SCHEDULE O
SUBSIDIARY GUARANTORS
Abilene Landfill TX, LP
BFI Transfer Systems of Texas, LP
BFI Waste Services of Indiana, LP
BFI Waste Services of Texas, LP
BFI Waste Systems of Indiana, LP
Blue Ridge Landfill TX, LP
Brenham Total Roll-Offs, LP
Camelot Landfill TX, LP
Cefe Landfill TX, LP
Crow Landfill TX, L.P.
Desarrollo del Rancho La Gloria TX, LP
El Centro Landfill, L.P.
Ellis County Landfill TX, LP
Fort Worth Landfill TX, LP
Frontier Waste Services, L.P.
Galveston County Landfill TX, LP
Giles Road Landfill TX, LP
Golden Triangle Landfill TX, LP
Greenwood Landfill TX, LP
Gulf West Landfill TX, LP
Itasca Landfill TX, LP
Kerrville Landfill TX, LP
Lewisville Landfill TX, LP
Mars Road TX, LP
McCarty Road Landfill TX, LP
Mesquite Landfill TX, LP
Mexia Landfill TX, LP
Panama Road Landfill, TX, L.P.
Pine Hill Farms Landfill TX, LP
Pleasant Oaks Landfill TX, LP
Rio Grande Valley Landfill TX, LP
Royal Oaks Landfill TX, LP
South Central Texas Land Co. TX, LP
Southwest Landfill TX, LP
Tessman Road Landfill TX, LP
Turkey Creek Landfill TX, LP
Victoria Landfill TX, LP
Whispering Pines Landfill TX, LP
BFI Transfer Systems of Texas, LP
BFI Waste Services of Indiana, LP
BFI Waste Services of Texas, LP
BFI Waste Systems of Indiana, LP
Blue Ridge Landfill TX, LP
Brenham Total Roll-Offs, LP
Camelot Landfill TX, LP
Cefe Landfill TX, LP
Crow Landfill TX, L.P.
Desarrollo del Rancho La Gloria TX, LP
El Centro Landfill, L.P.
Ellis County Landfill TX, LP
Fort Worth Landfill TX, LP
Frontier Waste Services, L.P.
Galveston County Landfill TX, LP
Giles Road Landfill TX, LP
Golden Triangle Landfill TX, LP
Greenwood Landfill TX, LP
Gulf West Landfill TX, LP
Itasca Landfill TX, LP
Kerrville Landfill TX, LP
Lewisville Landfill TX, LP
Mars Road TX, LP
McCarty Road Landfill TX, LP
Mesquite Landfill TX, LP
Mexia Landfill TX, LP
Panama Road Landfill, TX, L.P.
Pine Hill Farms Landfill TX, LP
Pleasant Oaks Landfill TX, LP
Rio Grande Valley Landfill TX, LP
Royal Oaks Landfill TX, LP
South Central Texas Land Co. TX, LP
Southwest Landfill TX, LP
Tessman Road Landfill TX, LP
Turkey Creek Landfill TX, LP
Victoria Landfill TX, LP
Whispering Pines Landfill TX, LP
II-155
SCHEDULE P
SUBSIDIARY GUARANTORS
Benton County Development Company
Clinton County Landfill Partnership
County Line Landfill Partnership
Illiana Disposal Partnership
Jasper County Development Company Partnership
Key Waste Indiana Partnership
Lake County C & D Development Partnership
Newton County Landfill Partnership
Springfield Environmental General Partnership
Tippecanoe County Waste Services Partnership
Warrick County Development Company
Clinton County Landfill Partnership
County Line Landfill Partnership
Illiana Disposal Partnership
Jasper County Development Company Partnership
Key Waste Indiana Partnership
Lake County C & D Development Partnership
Newton County Landfill Partnership
Springfield Environmental General Partnership
Tippecanoe County Waste Services Partnership
Warrick County Development Company
SCHEDULE Q
SUBSIDIARY GUARANTORS
Benson Valley Landfill General Partnership
Blue Ridge Landfill General Partnership
Green Valley Landfill General Partnership
Morehead Landfill General Partnership
Blue Ridge Landfill General Partnership
Green Valley Landfill General Partnership
Morehead Landfill General Partnership
SCHEDULE R
SUBSIDIARY GUARANTORS
Republic Waste Services of Texas, Ltd.
RWS Transport, L.P.
RWS Transport, L.P.
SCHEDULE S
SUBSIDIARY GUARANTORS
BFI Energy Systems of Southeastern Connecticut, Limited Partnership
SCHEDULE T
SUBSIDIARY GUARANTORS
Oceanside Waste & Recycling Services
SCHEDULE U
SUBSIDIARY GUARANTORS
Rabanco Companies
SCHEDULE V
SUBSIDIARY GUARANTORS
Republic Services Financial, Limited Partnership
II-156
SCHEDULE W
SUBSIDIARY GUARANTORS
Republic Services of Florida, Limited Partnership
SCHEDULE X
SUBSIDIARY GUARANTORS
Republic Services of Georgia, Limited Partnership
SCHEDULE Y
SUBSIDIARY GUARANTORS
Republic Services of Indiana, Limited Partnership
SCHEDULE Z
SUBSIDIARY GUARANTORS
Republic Services of Wisconsin, Limited Partnership
SCHEDULE AA
SUBSIDIARY GUARANTORS
Agricultural Acquisitions, LLC
SCHEDULE BB
SUBSIDIARY GUARANTORS
Allied Gas Recovery Systems, L.L.C.
Allied Transfer Systems of New Jersey, LLC
Allied Waste Systems of New Jersey, LLC
Allied Waste Transfer Services of Lima, LLC
Anson County Landfill NC, LLC
AWIN Leasing II, LLC
BFI Waste Services, LLC
Bridgeton Landfill, LLC
Browning-Ferris Industries, LLC
Cumberland County Development Company, LLC
E Leasing Company, LLC
Flint Hill Road, LLC
H Leasing Company, LLC
Harrison County Landfill, LLC
Jackson County Landfill, LLC
Jefferson Parish Development Company, LLC
Little Creek Landing, LLC
Missouri City Landfill, LLC
N Leasing Company, LLC
New York Waste Services, LLC
Obscurity Land Development, LLC
Allied Transfer Systems of New Jersey, LLC
Allied Waste Systems of New Jersey, LLC
Allied Waste Transfer Services of Lima, LLC
Anson County Landfill NC, LLC
AWIN Leasing II, LLC
BFI Waste Services, LLC
Bridgeton Landfill, LLC
Browning-Ferris Industries, LLC
Cumberland County Development Company, LLC
E Leasing Company, LLC
Flint Hill Road, LLC
H Leasing Company, LLC
Harrison County Landfill, LLC
Jackson County Landfill, LLC
Jefferson Parish Development Company, LLC
Little Creek Landing, LLC
Missouri City Landfill, LLC
N Leasing Company, LLC
New York Waste Services, LLC
Obscurity Land Development, LLC
II-157
Polk County Landfill, LLC
Prince George’s County Landfill, LLC
S Leasing Company, LLC
San Diego Landfill Systems, LLC
St. Bernard Parish Development Company, LLC
St. Joseph Landfill, LLC
Wayne County Land Development, LLC
Prince George’s County Landfill, LLC
S Leasing Company, LLC
San Diego Landfill Systems, LLC
St. Bernard Parish Development Company, LLC
St. Joseph Landfill, LLC
Wayne County Land Development, LLC
SCHEDULE CC
SUBSIDIARY GUARANTORS
Allied Services, LLC
SCHEDULE DD
SUBSIDIARY GUARANTORS
Allied Waste Environmental Management Group, LLC
C & C Expanded Sanitary Landfill, LLC
C & C Expanded Sanitary Landfill, LLC
SCHEDULE EE
SUBSIDIARY GUARANTORS
Allied Waste Niagara Falls Landfill, LLC
Allied Waste Recycling Services of New Hampshire, LLC
Allied Waste Systems of Michigan, LLC
Allied Waste Systems of Pennsylvania, LLC
Allied Waste Transfer Services of New York, LLC
Allied Waste Transfer Services of North Carolina, LLC
Allied Waste Transfer Services of Rhode Island, LLC
BFI Transfer Systems of Pennsylvania, LLC
Allied Waste Recycling Services of New Hampshire, LLC
Allied Waste Systems of Michigan, LLC
Allied Waste Systems of Pennsylvania, LLC
Allied Waste Transfer Services of New York, LLC
Allied Waste Transfer Services of North Carolina, LLC
Allied Waste Transfer Services of Rhode Island, LLC
BFI Transfer Systems of Pennsylvania, LLC
SCHEDULE FF
SUBSIDIARY GUARANTORS
Allied Waste of New Jersey-New York, LLC
Allied Waste Services of Massachusetts, LLC
Allied Waste Sycamore Landfill, LLC
BFI Transfer Systems of Maryland, LLC
BFI Transfer Systems of Massachusetts, LLC
BFI Transfer Systems of Virginia, LLC
BFI Waste Services of Pennsylvania, LLC
BFI Waste Systems of Virginia, LLC
Brunswick Waste Management Facility, LLC
Greenridge Reclamation, LLC
Greenridge Waste Services, LLC
Lee County Landfill SC, LLC
Menands Environmental Solutions, LLC
Northeast Landfill, LLC
Allied Waste Services of Massachusetts, LLC
Allied Waste Sycamore Landfill, LLC
BFI Transfer Systems of Maryland, LLC
BFI Transfer Systems of Massachusetts, LLC
BFI Transfer Systems of Virginia, LLC
BFI Waste Services of Pennsylvania, LLC
BFI Waste Systems of Virginia, LLC
Brunswick Waste Management Facility, LLC
Greenridge Reclamation, LLC
Greenridge Waste Services, LLC
Lee County Landfill SC, LLC
Menands Environmental Solutions, LLC
Northeast Landfill, LLC
SCHEDULE GG
SUBSIDIARY GUARANTORS
II-158
Allied Waste Services of North America, LLC
Allied Waste Systems of Indiana, LLC
Allied Waste Systems of North Carolina, LLC
BFI Waste Systems of North America, LLC
Crescent Acres Landfill, LLC
Sand Valley Holdings, L.L.C.
Allied Waste Systems of Indiana, LLC
Allied Waste Systems of North Carolina, LLC
BFI Waste Systems of North America, LLC
Crescent Acres Landfill, LLC
Sand Valley Holdings, L.L.C.
SCHEDULE HH
SUBSIDIARY GUARANTORS
Allied Waste Systems of Arizona, LLC
Allied Waste Systems of Colorado, LLC
Allied Waste Systems of Montana, LLC
Allied Waste Transfer Services of California, LLC
Allied Waste Transfer Services of Oregon, LLC
Allied Waste Systems of Colorado, LLC
Allied Waste Systems of Montana, LLC
Allied Waste Transfer Services of California, LLC
Allied Waste Transfer Services of Oregon, LLC
SCHEDULE II
SUBSIDIARY GUARANTORS
Allied Waste Transfer Services of Arizona, LLC
Cactus Waste Systems, LLC
Cactus Waste Systems, LLC
SCHEDULE JJ
SUBSIDIARY GUARANTORS
Allied Waste Transfer Services of Florida, LLC
SCHEDULE KK
SUBSIDIARY GUARANTORS
Allied Waste Transfer Services of Iowa, LLC
BFI Waste Systems of Missouri, LLC
BFI Waste Systems of Oklahoma, LLC
Butler County Landfill, LLC
Courtney Ridge Landfill, LLC
Ellis Scott Landfill MO, LLC
Forest View Landfill, LLC
Great Plains Landfill OK, LLC
Jefferson City Landfill, LLC
Lemons Landfill, LLC
Pinecrest Landfill OK, LLC
Show-Me Landfill, LLC
Southeast Landfill, LLC
BFI Waste Systems of Missouri, LLC
BFI Waste Systems of Oklahoma, LLC
Butler County Landfill, LLC
Courtney Ridge Landfill, LLC
Ellis Scott Landfill MO, LLC
Forest View Landfill, LLC
Great Plains Landfill OK, LLC
Jefferson City Landfill, LLC
Lemons Landfill, LLC
Pinecrest Landfill OK, LLC
Show-Me Landfill, LLC
Southeast Landfill, LLC
SCHEDULE LL
SUBSIDIARY GUARANTORS
Ariana, LLC
II-159
SCHEDULE MM
SUBSIDIARY GUARANTORS
Autauga County Landfill, LLC
BFI Transfer Systems of Alabama, LLC
BFI Transfer Systems of Georgia, LLC
BFI Transfer Systems of Mississippi, LLC
BFI Waste Systems of Alabama, LLC
BFI Waste Systems of Arkansas, LLC
BFI Waste Systems of Georgia, LLC
BFI Waste Systems of Louisiana, LLC
BFI Waste Systems of Mississippi, LLC
BFI Waste Systems of Tennessee, LLC
Chilton Landfill, LLC
Gateway Landfill, LLC
Hancock County Development Company, LLC
Madison County Development, LLC
Willow Ridge Landfill, LLC
BFI Transfer Systems of Alabama, LLC
BFI Transfer Systems of Georgia, LLC
BFI Transfer Systems of Mississippi, LLC
BFI Waste Systems of Alabama, LLC
BFI Waste Systems of Arkansas, LLC
BFI Waste Systems of Georgia, LLC
BFI Waste Systems of Louisiana, LLC
BFI Waste Systems of Mississippi, LLC
BFI Waste Systems of Tennessee, LLC
Chilton Landfill, LLC
Gateway Landfill, LLC
Hancock County Development Company, LLC
Madison County Development, LLC
Willow Ridge Landfill, LLC
SCHEDULE NN
SUBSIDIARY GUARANTORS
BFGSI, L.L.C.
SCHEDULE OO
SUBSIDIARY GUARANTORS
BFI Transfer Systems of DC, LLC
BFI Waste Systems of Kentucky, LLC
BFI Waste Systems of Massachusetts, LLC
BFI Waste Systems of North Carolina, LLC
BFI Waste Systems of South Carolina, LLC
General Refuse Service of Ohio, LLC
Local Sanitation of Rowan County, L.L.C.
BFI Waste Systems of Kentucky, LLC
BFI Waste Systems of Massachusetts, LLC
BFI Waste Systems of North Carolina, LLC
BFI Waste Systems of South Carolina, LLC
General Refuse Service of Ohio, LLC
Local Sanitation of Rowan County, L.L.C.
SCHEDULE PP
SUBSIDIARY GUARANTORS
Bridgeton Transfer Station, LLC
SCHEDULE QQ
SUBSIDIARY GUARANTORS
Carbon Limestone Landfill, LLC
County Land Development Landfill, LLC
Lorain County Landfill, LLC
Lucas County Landfill, LLC
County Land Development Landfill, LLC
Lorain County Landfill, LLC
Lucas County Landfill, LLC
SCHEDULE RR
SUBSIDIARY GUARANTORS
II-160
Central Virginia Properties, LLC
SCHEDULE SS
SUBSIDIARY GUARANTORS
Consolidated Disposal Service, L.L.C.
Republic Waste Services of Southern California, LLC
Rubbish Control, LLC
Republic Waste Services of Southern California, LLC
Rubbish Control, LLC
SCHEDULE TT
SUBSIDIARY GUARANTORS
Continental Waste Industries, L.L.C.
Republic Services of North Carolina, LLC
Republic Services of Pennsylvania, LLC
Republic Services of Virginia, LLC
Republic Services of North Carolina, LLC
Republic Services of Pennsylvania, LLC
Republic Services of Virginia, LLC
SCHEDULE UU
SUBSIDIARY GUARANTORS
County Environmental Landfill, LLC
SCHEDULE VV
SUBSIDIARY GUARANTORS
D & L Disposal L.L.C.
Envotech-Illinois L.L.C.
Liberty Waste Services of McCook, L.L.C.
Envotech-Illinois L.L.C.
Liberty Waste Services of McCook, L.L.C.
SCHEDULE WW
SUBSIDIARY GUARANTORS
ECDC Environmental, L.C.
SCHEDULE XX
SUBSIDIARY GUARANTORS
Evergreen Scavenger Service, L.L.C.
Packerton Land Company, L.L.C.
Packerton Land Company, L.L.C.
SCHEDULE YY
SUBSIDIARY GUARANTORS
Frontier Waste Services (Colorado), LLC
Frontier Waste Services (Utah), LLC
Frontier Waste Services of Louisiana L.L.C.
Frontier Waste Services (Utah), LLC
Frontier Waste Services of Louisiana L.L.C.
SCHEDULE ZZ
II-161
SUBSIDIARY GUARANTORS
Kandel Enterprises, LLC
SCHEDULE AAA
SUBSIDIARY GUARANTORS
Liberty Waste Services Limited, L.L.C.
SCHEDULE BBB
SUBSIDIARY GUARANTORS
SUBSIDIARY GUARANTORS
Liberty Waste Services of Illinois, L.L.C.
SCHEDULE CCC
SUBSIDIARY GUARANTORS
Oklahoma City Landfill, L.L.C.
SCHEDULE DDD
SUBSIDIARY GUARANTORS
SUBSIDIARY GUARANTORS
Republic Ohio Contracts, LLC
SCHEDULE EEE
SUBSIDIARY GUARANTORS
Republic Services Group, LLC
Republic Services of Georgia LP, LLC
Republic Services of South Carolina, LLC
Republic Services of Southern California, LLC
Republic Services of Wisconsin LP, LLC
Republic Services of Georgia LP, LLC
Republic Services of South Carolina, LLC
Republic Services of Southern California, LLC
Republic Services of Wisconsin LP, LLC
SCHEDULE FFF
SUBSIDIARY GUARANTORS
Republic Services of Arizona Hauling, LLC
Republic Services of Colorado Hauling, LLC
Republic Services of Colorado I, LLC
Republic Services of Colorado Hauling, LLC
Republic Services of Colorado I, LLC
SCHEDULE GGG
SUBSIDIARY GUARANTORS
Republic Services of California II, LLC
Republic Services Vasco Road, LLC
Republic Services Vasco Road, LLC
SCHEDULE HHH
SUBSIDIARY GUARANTORS
II-162
Republic Services of Georgia GP, LLC
SCHEDULE III
SUBSIDIARY GUARANTORS
Republic Services of Kentucky, LLC
Republic Services of Wisconsin GP, LLC
Republic Services of Wisconsin GP, LLC
SCHEDULE JJJ
SUBSIDIARY GUARANTORS
Republic Services of Michigan Hauling, LLC
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 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
SCHEDULE KKK
SUBSIDIARY GUARANTORS
Republic Services of New Jersey, LLC
SCHEDULE LLL
SUBSIDIARY GUARANTORS
Republic Services of Ohio Hauling, LLC
SCHEDULE MMM
SUBSIDIARY GUARANTORS
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 Ohio II, LLC
Republic Services of Ohio III, LLC
Republic Services of Ohio IV, LLC
SCHEDULE NNN
SUBSIDIARY GUARANTORS
BFI Waste Services of Tennessee, LLC
SCHEDULE OOO
SUBSIDIARY GUARANTORS
RITM, LLC
SCHEDULE PPP
II-163
SUBSIDIARY GUARANTORS
Total Roll-Offs, L.L.C.
SCHEDULE QQQ
SUBSIDIARY GUARANTORS
Wayne Developers, LLC
SCHEDULE RRR
SUBSIDIARY GUARANTORS
Webster Parish Landfill, L.L.C.
SCHEDULE SSS
SUBSIDIARY GUARANTORS
Republic Services of Indiana Transportation, LLC
II-164
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Republic Services, Inc. (incorporated by reference to Exhibit 3.1 to Republic’s Quarterly Report on Form 10-Q for the period ended June 30, 1998). | |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Republic Services, Inc. (incorporated by reference to Exhibit 4.2 to Republic’s Registration Statement on Form S-8, Registration No. 333-81801, filed with the Commission on June 29, 1999). | |
| 3.3 | Amended and Restated Bylaws of Republic Services, Inc. (incorporated by reference to Exhibit 3.1 to Republic’s Current Report on Form 8-K filed on October 30, 2009). | |
| † 3.4 | Articles of Incorporation of 623 Landfill, Inc., as amended. | |
| † 3.5 | Amended and Restated Bylaws of 623 Landfill, Inc. | |
| † 3.6 | Articles of Incorporation of A D A J Corporation. | |
| † 3.7 | Second Amended and Restated Bylaws of A D A J Corporation. | |
| † 3.8 | Certificate of Limited Partnership of Abilene Landfill TX, LP. | |
| † 3.9 | Agreement of Limited Partnership of Abilene Landfill TX, LP, as amended. | |
| † 3.10 | Articles of Incorporation of Action Disposal, Inc. | |
| † 3.11 | Amended and Restated Bylaws of Action Disposal, Inc. | |
| † 3.12 | Articles of Incorporation of Ada County Development Company, Inc. | |
| † 3.13 | Bylaws of Ada County Development Company, Inc. | |
| † 3.14 | Articles of Incorporation of Adrian Landfill, Inc. (f/k/a Adrian County Landfill, Inc., f/k/a Laidlaw Waste Systems (Adrian) Inc., f/k/a Laidlaw Waste Systems (Michigan) Inc., f/k/a Lenawee Disposal Service Company), as amended. | |
| † 3.15 | Amended and Restated Bylaws of Adrian Landfill, Inc. (f/k/a Adrian County Landfill, Inc., f/k/a Laidlaw Waste Systems (Adrian) Inc., f/k/a Laidlaw Waste Systems (Michigan) Inc., f/k/a Lenawee Disposal Service Company), as amended. | |
| † 3.16 | Articles of Incorporation of ADS of Illinois, Inc. (f/k/a American Disposal Services of Illinois, Inc.), as amended. | |
| † 3.17 | Amended and Restated Bylaws of ADS of Illinois, Inc. (f/k/a American Disposal Services of Illinois, Inc.). | |
| † 3.18 | Certificate of Incorporation of ADS, Inc. (f/k/a American Disposal Services, Inc.), as amended. | |
| † 3.19 | Amended and Restated Bylaws of ADS, Inc. (f/k/a American Disposal Services, Inc.). | |
| † 3.20 | Articles of Organization of Agricultural Acquisitions, LLC, as amended. | |
| † 3.21 | Operating Agreement for Agricultural Acquisitions, LLC. | |
| † 3.22 | Articles of Incorporation of Agri-Tech, Inc. of Oregon (f/k/a Agri-Tech Inc.), as amended. | |
| † 3.23 | Amended and Restated Bylaws of Agri-Tech, Inc. of Oregon (f/k/a Agri-Tech Inc.). | |
| † 3.24 | Articles of Incorporation of Alabama Recycling Services, Inc. (f/k/a ECS Environmental Contractors, Inc.), as amended. | |
| † 3.25 | Amended and Restated Bylaws of Alabama Recycling Services, Inc. (f/k/a ECS Environmental Contractors, Inc.). |
II-165
| Exhibit | ||
| Number | Description | |
| † 3.26 | Articles of Incorporation of Albany-Lebanon Sanitation, Inc. (f/k/a The Spay-Redfield Corporation), as amended. | |
| † 3.27 | Amended and Restated Bylaws of Albany-Lebanon Sanitation, Inc. (f/k/a The Spay-Redfield Corporation). | |
| † 3.28 | Articles of Incorporation of Allied Acquisition Pennsylvania, Inc. | |
| † 3.29 | Bylaws of Allied Acquisition Pennsylvania, Inc. | |
| † 3.30 | Articles of Organization of Allied Acquisition Two, Inc. | |
| † 3.31 | Bylaws of Allied Acquisition Two, Inc. | |
| † 3.32 | Certificate of Incorporation of Allied Enviroengineering, Inc. | |
| † 3.33 | Amended and Restated Bylaws of Allied Enviroengineering, Inc. | |
| † 3.34 | Certificate of Formation of Allied Gas Recovery Systems, L.L.C., as amended. | |
| † 3.35 | Operating Agreement of Allied Gas Recovery Systems, L.L.C. | |
| † 3.36 | Certificate of Incorporation of Allied Green Power, Inc. | |
| † 3.37 | Bylaws of Allied Green Power, Inc. | |
| † 3.38 | Certificate of Incorporation of Allied Nova Scotia, Inc., as amended. | |
| † 3.39 | Bylaws of Allied Nova Scotia, Inc. | |
| † 3.40 | Certificate of Formation of Allied Services, LLC, as amended. | |
| † 3.41 | Amended and Restated Operating Agreement of Allied Services, LLC. | |
| † 3.42 | Certificate of Formation of Allied Transfer Systems of New Jersey, LLC. | |
| † 3.43 | Operating Agreement of Allied Transfer Systems of New Jersey, LLC. | |
| † 3.44 | Certificate of Incorporation of Allied Waste Alabama, Inc. | |
| † 3.45 | Bylaws of Allied Waste Alabama, Inc. | |
| † 3.46 | Certificate of Incorporation of Allied Waste Company, Inc. (f/k/a Allied Waste Systems, Inc.), as amended. | |
| † 3.47 | Bylaws of Allied Waste Company, Inc. (f/k/a Allied Waste Systems, Inc.). | |
| † 3.48 | Certificate of Formation of Allied Waste Environmental Management Group, LLC. | |
| † 3.49 | Operating Agreement of Allied Waste Environmental Management Group, LLC. | |
| † 3.50 | Articles of Incorporation of Allied Waste Hauling of Georgia, Inc. | |
| † 3.51 | Bylaws of Allied Waste Hauling of Georgia, Inc. | |
| † 3.52 | Certificate of Incorporation of Allied Waste Holdings (Canada) Ltd. | |
| † 3.53 | Amended and Restated Bylaws of Allied Waste Holdings (Canada) Ltd. | |
| † 3.54 | Articles of Incorporation of Allied Waste Industries (Arizona), Inc. | |
| † 3.55 | Bylaws of Allied Waste Industries (Arizona), Inc. | |
| † 3.56 | Articles of Incorporation of Allied Waste Industries (New Mexico), Inc. | |
| † 3.57 | Bylaws of Allied Waste Industries (New Mexico), Inc. | |
| † 3.58 | Articles of Incorporation of Allied Waste Industries (Southwest), Inc. | |
| † 3.59 | Bylaws of Allied Waste Industries (Southwest), Inc. | |
| † 3.60 | Articles of Incorporation of Allied Waste Industries of Georgia, Inc. |
II-166
| Exhibit | ||
| Number | Description | |
| † 3.61 | Bylaws of Allied Waste Industries of Georgia, Inc. | |
| † 3.62 | Articles of Incorporation of Allied Waste Industries of Illinois, Inc. | |
| † 3.63 | Bylaws of Allied Waste Industries of Illinois, Inc. | |
| † 3.64 | Articles of Incorporation of Allies Waste Industries of Northwest Indiana, Inc. | |
| † 3.65 | Bylaws of Allies Waste Industries of Northwest Indiana, Inc. | |
| † 3.66 | Charter of Allied Waste Industries of Tennessee, Inc. | |
| † 3.67 | Bylaws of Allied Waste Industries of Tennessee, Inc. | |
| † 3.68 | Amended and Restated Certificate of Incorporation of Allied Waste Industries, Inc. | |
| † 3.69 | Amended and Restated Bylaws of Allied Waste Industries, Inc. | |
| † 3.70 | Certificate of Incorporation of Allied Waste Landfill Holdings, Inc. | |
| † 3.71 | Bylaws of Allied Waste Landfill Holdings, Inc. | |
| † 3.72 | Articles of Organization of Allied Waste Niagara Falls Landfill, LLC. | |
| † 3.73 | Operating Agreement of Allied Waste Niagara Falls Landfill, LLC. | |
| † 3.74 | Certificate of Incorporation of Allied Waste North America, Inc. (f/k/a Allied Holdings (United States), Inc.), as amended. | |
| † 3.75 | Bylaws of Allied Waste North America, Inc. (f/k/a Allied Holdings (United States), Inc.). | |
| † 3.76 | Articles of Incorporation of Allied Waste of California, Inc. | |
| † 3.77 | Bylaws of Allied Waste of California, Inc. | |
| † 3.78 | Certificate of Incorporation of Allied Waste of Long Island, Inc. | |
| † 3.79 | Bylaws of Allied Waste of Long Island, Inc. | |
| † 3.80 | Certificate of Incorporation of Allied Waste of New Jersey, Inc. | |
| † 3.81 | Bylaws of Allied Waste of New Jersey, Inc. | |
| † 3.82 | Certificate of Formation of Allied Waste of New Jersey-New York, LLC (f/k/a Allied Waste of New Jersey, LLC), as amended. | |
| † 3.83 | Operating Agreement of Allied Waste of New Jersey-New York, LLC (f/k/a Allied Waste of New Jersey, LLC). | |
| † 3.84 | Certificate of Formation of Allied Waste Recycling Services of New Hampshire, LLC. | |
| † 3.85 | Operating Agreement of Allied Waste Recycling Services of New Hampshire, LLC. | |
| † 3.86 | Certificate of Incorporation of Allied Waste Rural Sanitation, Inc. | |
| † 3.87 | Bylaws of Allied Waste Rural Sanitation, Inc. | |
| † 3.88 | Certificate of Incorporation of Allied Waste Services of Colorado, Inc. | |
| † 3.89 | Bylaws of Allied Waste Services of Colorado, Inc. | |
| † 3.90 | Certificate of Organization of Allied Waste Services of Massachusetts, LLC (f/k/a BFI Waste Services of Massachusetts, LLC), as amended. | |
| † 3.91 | Operating Agreement of Allied Waste Services of Massachusetts, LLC (f/k/a BFI Waste Services of Massachusetts, LLC), as amended. | |
| † 3.92 | Certificate of Formation of Allied Waste Services of North America, LLC. | |
| † 3.93 | Operating Agreement of Allied Waste Services of North America, LLC, as amended. |
II-167
| Exhibit | ||
| Number | Description | |
| † 3.94 | Articles of Incorporation of Allied Waste Services of Page, Inc. (f/k/a PSI Waste Systems, Inc., f/k/a Parks & Sons Intermountain, Inc.), as amended. | |
| † 3.95 | Bylaws of Allied Waste Services of Page, Inc. (f/k/a PSI Waste Systems, Inc., f/k/a Parks & Sons Intermountain, Inc.). | |
| † 3.96 | Articles of Incorporation of Allied Waste Services of Stillwater, Inc. (f/k/a H.E.W. Waste Systems, Inc.), as amended. | |
| † 3.97 | Amended and Restated Bylaws of Allied Waste Services of Stillwater, Inc. (f/k/a H.E.W. Waste Systems, Inc.). | |
| † 3.98 | Certificate of Formation of Allied Waste Sycamore Landfill, LLC. | |
| † 3.99 | Operating Agreement of Allied Waste Sycamore Landfill, LLC. | |
| † 3.100 | Certificate of Incorporation of Allied Waste Systems Holdings, Inc. (f/k/a Laidlaw Waste Systems Holdings, Inc., f/k/a Peabody Sanitary Landfill, Inc.), as amended. | |
| † 3.101 | Bylaws of Allied Waste Systems Holdings, Inc. (f/k/a Laidlaw Waste Systems Holdings, Inc., f/k/a Peabody Sanitary Landfill, Inc.). | |
| † 3.102 | Articles of Organization of Allied Waste Systems of Arizona, LLC. | |
| † 3.103 | Operating Agreement of Allied Waste Systems of Arizona, LLC. | |
| † 3.104 | Articles of Organization of Allied Waste Systems of Colorado, LLC. | |
| † 3.105 | Operating Agreement of Allied Waste Systems of Colorado, LLC. | |
| † 3.106 | Certificate of Formation of Allied Waste Systems of Indiana, LLC. | |
| † 3.107 | Operating Agreement of Allied Waste Systems of Indiana, LLC. | |
| † 3.108 | Articles of Organization of Allied Waste Systems of Michigan, LLC. | |
| † 3.109 | Operating Agreement of Allied Waste Systems of Michigan, LLC. | |
| † 3.110 | Articles of Organization of Allied Waste Systems of Montana, LLC. | |
| † 3.111 | Amended Operating Agreement of Allied Waste Systems of Montana, LLC. | |
| † 3.112 | Certificate of Formation of Allied Waste Systems of New Jersey, LLC. | |
| † 3.113 | Operating Agreement of Allied Waste Systems of New Jersey, LLC. | |
| † 3.114 | Articles of Organization of Allied Waste Systems of North Carolina, LLC. | |
| † 3.115 | Operating Agreement of Allied Waste Systems of North Carolina, LLC. | |
| † 3.116 | Certificate of Organization of Allied Waste Systems of Pennsylvania, LLC (f/k/a BFI Waste Systems of North America, Inc.), as amended. | |
| † 3.117 | Operating Agreement of Allied Waste Systems of Pennsylvania, LLC (f/k/a BFI Waste Systems of North America, Inc.), as amended. | |
| † 3.118 | Certificate of Incorporation of Allied Waste Systems, Inc. (f/k/a Laidlaw Systems Inc., f/k/a Theta Systems, Inc., f/k/a Theta Associates, Inc., f/k/a Theta of Hinsdale, Inc.), as amended. | |
| † 3.119 | Amended and Restated Bylaws of Allied Waste Systems, Inc. (f/k/a Laidlaw Systems Inc., f/k/a Theta Systems, Inc., f/k/a Theta Associates, Inc., f/k/a Theta of Hinsdale, Inc.). | |
| † 3.120 | Certificate of Formation of Allied Waste Transfer Services of Arizona, LLC. | |
| † 3.121 | Operating Agreement of Allied Waste Transfer Services of Arizona, LLC. | |
| † 3.122 | Articles of Organization of Allied Waste Transfer Services of California, LLC. | |
| † 3.123 | Operating Agreement of Allied Waste Transfer Services of California, LLC. |
II-168
| Exhibit | ||
| Number | Description | |
| † 3.124 | Articles of Organization of Allied Waste Transfer Services of Florida, LLC. | |
| † 3.125 | Operating Agreement of Allied Waste Transfer Services of Florida, LLC. | |
| † 3.126 | Articles of Organization of Allied Waste Transfer Services of Iowa, LLC. | |
| † 3.127 | Operating Agreement of Allied Waste Transfer Services of Iowa, LLC. | |
| † 3.128 | Articles of Organization of Allied Waste Transfer Services of Lima, LLC. | |
| † 3.129 | Operating Agreement of Allied Waste Transfer Services of Lima, LLC. | |
| † 3.130 | Articles of Organization of Allied Waste Transfer Services of New York, LLC. | |
| † 3.131 | Operating Agreement of Allied Waste Transfer Services of New York, LLC. | |
| † 3.132 | Articles of Organization of Allied Waste Transfer Services of North Carolina, LLC. | |
| † 3.133 | Operating Agreement of Allied Waste Transfer Services of North Carolina, LLC. | |
| † 3.134 | Articles of Organization of Allied Waste Transfer Services of Oregon, LLC. | |
| † 3.135 | Operating Agreement of Allied Waste Transfer Services of Oregon, LLC. | |
| † 3.136 | Certificate of Formation of Allied Waste Transfer Services of Rhode Island, LLC. | |
| † 3.137 | Operating Agreement of Allied Waste Transfer Services of Rhode Island, LLC. | |
| † 3.138 | Articles of Incorporation of Allied Waste Transfer Services of Utah, Inc. | |
| † 3.139 | Bylaws of Allied Waste Transfer Services of Utah, Inc. | |
| † 3.140 | Certificate of Incorporation of Allied Waste Transportation, Inc. | |
| † 3.141 | Bylaws of Allied Waste Transportation, Inc. | |
| † 3.142 | Certificate of Incorporation of American Disposal Services of Illinois, Inc. (f/k/a County Disposal (Illinois), Inc.), as amended. | |
| † 3.143 | Amended and Restated Bylaws of American Disposal Services of Illinois, Inc. (f/k/a County Disposal (Illinois), Inc.). | |
| † 3.144 | Articles of Incorporation of American Disposal Services of Kansas, Inc. (f/k/a Burgan Trucking and Excavating, Inc.), as amended. | |
| † 3.145 | Amended and Restated Bylaws of American Disposal Services of Kansas, Inc. (f/k/a Burgan Trucking and Excavating, Inc.). | |
| † 3.146 | Certificate of Incorporation of American Disposal Services of Missouri, Inc. (f/k/a Missouri Disposal, Inc., f/k/a Joplin Disposal, Inc.), as amended. | |
| † 3.147 | Amended and Restated Bylaws of American Disposal Services of Missouri, Inc. (f/k/a Missouri Disposal, Inc., f/k/a Joplin Disposal, Inc.). | |
| † 3.148 | Certificate of Incorporation of American Disposal Services of New Jersey, Inc. | |
| † 3.149 | Amended and Restated Bylaws of American Disposal Services of New Jersey, Inc. | |
| † 3.150 | Certificate of Incorporation of American Disposal Services of West Virginia, Inc. | |
| † 3.151 | Amended and Restated Bylaws of American Disposal Services of West Virginia, Inc. | |
| † 3.152 | Certificate of Incorporation of American Disposal Services, Inc., as amended. | |
| † 3.153 | Amended and Restated Bylaws of American Disposal Services, Inc. | |
| † 3.154 | Certificate of Incorporation of American Disposal Transfer Services of Illinois, Inc. | |
| † 3.155 | Amended and Restated Bylaws of American Disposal Transfer Services of Illinois, Inc. | |
| † 3.156 | Certificate of Incorporation of American Materials Recycling Corp. |
II-169
| Exhibit | ||
| Number | Description | |
| † 3.157 | Amended and Restated Bylaws of American Materials Recycling Corp. | |
| † 3.158 | Articles of Incorporation of American Sanitation, Inc. | |
| † 3.159 | Amended and Restated Bylaws of American Sanitation, Inc. | |
| † 3.160 | Certificate of Incorporation of American Transfer Company, Inc. (f/k/a Duffy Ave. Realty Corp.), as amended. | |
| † 3.161 | Amended and Restated Bylaws of American Transfer Company, Inc. | |
| † 3.162 | Certificate of Formation of Anson County Landfill NC, LLC. | |
| † 3.163 | Operating Agreement of Anson County Landfill NC, LLC. | |
| † 3.164 | Articles of Incorporation of Apache Junction Landfill Corporation. | |
| † 3.165 | Bylaws of Apache Junction Landfill Corporation. | |
| † 3.166 | Articles of Incorporation of Arc Disposal Company, Inc. | |
| † 3.167 | Amended and Restated Bylaws of Arc Disposal Company, Inc. | |
| † 3.168 | Articles of Incorporation of Area Disposal, Inc. (f/k/a Advanced Disposal Inc.), as amended. | |
| † 3.169 | Amended and Restated Bylaws of Area Disposal, Inc. (f/k/a Advanced Disposal Inc.). | |
| † 3.170 | Certificate of Formation of Ariana, LLC. | |
| † 3.171 | Second Amended and Restated Operating Agreement of Ariana, LLC. | |
| † 3.172 | Articles of Organization of Atlantic Waste Holding Company, Inc. | |
| † 3.173 | Bylaws of Atlantic Waste Holding Company, Inc. | |
| † 3.174 | Articles of Incorporation of Atlas Transport, Inc. | |
| † 3.175 | Second Amended and Restated Bylaws of Atlas Transport, Inc. | |
| † 3.176 | Certificate of Incorporation of Attwoods of North America, Inc. (f/k/a Stockley Road, Inc.), as amended. | |
| † 3.177 | Amended and Restated Bylaws of Attwoods of North America, Inc. | |
| † 3.178 | Articles of Organization of Autauga County Landfill, LLC. | |
| † 3.179 | Operating Agreement of Autauga County Landfill, LLC. | |
| † 3.180 | Certificate of Incorporation of Automated Modular Systems, Inc., as amended. | |
| † 3.181 | Amended and Restated Bylaws of Automated Modular Systems, Inc. | |
| † 3.182 | Certificate of Incorporation of Autoshred, Inc. (f/k/a Autosred, Inc.), as amended. | |
| † 3.183 | Amended and Restated Bylaws of Autoshred, Inc. (f/k/a Autosred, Inc.). | |
| † 3.184 | Certificate of Incorporation of AWIN Leasing Company, Inc. | |
| † 3.185 | Bylaws of AWIN Leasing Company, Inc. | |
| † 3.186 | Articles of Organization of AWIN Leasing II, LLC. | |
| † 3.187 | Operating Agreement of AWIN Leasing II, LLC. | |
| † 3.188 | Certificate of Incorporation of AWIN Management, Inc. (f/k/a AWIN Finance Company, Inc.), as amended. | |
| † 3.189 | Bylaws of AWIN Management, Inc. (f/k/a AWIN Finance Company, Inc.). | |
| † 3.190 | Charter of Barker Brothers Waste, Incorporated, as amended. | |
| † 3.191 | Amended and Restated Bylaws of Barker Brothers Waste, Incorporated. |
II-170
| Exhibit | ||
| Number | Description | |
| † 3.192 | Articles of Incorporation of Bay Collection Services, Inc. | |
| † 3.193 | Second Amended and Restated Bylaws of Bay Collection Services, Inc. | |
| † 3.194 | Articles of Incorporation of Bay Environmental Management, Inc. (f/k/a RSS Management Corporation), as amended. | |
| † 3.195 | Second Amended and Restated Bylaws of Bay Environmental Management, Inc. (f/k/a RSS Management Corporation). | |
| † 3.196 | Articles of Incorporation of Bay Landfills, Inc. | |
| † 3.197 | Second Amended and Restated Bylaws of Bay Landfills, Inc. | |
| † 3.198 | Articles of Incorporation of Bay Leasing Company, Inc. | |
| † 3.199 | Second Amended and Restated Bylaws of Bay Leasing Company, Inc. | |
| † 3.200 | Certificate of Incorporation of BBCO, Inc. | |
| † 3.201 | Bylaws of BBCO, Inc. | |
| † 3.202 | Articles of Incorporation of Belleville Landfill, Inc. (f/k/a Laidlaw Waste Systems (Belleville) Inc., f/k/a Mid-States Disposal, Inc.), as amended. | |
| † 3.203 | Bylaws of Belleville Landfill, Inc. (f/k/a Laidlaw Waste Systems (Belleville) Inc., f/k/a Mid-States Disposal, Inc.). | |
| † 3.204 | Partnership Agreement of Benson Valley Landfill General Partnership. | |
| † 3.205 | Partnership Agreement of Benton County Development Company. | |
| † 3.206 | Articles of Incorporation of Berkley Sanitary Service, Inc. | |
| † 3.207 | Second Amended and Restated Bylaws of Berkley Sanitary Service, Inc. | |
| † 3.208 | Certificate of Formation of BFGSI, L.L.C. | |
| † 3.209 | Amended and Restated Operating Agreement of BFGSI, L.L.C. | |
| † 3.210 | Certificate of Incorporation of BFI Atlantic, Inc. (f/k/a BFI Argentina, Inc.), as amended. | |
| † 3.211 | Amended and Restated Bylaws of BFI Atlantic, Inc. | |
| † 3.212 | Certificate of Incorporation of BFI Energy Systems of Albany, Inc. | |
| † 3.213 | Amended and Restated Bylaws of BFI Energy Systems of Albany, Inc. | |
| † 3.214 | Certificate of Incorporation of BFI Energy Systems of Delaware County, Inc. | |
| † 3.215 | Amended and Restated Bylaws of BFI Energy Systems of Delaware County, Inc. | |
| † 3.216 | Certificate of Incorporation of BFI Energy Systems of Essex County, Inc. (f/k/a BFI Energy Systems of New Jersey, Inc.), as amended. | |
| † 3.217 | Amended and Restated Bylaws of BFI Energy Systems of Essex County, Inc. | |
| † 3.218 | Certificate of Incorporation of BFI Energy Systems of Hempstead, Inc. | |
| † 3.219 | Amended and Restated Bylaws of BFI Energy Systems of Hempstead, Inc. | |
| † 3.220 | Certificate of Incorporation of BFI Energy Systems of Niagara II, Inc. | |
| † 3.221 | Amended and Restated Bylaws of BFI Energy Systems of Niagara II, Inc. | |
| † 3.222 | Certificate of Incorporation of BFI Energy Systems of Niagara, Inc. (f/k/a BFI Energy Systems of Northwestern Connecticut, Inc.), as amended. | |
| † 3.223 | Amended and Restated Bylaws of BFI Energy Systems of Niagara, Inc. | |
| † 3.224 | Certificate of Incorporation of BFI Energy Systems of SEMASS, Inc. |
II-171
| Exhibit | ||
| Number | Description | |
| † 3.225 | Amended and Restated Bylaws of BFI Energy Systems of SEMASS, Inc. | |
| † 3.226 | Certificate of Incorporation of BFI Energy Systems of Southeastern Connecticut, Inc. | |
| † 3.227 | Amended and Restated Bylaws of BFI Energy Systems of Southeastern Connecticut, Inc. | |
| † 3.228 | Certificate of Limited Partnership of BFI Energy Systems of Southeastern Connecticut, Limited Partnership, as amended. | |
| † 3.229 | Agreement of Limited Partnership of BFI Energy Systems of Southeastern Connecticut, Limited Partnership. | |
| † 3.230 | Certificate of Incorporation of BFI International, Inc. (f/k/a Browning-Ferris Overseas, Inc.), as amended. | |
| † 3.231 | Amended and Restated Bylaws of BFI International, Inc. | |
| † 3.232 | Certificate of Incorporation of BFI REF-FUEL, INC. | |
| † 3.233 | Amended and Restated Bylaws of BFI REF-FUEL, INC. | |
| † 3.234 | Certificate of Incorporation of BFI Trans River (GP), Inc. (f/k/a BFI Energy Systems of Kent/Sussex, Inc.), as amended. | |
| † 3.235 | Amended and Restated Bylaws of BFI Trans River (GP), Inc. | |
| † 3.236 | Certificate of Formation of BFI Transfer Systems of Alabama, LLC. | |
| † 3.237 | Operating Agreement of BFI Transfer Systems of Alabama, LLC, as amended. | |
| † 3.238 | Certificate of Formation of BFI Transfer Systems of DC, LLC. | |
| † 3.239 | Operating Agreement of BFI Transfer Systems of DC, LLC. | |
| † 3.240 | Certificate of Formation of BFI Transfer Systems of Georgia, LLC. | |
| † 3.241 | Operating Agreement of BFI Transfer Systems of Georgia, LLC. | |
| † 3.242 | Certificate of Formation of BFI Transfer Systems of Maryland, LLC (f/k/a BFI Transfer Systems of Kentucky, LLC), as amended. | |
| † 3.243 | Operating Agreement of BFI Transfer Systems of Maryland, LLC (f/k/a BFI Transfer Systems of Kentucky, LLC), as amended. | |
| † 3.244 | Certificate of Organization of BFI Transfer Systems of Massachusetts, LLC. | |
| † 3.245 | Operating Agreement of BFI Transfer Systems of Massachusetts, LLC, as amended. | |
| † 3.246 | Certificate of Formation of BFI Transfer Systems of Mississippi, LLC (f/k/a BFI Transfer Systems of Tennessee, LLC), as amended. | |
| † 3.247 | Operating Agreement of BFI Transfer Systems of Mississippi, LLC (f/k/a BFI Transfer Systems of Tennessee, LLC). | |
| † 3.248 | Certificate of Incorporation of BFI Transfer Systems of New Jersey, Inc., as amended. | |
| † 3.249 | Amended and Restated Bylaws of BFI Transfer Systems of New Jersey, Inc. | |
| † 3.250 | Certificate of Organization of BFI Transfer Systems of Pennsylvania, LLC. | |
| † 3.251 | Operating Agreement of BFI Transfer Systems of Pennsylvania, LLC, as amended. | |
| † 3.252 | Certificate of Limited Partnership of BFI Transfer Systems of Texas, LP. | |
| † 3.253 | Agreement of Limited Partnership of BFI Transfer Systems of Texas, LP, as amended. | |
| † 3.254 | Certificate of Formation of BFI Transfer Systems of Virginia, LLC. | |
| † 3.255 | Operating Agreement of BFI Transfer Systems of Virginia, LLC, as amended. |
II-172
| Exhibit | ||
| Number | Description | |
| † 3.256 | Certificate of Limited Partnership of BFI Waste Services of Indiana, LP, as amended. | |
| † 3.257 | Agreement of Limited Partnership of BFI Waste Services of Indiana, LP, as amended. | |
| † 3.258 | Certificate of Organization of BFI Waste Services of Pennsylvania, LLC. | |
| † 3.259 | Operating Agreement of BFI Waste Services of Pennsylvania, LLC, as amended. | |
| † 3.260 | Certificate of Formation of BFI Waste Services of Tennessee, LLC. | |
| † 3.261 | Operating Agreement of BFI Waste Services of Tennessee, LLC. | |
| † 3.262 | Certificate of Limited Partnership of BFI Waste Services of Texas, LP. | |
| † 3.263 | Agreement of Limited Partnership of BFI Waste Services of Texas, LP, as amended. | |
| † 3.264 | Certificate of Formation of BFI Waste Services, LLC, as amended. | |
| † 3.265 | Operating Agreement of BFI Waste Services, LLC, as amended. | |
| † 3.266 | Certificate of Formation of BFI Waste Systems of Alabama, LLC. | |
| † 3.267 | Operating Agreement of BFI Waste Systems of Alabama, LLC, as amended. | |
| † 3.268 | Certificate of Formation of BFI Waste Systems of Arkansas, LLC. | |
| † 3.269 | Operating Agreement of BFI Waste Systems of Arkansas, LLC, as amended. | |
| † 3.270 | Certificate of Formation of BFI Waste Systems of Georgia, LLC. | |
| † 3.271 | Operating Agreement of BFI Waste Systems of Georgia, LLC, as amended. | |
| † 3.272 | Certificate of Limited Partnership of BFI Waste Systems of Indiana, LP. | |
| † 3.273 | Agreement of Limited Partnership of BFI Waste Systems of Indiana, LP. | |
| † 3.274 | Certificate of Formation of BFI Waste Systems of Kentucky, LLC. | |
| † 3.275 | Operating Agreement of BFI Waste Systems of Kentucky, LLC. | |
| † 3.276 | Certificate of Formation of BFI Waste Systems of Louisiana, LLC. | |
| † 3.277 | Operating Agreement of BFI Waste Systems of Louisiana, LLC, as amended. | |
| † 3.278 | Certificate of Organization of BFI Waste Systems of Massachusetts, LLC. | |
| † 3.279 | Operating Agreement of BFI Waste Systems of Massachusetts, LLC. | |
| † 3.280 | Certificate of Formation of BFI Waste Systems of Mississippi, LLC. | |
| † 3.281 | Operating Agreement of BFI Waste Systems of Mississippi, LLC, as amended. | |
| † 3.282 | Certificate of Formation of BFI Waste Systems of Missouri, LLC. | |
| † 3.283 | Operating Agreement of BFI Waste Systems of Missouri, LLC, as amended. | |
| † 3.284 | Certificate of Incorporation of BFI Waste Systems of New Jersey, Inc. (f/k/a Browning-Ferris Industries, of Elizabeth, N.J., Inc., f/k/a Elizabeth Disposal, Inc.), as amended. | |
| † 3.285 | Amended and Restated Bylaws of BFI Waste Systems of New Jersey, Inc. | |
| † 3.286 | Certificate of Formation of BFI Waste Systems of North America, LLC (f/k/a BFI Waste Systems of North America, Inc., f/k/a BFI Transportation, Inc.), as amended. | |
| † 3.287 | Operating Agreement of BFI Waste Systems of North America, LLC. | |
| † 3.288 | Certificate of Formation of BFI Waste Systems of North Carolina, LLC. | |
| † 3.289 | Operating Agreement of BFI Waste Systems of North Carolina, LLC. | |
| † 3.290 | Articles of Organization of BFI Waste Systems of Oklahoma, LLC. |
II-173
| Exhibit | ||
| Number | Description | |
| † 3.291 | Operating Agreement of BFI Waste Systems of Oklahoma, LLC, as amended. | |
| † 3.292 | Certificate of Formation of BFI Waste Systems of South Carolina, LLC. | |
| † 3.293 | Operating Agreement of BFI Waste Systems of South Carolina, LLC. | |
| † 3.294 | Certificate of Formation of BFI Waste Systems of Tennessee, LLC. | |
| † 3.295 | Operating Agreement of BFI Waste Systems of Tennessee, LLC, as amended. | |
| † 3.296 | Certificate of Formation of BFI Waste Systems of Virginia, LLC. | |
| † 3.297 | Operating Agreement of BFI Waste Systems of Virginia, LLC, as amended. | |
| † 3.298 | Articles of Incorporation of Bio-Med of Oregon, Inc. (f/k/a O. D. Recycling, Ltd., f/k/a Pacific Energy Recovery, Inc.), as amended. | |
| † 3.299 | Amended and Restated Bylaws of Bio-Med of Oregon, Inc. | |
| † 3.300 | Articles of Incorporation of BLT Enterprises of Oxnard, Inc., as amended. | |
| † 3.301 | Second Amended and Restated Bylaws of BLT Enterprises of Oxnard, Inc. | |
| † 3.302 | Partnership Agreement of Blue Ridge Landfill General Partnership. | |
| † 3.303 | Certificate of Limited Partnership of Blue Ridge Landfill TX, LP (f/k/a BFI Waste Systems of Texas, LP), as amended. | |
| † 3.304 | Agreement of Limited Partnership of Blue Ridge Landfill TX, LP (f/k/a BFI Waste Systems of Texas, LP), as amended. | |
| † 3.305 | Certificate of Incorporation of Bond County Landfill, Inc. (f/k/a Kankeekee RDF Landfill, Inc., f/k/a Draw Acquisition Company Twenty-Three), as amended. | |
| † 3.306 | Bylaws of Bond County Landfill, Inc. (f/k/a Kankeekee RDF Landfill, Inc., f/k/a Draw Acquisition Company Twenty-Three). | |
| † 3.307 | Articles of Incorporation of Borrego Landfill, Inc. | |
| † 3.308 | Bylaws of Borrego Landfill, Inc. | |
| † 3.309 | Articles of Incorporation of Borrow Pit Corp. | |
| † 3.310 | Amended and Restated Bylaws of Borrow Pit Corp. | |
| 3.311 | Certificate of Limited Partnership of Brenham Total Roll-Offs, LP. | |
| 3.312 | Agreement of Limited Partnership of Brenham Total Roll-Offs, LP. | |
| 3.313 | Articles of Incorporation of Brickyard Disposal & Recycling, Inc. (f/k/a H/L Disposal Co.), as amended. | |
| 3.314 | Amended and Restated Bylaws of Brickyard Disposal & Recycling, Inc. | |
| 3.315 | Certificate of Formation of Bridgeton Landfill, LLC. | |
| 3.316 | Operating Agreement of Bridgeton Landfill, LLC. | |
| 3.317 | Certificate of Formation of Bridgeton Transfer Station, LLC. | |
| 3.318 | Operating Agreement of Bridgeton Transfer Station, LLC. | |
| 3.319 | Certificate of Incorporation of Browning-Ferris Financial Services, Inc. | |
| 3.320 | Amended and Restated Bylaws of Browning-Ferris Financial Services, Inc. | |
| 3.321 | Articles of Incorporation of Browning-Ferris Industries Chemical Services, Inc. | |
| 3.322 | Amended and Restated Bylaws of Browning-Ferris Industries Chemical Services, Inc. |
II-174
| Exhibit | ||
| Number | Description | |
| 3.323 | Articles of Incorporation of Browning-Ferris Industries of California, Inc. (f/k/a Browning-Ferris Industries of Southern California, Inc., f/k/a BFI Waste Systems of Southern California, Inc.), as amended. | |
| 3.324 | Amended and Restated Bylaws of Browning-Ferris Industries of California, Inc. | |
| 3.325 | Certificate of Incorporation of Browning-Ferris Industries of Florida, Inc. | |
| 3.326 | Amended and Restated Bylaws of Browning-Ferris Industries of Florida, Inc. | |
| 3.327 | Certificate of Incorporation of Browning-Ferris Industries of Illinois, Inc. (f/k/a BFI of Illinois, Inc.), as amended. | |
| 3.328 | Amended and Restated Bylaws of Browning-Ferris Industries of Illinois, Inc. | |
| 3.329 | Certificate of Incorporation of Browning-Ferris Industries of New Jersey, Inc. | |
| 3.330 | Amended and Restated Bylaws of Browning-Ferris Industries of New Jersey, Inc. | |
| 3.331 | Certificate of Incorporation of Browning-Ferris Industries of New York, Inc. (f/k/a Modern Waste Service, Inc., f/k/a T. Pedone & Sons, Inc.), as amended. | |
| 3.332 | Amended and Restated Bylaws of Browning-Ferris Industries of New York, Inc. | |
| 3.333 | Certificate of Incorporation of Browning-Ferris Industries of Ohio, Inc., as amended. | |
| 3.334 | Amended and Restated Bylaws of Browning-Ferris Industries of Ohio, Inc. | |
| 3.335 | Restated Charter of Browning-Ferris Industries of Tennessee, Inc. (f/k/a Browning-Ferris Industries of Memphis, Inc., f/k/a Patterson Waste Control, Inc., f/k/a PWC, Inc.). | |
| 3.336 | Amended and Restated Bylaws of Browning-Ferris Industries of Tennessee, Inc. | |
| 3.337 | Articles of Organization of Browning-Ferris Industries, Inc. (f/k/a BFI Waste Systems of | |
| Massachusetts, Inc., f/k/a Dooley Bros., Inc.), as amended. | ||
| 3.338 | Amended and Restated Bylaws of Browning-Ferris Industries, Inc. | |
| 3.339 | Certificate of Formation of Browning-Ferris Industries, LLC (f/k/a Browning-Ferris Industries, Inc.). | |
| 3.340 | Operating Agreement of Browning-Ferris Industries, LLC. | |
| 3.341 | Certificate of Incorporation of Browning-Ferris Services, Inc., as amended. | |
| 3.342 | Amended and Restated Bylaws of Browning-Ferris Services, Inc. | |
| 3.343 | Articles of Incorporation of Browning-Ferris, Inc. | |
| 3.344 | Amended and Restated Bylaws of Browning-Ferris, Inc. | |
| 3.345 | Certificate of Formation of Brunswick Waste Management Facility, LLC (f/k/a Brunswick County Landfill, LLC), as amended. | |
| 3.346 | Operating Agreement of Brunswick Waste Management Facility, LLC (f/k/a Brunswick County Landfill, LLC). | |
| 3.347 | Articles of Incorporation of Bunting Trash Service, Inc. | |
| 3.348 | Amended and Restated Bylaws of Bunting Trash Service, Inc. | |
| 3.349 | Certificate of Formation of Butler County Landfill, LLC. | |
| 3.350 | Operating Agreement of Butler County Landfill, LLC. | |
| 3.351 | Articles of Organization of C & C Expanded Sanitary Landfill, LLC. | |
| 3.352 | Operating Agreement of C & C Expanded Sanitary Landfill, LLC. | |
| 3.353 | Articles of Organization of Cactus Waste Systems, LLC (f/k/a Cactus Waste Systems LLC), as amended. |
II-175
| Exhibit | ||
| Number | Description | |
| 3.354 | Amended and Restated Operating Agreement of Cactus Waste Systems, LLC. | |
| 3.355 | Articles of Incorporation of Calvert Trash Systems, Incorporated (f/k/a GLJ Equipment Company, Incorporated), as amended. | |
| 3.356 | Amended and Restated Bylaws of Calvert Trash Systems, Incorporated. | |
| 3.357 | Certificate of Limited Partnership of Camelot Landfill TX, LP. | |
| 3.358 | Agreement of Limited Partnership of Camelot Landfill TX, LP. | |
| 3.359 | Articles of Incorporation of Capitol Recycling and Disposal, Inc., as amended. | |
| 3.360 | Amended and Restated Bylaws of Capitol Recycling and Disposal, Inc. | |
| 3.361 | Articles of Organization of Carbon Limestone Landfill, LLC. | |
| 3.362 | Operating Agreement of Carbon Limestone Landfill, LLC. | |
| 3.363 | Certificate of Incorporation of CC Landfill, Inc. | |
| 3.364 | Bylaws of CC Landfill, Inc. | |
| 3.365 | Certificate of Incorporation of CECOS International, Inc. (f/k/a CECOS, Chemical and Environmental Conservation Systems, Inc., f/k/a Newco Chemical Waste Systems, Inc.), as amended. | |
| 3.366 | Amended and Restated Bylaws of CECOS International, Inc. | |
| 3.367 | Certificate of Limited Partnership of Cefe Landfill TX, LP (f/k/a BFI Elliott Landfill TX, LP), as amended. | |
| 3.368 | Agreement of Limited Partnership of Cefe Landfill TX, LP (f/k/a BFI Elliott Landfill TX, LP), as amended. | |
| 3.369 | Articles of Incorporation of Celina Landfill, Inc. (f/k/a Laidlaw Waste Systems (Celina), Inc., f/k/a Laidlaw Waste Systems (Ohio) Inc., f/k/a WBT, Inc.), as amended. | |
| 3.370 | Code of Regulations of Celina Landfill, Inc. (f/k/a Laidlaw Waste Systems (Celina), Inc., f/k/a Laidlaw Waste Systems (Ohio) Inc., f/k/a WBT, Inc.). | |
| 3.371 | Articles of Incorporation of Central Arizona Transfer, Inc. | |
| 3.372 | Bylaws of Central Arizona Transfer, Inc. | |
| 3.373 | Articles of Incorporation of Central Sanitary Landfill, Inc., as amended. | |
| 3.374 | Bylaws of Central Sanitary Landfill, Inc. | |
| 3.375 | Articles of Organization of Central Virginia Properties, LLC. | |
| 3.376 | Operating Agreement of Central Virginia Properties, LLC. | |
| 3.377 | Articles of Incorporation of Charter Evaporation Resource Recovery Systems, as amended. | |
| 3.378 | Amended and Restated Bylaws of Charter Evaporation Resource Recovery Systems. | |
| 3.379 | Articles of Incorporation of Cherokee Run Landfill, Inc. (f/k/a Laidlaw Waste Systems (Bellefontaine) Inc., f/k/a Logan Waste Control, Inc.), as amended. | |
| 3.380 | Regulations of Cherokee Run Landfill, Inc. (f/k/a Laidlaw Waste Systems (Bellefontaine) Inc., f/k/a Logan Waste Control, Inc.). | |
| 3.381 | Certificate of Formation of Chilton Landfill, LLC. | |
| 3.382 | Operating Agreement of Chilton Landfill, LLC. | |
| 3.383 | Articles of Incorporation of Citizens Disposal, Inc., as amended. | |
| 3.384 | Bylaws of Citizens Disposal, Inc. |
II-176
| Exhibit | ||
| Number | Description | |
| 3.385 | Articles of Incorporation of City-Star Services, Inc., as amended. | |
| 3.386 | Bylaws of City-Star Services, Inc. | |
| 3.387 | Articles of Incorporation of Clarkston Disposal, Inc., as amended. | |
| 3.388 | Bylaws of Clarkston Disposal, Inc. | |
| 3.389 | Partnership Agreement of Clinton County Landfill Partnership. | |
| 3.390 | Certificate of Incorporation of Cocopah Landfill, Inc. | |
| 3.391 | Bylaws of Cocopah Landfill, Inc. | |
| 3.392 | Certificate of Incorporation of Compactor Rental Systems of Delaware, Inc. (f/k/a Republic Industries Compactor Rental, Inc.), as amended. | |
| 3.393 | Amended and Restated Bylaws of Compactor Rental Systems of Delaware, Inc. | |
| 3.394 | Certificate of Formation of Consolidated Disposal Service, L.L.C. (f/k/a L.A. County, LLC), as amended. | |
| 3.395 | Third Amended and Restated Operating Agreement of Consolidated Disposal Service, L.L.C. | |
| 3.396 | Certificate of Formation of Continental Waste Industries, L.L.C. (f/k/a Continental Waste Industries, Inc.), as amended. | |
| 3.397 | Operating Agreement of Continental Waste Industries, L.L.C. | |
| 3.398 | Certificate of Incorporation of Copper Mountain Landfill, Inc. | |
| 3.399 | Bylaws of Copper Mountain Landfill, Inc. | |
| 3.400 | Articles of Incorporation of Corvallis Disposal Co., as amended. | |
| 3.401 | Amended and Restated Bylaws of Corvallis Disposal Co. | |
| 3.402 | Certificate of Incorporation of County Disposal (Ohio), Inc. | |
| 3.403 | Amended and Restated Bylaws of County Disposal (Ohio), Inc. | |
| 3.404 | Certificate of Incorporation of County Disposal, Inc., as amended. | |
| 3.405 | Amended and Restated Bylaws of County Disposal, Inc. | |
| 3.406 | Articles of Organization of County Environmental Landfill, LLC. | |
| 3.407 | Operating Agreement of County Environmental Landfill, LLC. | |
| 3.408 | Articles of Organization of County Land Development Landfill, LLC (f/k/a County Land Development Sanitary Landfill, LLC), as amended. | |
| 3.409 | Operating Agreement of County Land Development Landfill, LLC (f/k/a County Land Development Sanitary Landfill, LLC). | |
| 3.410 | Certificate of Incorporation of County Landfill, Inc. | |
| 3.411 | Amended and Restated Bylaws of County Landfill, Inc. | |
| 3.412 | Partnership Agreement of County Line Landfill Partnership, as amended. | |
| 3.413 | Certificate of Formation of Courtney Ridge Landfill, LLC. | |
| 3.414 | Operating Agreement of Courtney Ridge Landfill, LLC. | |
| 3.415 | Articles of Organization of Crescent Acres Landfill, LLC. | |
| 3.416 | Operating Agreement of Crescent Acres Landfill, LLC. | |
| 3.417 | Articles of Incorporation of Crockett Sanitary Service, Inc. (f/k/a Crockett Garbage Service, Inc.), as amended. |
II-177
| Exhibit | ||
| Number | Description | |
| 3.418 | Second Amended and Restated Bylaws of Crockett Sanitary Service, Inc. | |
| 3.419 | Certificate of Limited Partnership of Crow Landfill TX, L.P. | |
| 3.420 | Agreement of Limited Partnership of Crow Landfill TX, L.P., as amended. | |
| 3.421 | Articles of Organization of Cumberland County Development Company, LLC (f/k/a Charlotte County Development Company, LLC). | |
| 3.422 | Operating Agreement of Cumberland County Development Company, LLC (f/k/a Charlotte County Development Company, LLC). | |
| 3.423 | Articles of Incorporation of CWI of Illinois, Inc. (f/k/a Continental Waste Industries of Illinois, Inc., f/k/a Continental Waste Industries Venture, Inc., f/k/a Continential Wast Industries Venture, Inc.), as amended. | |
| 3.424 | Amended and Restated Bylaws of CWI of Illinois, Inc. | |
| 3.425 | Articles of Incorporation of CWI of Missouri, Inc. (f/k/a Tutor Jr. Refuse Service, Inc.), as amended. | |
| 3.426 | Amended and Restated Bylaws of CWI of Missouri, Inc. | |
| 3.427 | Certificate of Formation of D & L Disposal, L.L.C. | |
| 3.428 | Amended and Restated Operating Agreement of D & L Disposal, L.L.C. | |
| 3.429 | Articles of Incorporation of Dallas Disposal Co. (f/k/a Dallas Garbage Disposal Co., f/k/a Kelman Garbage Disposal Company), as amended. | |
| 3.430 | Amended and Restated Bylaws of Dallas Disposal Co. | |
| 3.431 | Articles of Incorporation of Delta Container Corporation. | |
| 3.432 | Bylaws of Delta Container Corporation. | |
| 3.433 | Articles of Incorporation of Delta Dade Recycling Corp. | |
| 3.434 | Amended and Restated Bylaws of Delta Dade Recycling Corp. | |
| 3.435 | Articles of Incorporation of Delta Paper Stock, Co. | |
| 3.436 | Bylaws of Delta Paper Stock, Co. | |
| 3.437 | Articles of Incorporation of Delta Resources Corp. | |
| 3.438 | Amended and Restated Bylaws of Delta Resources Corp. | |
| 3.439 | Articles of Incorporation of Delta Site Development Corp. | |
| 3.440 | Amended and Restated Bylaws of Delta Site Development Corp. | |
| 3.441 | Articles of Incorporation of Delta Waste Corp. | |
| 3.442 | Amended and Restated Bylaws of Delta Waste Corp. | |
| 3.443 | Articles of Incorporation of Dempsey Waste Systems II, Inc. | |
| 3.444 | Bylaws of Dempsey Waste Systems II, Inc. | |
| 3.445 | Articles of Incorporation of Denver RL North, Inc. | |
| 3.446 | Bylaws of Denver RL North, Inc. | |
| 3.447 | Certificate of Limited Partnership of Desarrollo del Rancho La Gloria TX, LP (f/k/a Donna Development Co. TX, LP), as amended. | |
| 3.448 | Agreement of Limited Partnership of Desarrollo del Rancho La Gloria TX, LP (f/k/a Donna Development Co. TX, LP). | |
| 3.449 | Articles of Incorporation of Dinverno, Inc., as amended. |
II-178
| Exhibit | ||
| Number | Description | |
| 3.450 | Amended and Restated Bylaws of Dinverno, Inc. | |
| 3.451 | Articles of Incorporation of DTC Management, Inc. | |
| 3.452 | Amended and Restated Bylaws of DTC Management, Inc. | |
| 3.453 | Certificate of Formation of E Leasing Company, LLC, as amended. | |
| 3.454 | Limited Liability Company Agreement of E Leasing Company, LLC, as amended. | |
| 3.455 | Articles of Incorporation of Eagle Industries Leasing, Inc. | |
| 3.456 | Amended and Restated Bylaws of Eagle Industries Leasing, Inc., as amended. | |
| 3.457 | Certificate of Incorporation of East Chicago Compost Facility, Inc. | |
| 3.458 | Bylaws of East Chicago Compost Facility, Inc. | |
| 3.459 | Certificate of Incorporation of ECDC Environmental of Humboldt County, Inc. | |
| 3.460 | Bylaws of ECDC Environmental of Humboldt County, Inc. | |
| 3.461 | Articles of Organization of ECDC Environmental, L.C. (f/k/a ECDFP, L.C.), as amended. | |
| 3.462 | Amended and Restated Operating Agreement of ECDC Environmental, L.C. | |
| 3.463 | Certificate of Incorporation of ECDC Holdings, Inc. | |
| 3.464 | Bylaws of ECDC Holdings, Inc. | |
| 3.465 | Certificate of Limited Partnership of El Centro Landfill, L.P., as amended. | |
| 3.466 | Amended and Restated Partnership Agreement of El Centro Landfill, L.P., as amended. | |
| 3.467 | Articles of Incorporation of Elder Creek Transfer & Recovery, Inc. | |
| 3.468 | Bylaws of Elder Creek Transfer & Recovery, Inc. | |
| 3.469 | Certificate of Limited Partnership of Ellis County Landfill TX, LP, as amended. | |
| 3.470 | Agreement of Limited Partnership of Ellis County Landfill TX, LP, as amended. | |
| 3.471 | Certificate of Formation of Ellis Scott Landfill MO, LLC. | |
| 3.472 | Operating Agreement of Ellis Scott Landfill MO, LLC. | |
| 3.473 | Articles of Incorporation of Envirocycle, Inc. | |
| 3.474 | Amended and Restated Bylaws of Envirocycle, Inc. | |
| 3.475 | Certificate of Incorporation of Environmental Development Corp., as amended. | |
| 3.476 | Amended and Restated Bylaws of Environmental Development Corp. | |
| 3.477 | Articles of Incorporation of Environmental Reclamation Company, as amended. | |
| 3.478 | Amended and Restated Bylaws of Environmental Reclamation Company, as amended. | |
| 3.479 | Certificate of Incorporation of EnvironTech, Inc. | |
| 3.480 | Amended and Restated Bylaws of EnvironTech, Inc. | |
| 3.481 | Certificate of Formation of Envotech-Illinois L.L.C. | |
| 3.482 | Amended and Restated Operating Agreement of Envotech-Illinois L.L.C. | |
| 3.483 | Certificate of Incorporation of Evergreen Scavenger Service, Inc. (f/k/a Evergreen Scavenger Services, Inc., f/k/a Workman Services, Inc.), as amended. | |
| 3.484 | Amended and Restated Bylaws of Evergreen Scavenger Service, Inc. | |
| 3.485 | Certificate of Formation of Evergreen Scavenger Service, L.L.C., as amended. |
II-179
| Exhibit | ||
| Number | Description | |
| 3.486 | Amended and Restated Operating Agreement of Evergreen Scavenger Service, L.L.C. | |
| 3.487 | Articles of Organization of F.P. McNamara Rubbish Removal Inc. | |
| 3.488 | Amended and Restated Bylaws of F.P. McNamara Rubbish Removal Inc. | |
| 3.489 | Articles of Organization of Flint Hill Road, LLC. | |
| 3.490 | Operating Agreement of Flint Hill Road, LLC. | |
| 3.491 | Articles of Incorporation of FLL, Inc. (f/k/a KCL & K — M, Inc.), as amended. | |
| 3.492 | Amended and Restated Bylaws of FLL, Inc. | |
| 3.493 | Certificate of Formation of Forest View Landfill, LLC. | |
| 3.494 | Operating Agreement of Forest View Landfill, LLC. | |
| 3.495 | Certificate of Limited Partnership of Fort Worth Landfill TX, LP. | |
| 3.496 | Agreement of Limited Partnership of Fort Worth Landfill TX, LP, as amended. | |
| 3.497 | Articles of Incorporation of Forward, Inc. | |
| 3.498 | Amended and Restated Bylaws of Forward, Inc. | |
| 3.499 | Articles of Incorporation of Fred Barbara Trucking Co., Inc. | |
| 3.500 | Amended and Restated Bylaws of Fred Barbara Trucking Co., Inc. | |
| 3.501 | Articles of Organization of Frontier Waste Services (Colorado), LLC, as amended. | |
| 3.502 | Operating Agreement of Frontier Waste Services (Colorado), LLC. | |
| 3.503 | Amended and Restated Articles of Organization of Frontier Waste Services (Utah), LLC. | |
| 3.504 | Operating Agreement of Frontier Waste Services (Utah), LLC. | |
| 3.505 | Articles of Organization of Frontier Waste Services of Louisiana L.L.C. | |
| 3.506 | Operating Agreement of Frontier Waste Services of Louisiana L.L.C. | |
| 3.507 | Certificate of Limited Partnership of Frontier Waste Services, L.P. (f/k/a Frontier Disposal, L.P.), as amended. | |
| 3.508 | Amended and Restated Agreement of Limited Partnership of Frontier Waste Services, L.P. | |
| 3.509 | Articles of Incorporation of G. Van Dyken Disposal Inc. | |
| 3.510 | Bylaws of G. Van Dyken Disposal Inc. | |
| 3.511 | Certificate of Limited Partnership of Galveston County Landfill TX, LP. | |
| 3.512 | Agreement of Limited Partnership of Galveston County Landfill TX, LP, as amended. | |
| 3.513 | Articles of Organization of Gateway Landfill, LLC, as amended. | |
| 3.514 | Amended and Restated Operating Agreement of Gateway Landfill, LLC. | |
| 3.515 | Articles of Incorporation of GEK, Inc., as amended. | |
| 3.516 | Amended and Restated Bylaws of GEK, Inc. | |
| 3.517 | Certificate of Incorporation of General Refuse Rolloff Corp. | |
| 3.518 | Amended and Restated Bylaws of General Refuse Rolloff Corp. | |
| 3.519 | Articles of Organization of General Refuse Service of Ohio, L.L.C., as amended. | |
| 3.520 | Amended and Restated Operating Agreement of General Refuse Service of Ohio, L.L.C. | |
| 3.521 | Certificate of Incorporation of Georgia Recycling Services, Inc. |
II-180
| Exhibit | ||
| Number | Description | |
| 3.522 | Amended and Restated Bylaws of Georgia Recycling Services, Inc. | |
| 3.523 | Certificate of Limited Partnership of Giles Road Landfill TX, LP. | |
| 3.524 | Agreement of Limited Partnership of Giles Road Landfill TX, LP. | |
| 3.525 | Articles of Incorporation of Golden Bear Transfer Services, Inc. | |
| 3.526 | Amended and Restated Bylaws of Golden Bear Transfer Services, Inc. | |
| 3.527 | Certificate of Limited Partnership of Golden Triangle Landfill TX, LP. | |
| 3.528 | Agreement of Limited Partnership of Golden Triangle Landfill TX, LP, as amended. | |
| 3.529 | Articles of Incorporation of Golden Waste Disposal, Inc. | |
| 3.530 | Bylaws of Golden Waste Disposal, Inc. | |
| 3.531 | Articles of Incorporation of Grants Pass Sanitation, Inc., as amended. | |
| 3.532 | Amended and Restated Bylaws of Grants Pass Sanitation, Inc. | |
| 3.533 | Certificate of Incorporation of Great Lakes Disposal Service, Inc. | |
| 3.534 | Amended and Restated Bylaws of Great Lakes Disposal Service, Inc. | |
| 3.535 | Certificate of Formation of Great Plains Landfill OK, LLC. | |
| 3.536 | Operating Agreement of Great Plains Landfill OK, LLC. | |
| 3.537 | Partnership Agreement of Green Valley Landfill General Partnership. | |
| 3.538 | Certificate of Organization of Greenridge Reclamation, LLC. | |
| 3.539 | Operating Agreement of Greenridge Reclamation, LLC. | |
| 3.540 | Certificate of Organization of Greenridge Waste Services, LLC. | |
| 3.541 | Operating Agreement of Greenridge Waste Services, LLC. | |
| 3.542 | Certificate of Limited Partnership of Greenwood Landfill TX, LP. | |
| 3.543 | Agreement of Limited Partnership of Greenwood Landfill TX, LP. | |
| 3.544 | Certificate of Limited Partnership of Gulf West Landfill TX, LP. | |
| 3.545 | Agreement of Limited Partnership of Gulf West Landfill TX, LP, as amended. | |
| 3.546 | Articles of Incorporation of Gulfcoast Waste Service, Inc. | |
| 3.547 | Amended and Restated Bylaws of Gulfcoast Waste Service, Inc. | |
| 3.548 | Certificate of Formation of H Leasing Company, LLC, as amended. | |
| 3.549 | Limited Liability Company Agreement of H Leasing Company, LLC, as amended. | |
| 3.550 | Certificate of Formation of Hancock County Development Company, LLC. | |
| 3.551 | Operating Agreement of Hancock County Development Company, LLC. | |
| 3.552 | Articles of Incorporation of Harland’s Sanitary Landfill, Inc. (f/k/a White’s Sanitary Landfill, Inc., f/k/a White’s Trucking & Sanitary Landfill, Inc.), as amended. | |
| 3.553 | Bylaws of Harland’s Sanitary Landfill, Inc. | |
| 3.554 | Certificate of Formation of Harrison County Landfill, LLC. | |
| 3.555 | Operating Agreement of Harrison County Landfill, LLC. | |
| 3.556 | Articles of Incorporation of Honeygo Run Reclamation Center, Inc., as amended. | |
| 3.557 | Amended and Restated Bylaws of Honeygo Run Reclamation Center, Inc. |
II-181
| Exhibit | ||
| Number | Description | |
| 3.558 | Partnership Agreement of Illiana Disposal Partnership, as amended. | |
| 3.559 | Articles of Incorporation of Illinois Landfill, Inc. | |
| 3.560 | Bylaws of Illinois Landfill, Inc. | |
| 3.561 | Articles of Incorporation of Illinois Recycling Services, Inc. | |
| 3.562 | Amended and Restated Bylaws of Illinois Recycling Services, Inc. | |
| 3.563 | Articles of Incorporation of Illinois Valley Recycling, Inc., as amended. | |
| 3.564 | Amended and Restated Bylaws of Illinois Valley Recycling, Inc. | |
| 3.565 | Articles of Incorporation of Imperial Landfill, Inc. | |
| 3.566 | Bylaws of Imperial Landfill, Inc. | |
| 3.567 | Articles of Incorporation of Independent Trucking Company (f/k/a Independent Trucking), as amended. | |
| 3.568 | Bylaws of Independent Trucking Company. | |
| 3.569 | Articles of Incorporation of Ingrum Waste Disposal, Inc. | |
| 3.570 | Amended and Restated Bylaws of Ingrum Waste Disposal, Inc. | |
| 3.571 | Articles of Incorporation of International Disposal Corp. of California. | |
| 3.572 | Amended and Restated Bylaws of International Disposal Corp. of California. | |
| 3.573 | Certificate of Incorporation of Island Waste Services Ltd. (f/k/a Selas Enterprises Ltd.), as amended. | |
| 3.574 | Bylaws of Island Waste Services Ltd. (f/k/a Selas Enterprises Ltd.). | |
| 3.575 | Certificate of Limited Partnership of Itasca Landfill TX, LP. | |
| 3.576 | Agreement of Limited Partnership of Itasca Landfill TX, LP, as amended. | |
| 3.577 | Certificate of Formation of Jackson County Landfill, LLC, as amended. | |
| 3.578 | Operating Agreement of Jackson County Landfill, LLC. | |
| 3.579 | Partnership Agreement of Jasper County Development Company Partnership. | |
| 3.580 | Certificate of Formation of Jefferson City Landfill, LLC. | |
| 3.581 | Operating Agreement of Jefferson City Landfill, LLC. | |
| 3.582 | Articles of Organization of Jefferson Parish Development Company, LLC. | |
| 3.583 | Operating Agreement of Jefferson Parish Development Company, LLC. | |
| 3.584 | Articles of Incorporation of Jetter Disposal, Inc., as amended. | |
| 3.585 | Amended and Restated Bylaws of Jetter Disposal, Inc. | |
| 3.586 | Certificate of Formation of Kandel Enterprises, LLC, as amended. | |
| 3.587 | Amended and Restated Operating Agreement of Kandel Enterprises, LLC. | |
| 3.588 | Articles of Incorporation of Kankakee Quarry, Inc. | |
| 3.589 | Bylaws of Kankakee Quarry, Inc. | |
| 3.590 | Articles of Incorporation of Keller Canyon Landfill Company. | |
| 3.591 | Amended and Restated Bylaws of Keller Canyon Landfill Company. | |
| 3.592 | Articles of Incorporation of Keller Drop Box, Inc., as amended. | |
| 3.593 | Amended and Restated Bylaws of Keller Drop Box, Inc. |
II-182
| Exhibit | ||
| Number | Description | |
| 3.594 | Certificate of Limited Partnership of Kerrville Landfill TX, LP. | |
| 3.595 | Agreement of Limited Partnership of Kerrville Landfill TX, LP, as amended. | |
| 3.596 | Partnership Agreement of Key Waste Indiana Partnership, as amended. | |
| 3.597 | Articles of Incorporation of La Cañada Disposal Company, Inc. (f/k/a La Cañada Disposal, Inc.), as amended. | |
| 3.598 | Amended and Restated Bylaws of La Cañada Disposal Company, Inc. | |
| 3.599 | Partnership Agreement of Lake County C & D Development Partnership. | |
| 3.600 | Articles of Incorporation of Lake Norman Landfill, Inc. | |
| 3.601 | Amended and Restated Bylaws of Lake Norman Landfill, Inc. | |
| 3.602 | Articles of Incorporation of LandComp Corporation. | |
| 3.603 | Amended and Restated Bylaws of LandComp Corporation. | |
| 3.604 | Articles of Incorporation of Lathrop Sunrise Sanitation Corporation. | |
| 3.605 | Amended and Restated Bylaws of Lathrop Sunrise Sanitation Corporation. | |
| 3.606 | Certificate of Formation of Lee County Landfill SC, LLC. | |
| 3.607 | Operating Agreement of Lee County Landfill SC, LLC. | |
| 3.608 | Articles of Incorporation of Lee County Landfill, Inc. | |
| 3.609 | Bylaws of Lee County Landfill, Inc. | |
| 3.610 | Certificate of Formation of Lemons Landfill, LLC. | |
| 3.611 | Operating Agreement of Lemons Landfill, LLC. | |
| 3.612 | Certificate of Limited Partnership of Lewisville Landfill TX, LP. | |
| 3.613 | Agreement of Limited Partnership of Lewisville Landfill TX, LP, as amended. | |
| 3.614 | Certificate of Incorporation of Liberty Waste Holdings, Inc. | |
| 3.615 | Amended and Restated Bylaws of Liberty Waste Holdings, Inc. | |
| 3.616 | Certificate of Formation of Liberty Waste Services Limited, L.L.C., as amended. | |
| 3.617 | Second Amended and Restated Limited Liability Company Agreement of Liberty Waste Services Limited, L.L.C. | |
| 3.618 | Articles of Organization of Liberty Waste Services of Illinois, L.L.C., as amended. | |
| 3.619 | Amended and Restated Operating Agreement of Liberty Waste Services of Illinois, L.L.C. | |
| 3.620 | Certificate of Formation of Liberty Waste Services of McCook, L.L.C. (f/k/a West Suburban Recycling & Energy Center, L.L.C., f/k/a West Suburban Resources & Energy Center, L.L.C.), as amended. | |
| 3.621 | Amended and Restated Operating Agreement of Liberty Waste Services of McCook, L.L.C. | |
| 3.622 | Certificate of Formation of Little Creek Landing, LLC. | |
| 3.623 | Operating Agreement of Little Creek Landing, LLC. | |
| 3.624 | Certificate of Formation of Local Sanitation of Rowan County, L.L.C. | |
| 3.625 | Limited Liability Company Agreement of Local Sanitation of Rowan County, L.L.C. | |
| 3.626 | Articles of Incorporation of Loop Recycling, Inc., as amended. | |
| 3.627 | Amended and Restated Bylaws of Loop Recycling, Inc. |
II-183
| Exhibit | ||
| Number | Description | |
| 3.628 | Articles of Incorporation of Loop Transfer, Incorporated, as amended. | |
| 3.629 | Amended and Restated Bylaws of Loop Transfer, Incorporated. | |
| 3.630 | Articles of Organization of Lorain County Landfill, LLC. | |
| 3.631 | Operating Agreement of Lorain County Landfill, LLC. | |
| 3.632 | Certificate of Incorporation of Louis Pinto & Son, Inc., Sanitation Contractors. | |
| 3.633 | Amended and Restated Bylaws of Louis Pinto & Son, Inc., Sanitation Contractors. | |
| 3.634 | Certificate of Incorporation of Lucas County Land Development, Inc. (f/k/a Macomb Landfill, Inc.), as amended. | |
| 3.635 | Bylaws of Lucas County Land Development, Inc. (f/k/a Macomb Landfill, Inc.). | |
| 3.636 | Articles of Organization of Lucas County Landfill, LLC. | |
| 3.637 | Operating Agreement of Lucas County Landfill, LLC. | |
| 3.638 | Articles of Organization of Madison County Development, LLC (f/k/a Wilson County Development, LLC), as amended. | |
| 3.639 | Operating Agreement of Madison County Development, LLC (f/k/a Wilson County Development, LLC), as amended. | |
| 3.640 | Articles of Incorporation of Manumit of Florida, Inc. | |
| * 3.641 | Amended and Restated Bylaws of Manumit of Florida, Inc. | |
| * 3.642 | Certificate of Limited Partnership of Mars Road TX, LP. | |
| * 3.643 | Agreement of Limited Partnership of Mars Road TX, LP. | |
| * 3.644 | Certificate of Limited Partnership of McCarty Road Landfill TX, LP. | |
| * 3.645 | Agreement of Limited Partnership of McCarty Road Landfill TX, LP, as amended. | |
| * 3.646 | Articles of Incorporation of McCusker Recycling, Inc. | |
| * 3.647 | Second Amended and Restated Bylaws of McCusker Recycling, Inc. | |
| * 3.648 | Articles of Incorporation of McInnis Waste Systems, Inc. | |
| * 3.649 | Amended and Restated Bylaws of McInnis Waste Systems, Inc. | |
| * 3.650 | Articles of Organization of Menands Environmental Solutions, LLC. | |
| * 3.651 | Operating Agreement of Menands Environmental Solutions, LLC. | |
| * 3.652 | Articles of Incorporation of Mesa Disposal, Inc. (f/k/a Bullhead City Investors, Inc.), as amended. | |
| * 3.653 | Amended and Restated Bylaws of Mesa Disposal, Inc. | |
| * 3.654 | Certificate of Limited Partnership of Mesquite Landfill TX, LP. | |
| * 3.655 | Agreement of Limited Partnership of Mesquite Landfill TX, LP, as amended. | |
| * 3.656 | Certificate of Limited Partnership of Mexia Landfill TX, LP. | |
| * 3.657 | Agreement of Limited Partnership of Mexia Landfill TX, LP, as amended. | |
| * 3.658 | Articles of Incorporation of Midway Development Company, Inc. | |
| * 3.659 | Bylaws of Midway Development Company, Inc. | |
| * 3.660 | Articles of Incorporation of Mississippi Waste Paper Company. | |
| * 3.661 | Amended and Restated Bylaws of Mississippi Waste Paper Company. | |
| * 3.662 | Articles of Organization of Missouri City Landfill, LLC. |
II-184
| Exhibit | ||
| Number | Description | |
| * 3.663 | Operating Agreement of Missouri City Landfill, LLC. | |
| * 3.664 | Amended and Restated Partnership Agreement of Morehead Landfill General Partnership. | |
| * 3.665 | Certificate of Incorporation of Mountain Home Disposal, Inc. (f/k/a Waste Connections of Idaho, Inc.), as amended. | |
| * 3.666 | Amended and Restated Bylaws of Mountain Home Disposal, Inc. (f/k/a Waste Connections of Idaho, Inc.). | |
| * 3.667 | Certificate of Formation of N Leasing Company, LLC, as amended. | |
| * 3.668 | Limited Liability Company Agreement of N Leasing Company, LLC, as amended. | |
| * 3.669 | Articles of Incorporation of NationsWaste Catawba Regional Landfill, Inc. | |
| * 3.670 | Amended and Restated Bylaws of NationsWaste Catawba Regional Landfill, Inc. | |
| * 3.671 | Certificate of Incorporation of NationsWaste, Inc. | |
| * 3.672 | Bylaws of NationsWaste, Inc. | |
| * 3.673 | Certificate of Incorporation of Ncorp, Inc. | |
| * 3.674 | Amended and Restated Bylaws of Ncorp, Inc. | |
| * 3.675 | Articles of Incorporation of New Morgan Landfill Company, Inc. | |
| * 3.676 | Amended and Restated Bylaws of New Morgan Landfill Company, Inc. | |
| * 3.677 | Certificate of Formation of New York Waste Services, LLC. | |
| * 3.678 | Operating Agreement of New York Waste Services, LLC. | |
| * 3.679 | Certificate of Incorporation of Newco Waste Systems of New Jersey, Inc. | |
| * 3.680 | Amended and Restated Bylaws of Newco Waste Systems of New Jersey, Inc. | |
| * 3.681 | Partnership Agreement of Newton County Landfill Partnership, as amended. | |
| * 3.682 | Articles of Incorporation of Noble Road Landfill, Inc. | |
| * 3.683 | Amended and Restated Bylaws of Noble Road Landfill, Inc. | |
| * 3.684 | Certificate of Formation of Northeast Landfill, LLC. | |
| * 3.685 | Operating Agreement of Northeast Landfill, LLC. | |
| * 3.686 | Articles of Incorporation of Northlake Transfer, Inc. | |
| * 3.687 | Bylaws of Northlake Transfer, Inc. | |
| * 3.688 | Charter of Northwest Tennessee Disposal Corporation. | |
| * 3.689 | Second Amended and Restated Bylaws of Tennessee Disposal Corporation. | |
| * 3.690 | Articles of Incorporation of Oakland Heights Development, Inc. (f/k/a Wayne Disposal-Oakland, Inc.), as amended. | |
| * 3.691 | Amended and Restated Bylaws of Oakland Heights Development, Inc. (f/k/a Wayne Disposal-Oakland, Inc.). | |
| * 3.692 | Articles of Organization of Obscurity Land Development, LLC. | |
| * 3.693 | Operating Agreement of Obscurity Land Development, LLC. | |
| * 3.694 | Amended and Restated Joint Venture Agreement of Oceanside Waste & Recycling Services. | |
| * 3.695 | Certificate of Incorporation of Ohio Republic Contracts, II, Inc. | |
| * 3.696 | Amended and Restated Bylaws of Ohio Republic Contracts, II, Inc. |
II-185
| Exhibit | ||
| Number | Description | |
| * 3.697 | Articles of Incorporation of Ohio Republic Contracts, Inc. | |
| * 3.698 | Amended and Restated Bylaws of Ohio Republic Contracts, Inc. | |
| * 3.699 | Articles of Organization of Oklahoma City Landfill, L.L.C. | |
| * 3.700 | Operating Agreement of Oklahoma City Landfill, L.L.C. | |
| * 3.701 | Articles of Incorporation for Oscar’s Collection System of Fremont, Inc. | |
| * 3.702 | Bylaws of Oscar’s Collection System of Fremont, Inc. | |
| * 3.703 | Articles of Incorporation of Otay Landfill, Inc. | |
| * 3.704 | Amended and Restated Bylaws of Otay Landfill, Inc. | |
| * 3.705 | Certificate of Incorporation of Ottawa County Landfill, Inc. (f/k/a Laidlaw Waste Systems (Michigan) Inc., f/k/a Laidlaw Waste Systems (Pennsylvania) Inc., f/k/a Epping Sanitary Landfill, Inc.), as amended. | |
| * 3.706 | Bylaws of Ottawa County Landfill, Inc. (f/k/a Laidlaw Waste Systems (Michigan) Inc., f/k/a Laidlaw Waste Systems (Pennsylvania) Inc., f/k/a Epping Sanitary Landfill, Inc.). | |
| * 3.707 | Certificate of Formation of Packerton Land Company, L.L.C., as amended. | |
| * 3.708 | Amended and Restated Operating Agreement of Packerton Land Company, L.L.C. | |
| * 3.709 | Articles of Incorporation of Palomar Transfer Station, Inc. | |
| * 3.710 | Bylaws of Palomar Transfer Station, Inc. | |
| * 3.711 | Certificate of Limited Partnership of Panama Road Landfill, TX, L.P. | |
| * 3.712 | Agreement of Limited Partnership of Panama Road Landfill, TX, L.P. | |
| * 3.713 | Articles of Incorporation of Peltier Real Estate Company, as amended. | |
| * 3.714 | Amended and Restated Bylaws of Peltier Real Estate Company. | |
| * 3.715 | Restated Articles of Incorporation of Perdomo and Son’s, Inc. | |
| * 3.716 | Second Amended and Restated Bylaws of Perdomo and Son’s, Inc. | |
| * 3.717 | Articles of Incorporation of Pinal County Landfill Corp. | |
| * 3.718 | Bylaws of Pinal County Landfill Corp. | |
| * 3.719 | Certificate of Limited Partnership of Pine Hill Farms Landfill TX, LP (f/k/a Pinehill Landfill TX, LP), as amended. | |
| * 3.720 | Agreement of Limited Partnership of Pine Hill Farms Landfill TX, LP (f/k/a Pinehill Landfill TX, LP), as amended. | |
| * 3.721 | Certificate of Formation of Pinecrest Landfill OK, LLC. | |
| * 3.722 | Operating Agreement of Pinecrest Landfill OK, LLC. | |
| * 3.723 | Certificate of Incorporation of Pittsburg County Landfill, Inc. | |
| * 3.724 | Amended and Restated Bylaws of Pittsburg County Landfill, Inc. | |
| * 3.725 | Certificate of Limited Partnership of Pleasant Oaks Landfill TX, LP. | |
| * 3.726 | Agreement of Limited Partnership of Pleasant Oaks Landfill TX, LP. | |
| * 3.727 | Certificate of Formation of Polk County Landfill, LLC. | |
| * 3.728 | Operating Agreement of Polk County Landfill, LLC. | |
| * 3.729 | Articles of Incorporation of Port Clinton Landfill, Inc. |
II-186
| Exhibit | ||
| Number | Description | |
| * 3.730 | Bylaws of Port Clinton Landfill, Inc. | |
| * 3.731 | Articles of Incorporation of Portable Storage Co. (f/k/a United Septic Service, Inc.), as amended. | |
| * 3.732 | Amended and Restated Bylaws of Portable Storage Co. | |
| * 3.733 | Articles of Incorporation of Preble County Landfill, Inc. | |
| * 3.734 | Bylaws of Preble County Landfill, Inc. | |
| * 3.735 | Articles of Incorporation of Price & Sons Recycling Company, as amended. | |
| * 3.736 | Amended and Restated Bylaws of Price & Sons Recycling Company. | |
| * 3.737 | Articles of Organization of Prince George’s County Landfill, LLC. | |
| * 3.738 | Operating Agreement of Prince George’s County Landfill, LLC. | |
| * 3.739 | Articles of Incorporation of R.C. Miller Enterprises, Inc. | |
| * 3.740 | Amended and Restated Bylaws of R.C. Miller Enterprises, Inc. | |
| * 3.741 | Articles of Incorporation of R.C. Miller Refuse Service Inc. | |
| * 3.742 | Amended and Restated Bylaws of R.C. Miller Refuse Service Inc. | |
| * 3.743 | Partnership Agreement of Rabanco Companies, as amended. | |
| * 3.744 | Articles of Incorporation of Rabanco Recycling, Inc. (f/k/a Rabanco Acquisition Company Two), as amended. | |
| * 3.745 | Bylaws of Rabanco Recycling, Inc. (f/k/a Rabanco Acquisition Company Two). | |
| * 3.746 | Articles of Incorporation of Rabanco, Ltd. (f/k/a Rabanco Acquisition Company), as amended. | |
| * 3.747 | Bylaws of Rabanco, Ltd. (f/k/a Rabanco Acquisition Company). | |
| * 3.748 | Articles of Incorporation of Ramona Landfill, Inc. | |
| * 3.749 | Bylaws of Ramona Landfill, Inc. | |
| * 3.750 | Articles of Incorporation of RCS, Inc. | |
| * 3.751 | Bylaws of RCS, Inc. | |
| * 3.752 | Articles of Incorporation of Reliable Disposal, Inc. (f/k/a Sulo & Company)., as amended. | |
| * 3.753 | Amended and Restated Bylaws of Reliable Disposal, Inc. | |
| * 3.754 | Articles of Incorporation of Republic Dumpco, Inc. | |
| * 3.755 | Amended and Restated Bylaws of Republic Dumpco, Inc. | |
| * 3.756 | Articles of Incorporation of Republic Environmental Technologies, Inc. (f/k/a RI/ETON Acquisition Corp.), as amended. | |
| * 3.757 | Amended and Restated Bylaws of Republic Environmental Technologies, Inc. | |
| * 3.758 | Articles of Organization of Republic Ohio Contracts, LLC, as amended. | |
| * 3.759 | Second Amended and Restated Operating Agreement of Republic Ohio Contracts, LLC. | |
| * 3.760 | Articles of Incorporation of Republic Services Aviation, Inc. | |
| * 3.761 | Amended and Restated Bylaws of Republic Services Aviation, Inc. | |
| * 3.762 | Certificate of Incorporation of Republic Services Financial LP, Inc. | |
| * 3.763 | Bylaws of Republic Services Financial LP, Inc. | |
| * 3.764 | Certificate of Limited Partnership of Republic Services Financial, Limited Partnership. |
II-187
| Exhibit | ||
| Number | Description | |
| * 3.765 | Limited Partnership Agreement of Republic Services Financial, Limited Partnership. | |
| * 3.766 | Certificate of Formation of Republic Services Group, LLC (f/k/a RS/WM Holding Company, LLC), as amended. | |
| * 3.767 | Second Amended and Restated Operating Agreement of Republic Services Group, LLC. | |
| * 3.768 | Certificate of Incorporation of Republic Services Holding Company, Inc. | |
| * 3.769 | Amended and Restated Bylaws of Republic Services Holding Company, Inc. | |
| * 3.770 | Articles of Organization of Republic Services of Arizona Hauling, LLC, as amended. | |
| * 3.771 | Amended and Restated Operating Agreement of Arizona Hauling, LLC. | |
| * 3.772 | Certificate of Incorporation of Republic Services of California Holding Company, Inc. | |
| * 3.773 | Amended and Restated Bylaws of Republic Services of California Holding Company, Inc. | |
| * 3.774 | Certificate of Formation of Republic Services of California II, LLC. | |
| * 3.775 | Second Amended and Restated Operating Agreement of Republic Services of California II, LLC. | |
| * 3.776 | Articles of Organization of Republic Services of Colorado Hauling, LLC, as amended. | |
| * 3.777 | Third Amended and Restated Operating Agreement of Republic Services of Colorado Hauling, LLC. | |
| * 3.778 | Articles of Organization of Republic Services of Colorado I, LLC, as amended. | |
| * 3.779 | Third Amended and Restated Operating Agreement of Republic Services of Colorado I, LLC. | |
| * 3.780 | Certificate of Incorporation of Republic Services of Florida GP, Inc. | |
| * 3.781 | Amended and Restated Bylaws of Republic Services of Florida GP, Inc. | |
| * 3.782 | Certificate of Incorporation of Republic Services of Florida LP, Inc. | |
| * 3.783 | Amended and Restated Bylaws of Republic Services of Florida LP, Inc. | |
| * 3.784 | Certificate of Limited Partnership of Republic Services of Florida, Limited Partnership, as amended. | |
| * 3.785 | Agreement of Limited Partnership of Republic Services of Florida, Limited Partnership. | |
| * 3.786 | Certificate of Formation of Republic Services of Georgia GP, LLC (f/k/a Republic Services of Georgia GP, Inc.). | |
| * 3.787 | Operating Agreement of Republic Services of Georgia GP, LLC. | |
| * 3.788 | Certificate of Formation of Republic Services of Georgia LP, LLC (f/k/a Republic Services of Georgia LP, Inc.). | |
| * 3.789 | Operating Agreement of Republic Services of Georgia LP, LLC. | |
| * 3.790 | Certificate of Limited Partnership of Republic Services of Georgia, Limited Partnership, as amended. | |
| * 3.791 | Amended and Restated Agreement of Limited Partnership of Republic Services of Georgia, Limited Partnership. | |
| * 3.792 | Certificate of Incorporation of Republic Services of Indiana LP, Inc. | |
| * 3.793 | Amended and Restated Bylaws of Republic Services of Indiana LP, Inc. | |
| * 3.794 | Certificate of Formation of Republic Services of Indiana Transportation, LLC. | |
| * 3.795 | Operating Agreement of Republic Services of Indiana Transportation, LLC. | |
| * 3.796 | Certificate of Limited Partnership of Republic Services of Indiana, Limited Partnership. | |
| * 3.797 | Agreement of Limited Partnership of Republic Services of Indiana, Limited Partnership. | |
| * 3.798 | Articles of Organization of Republic Services of Kentucky, LLC, as amended. |
II-188
| Exhibit | ||
| Number | Description | |
| * 3.799 | Operating Agreement of Republic Services of Kentucky, LLC. | |
| * 3.800 | Articles of Organization of Republic Services of Michigan Hauling, LLC. | |
| * 3.801 | Second Amended and Restated Operating Agreement of Michigan Hauling, LLC. | |
| * 3.802 | Certificate of Incorporation of Republic Services of Michigan Holding Company, Inc. | |
| * 3.803 | Amended and Restated Bylaws of Republic Services of Michigan Holding Company, Inc. | |
| * 3.804 | Articles of Organization of Republic Services of Michigan I, LLC. | |
| * 3.805 | Second Amended and Restated Operating Agreement of Republic Services of Michigan I, LLC. | |
| * 3.806 | Articles of Organization of Republic Services of Michigan II, LLC. | |
| * 3.807 | Second Amended and Restated Operating Agreement of Republic Services of Michigan II, LLC. | |
| * 3.808 | Articles of Organization of Republic Services of Michigan III, LLC. | |
| * 3.809 | Second Amended and Restated Operating Agreement of Republic Services of Michigan III, LLC. | |
| * 3.810 | Articles of Organization of Republic Services of Michigan IV, LLC. | |
| * 3.811 | Second Amended and Restated Operating Agreement of Republic Services of Michigan IV, LLC. | |
| * 3.812 | Articles of Organization of Republic Services of Michigan V, LLC. | |
| * 3.813 | Second Amended and Restated Operating Agreement of Republic Services of Michigan V, LLC. | |
| * 3.814 | Certificate of Formation of Republic Services of New Jersey, LLC (f/k/a Republic Services of New Jersey I, LLC), as amended. | |
| * 3.815 | Third Amended and Restated Operating Agreement of Republic Services of New Jersey, LLC. | |
| * 3.816 | Articles of Organization of Republic Services of North Carolina, LLC. | |
| * 3.817 | Operating Agreement of Republic Services of North Carolina, LLC. | |
| * 3.818 | Articles of Organization of Republic Services of Ohio Hauling, LLC, as amended. | |
| * 3.819 | Second Amended and Restated Operating Agreement of Republic Services of Ohio Hauling, LLC. | |
| * 3.820 | Articles of Organization of Republic Services of Ohio I, LLC, as amended. | |
| * 3.821 | Second Amended and Restated Operating Agreement of Republic Services of Ohio I, LLC. | |
| * 3.822 | Articles of Organization of Republic Services of Ohio II, LLC, as amended. | |
| * 3.823 | Second Amended and Restated Operating Agreement of Republic Services of Ohio II, LLC. | |
| * 3.824 | Articles of Organization of Republic Services of Ohio III, LLC, as amended. | |
| * 3.825 | Second Amended and Restated Operating Agreement of Republic Services of Ohio III, LLC. | |
| * 3.826 | Articles of Organization of Republic Services of Ohio IV, LLC, as amended. | |
| * 3.827 | Second Amended and Restated Operating Agreement of Republic Services of Ohio IV, LLC. | |
| * 3.828 | Certificate of Formation of Republic Services of Pennsylvania, LLC. | |
| * 3.829 | Second Amended and Restated Operating Agreement of Republic Services of Pennsylvania, LLC. | |
| * 3.830 | Certificate of Formation of Republic Services of South Carolina, LLC. | |
| * 3.831 | Second Amended and Restated Operating Agreement of Republic Services of South Carolina, LLC. | |
| * 3.832 | Certificate of Formation of Republic Services of Southern California, LLC. | |
| * 3.833 | Operating Agreement of Republic Services of Southern California, LLC. | |
| * 3.834 | Articles of Organization of Republic Services of Virginia, LLC, as amended. |
II-189
| Exhibit | ||
| Number | Description | |
| * 3.835 | Operating Agreement of Republic Services of Virginia, LLC. | |
| * 3.836 | Certificate of Formation of Republic Services of Wisconsin GP, LLC (f/k/a Republic Services of Wisconsin GP, Inc.). | |
| * 3.837 | Operating Agreement of Republic Services of Wisconsin GP, LLC. | |
| * 3.838 | Certificate of Formation of Republic Services of Wisconsin LP, LLC (f/k/a Republic Services of Wisconsin LP, Inc.). | |
| * 3.839 | Operating Agreement of Republic Services of Wisconsin LP, LLC. | |
| * 3.840 | Certificate of Limited Partnership of Republic Services of Wisconsin, Limited Partnership, as amended. | |
| * 3.841 | Amended and Restated Agreement of Limited Partnership of Republic Services of Wisconsin, Limited Partnership. | |
| * 3.842 | Articles of Incorporation of Republic Services Real Estate Holding, Inc. | |
| * 3.843 | Amended and Restated Bylaws of Republic Services Real Estate Holding, Inc. | |
| * 3.844 | Certificate of Formation of Republic Services Vasco Road, LLC (f/k/a Republic Services of California Hauling, LLC), as amended. | |
| * 3.845 | Second Amended and Restated Operating Agreement of Republic Services Vasco Road, LLC. | |
| * 3.846 | Articles of Incorporation of Republic Silver State Disposal, Inc. (f/k/a RI/SSDS Acquisition Corp., f/k/a RI/SSDS Merger Corp.), as amended. | |
| * 3.847 | Amended and Restated Bylaws of Republic Silver State Disposal, Inc. | |
| * 3.848 | Certificate of Formation of Republic Waste Services of Southern California, LLC (f/k/a Taormina Industries, LLC), as amended. | |
| * 3.849 | Fourth Amended and Restated Operating Agreement for Republic Waste Services of Southern California, LLC (f/k/a Taorima Industries, LLC). | |
| * 3.850 | Certificate of Incorporation of Republic Waste Services of Texas GP, Inc. | |
| * 3.851 | Amended and Restated Bylaws of Republic Waste Services of Texas GP, Inc. | |
| * 3.852 | Certificate of Incorporation of Republic Waste Services of Texas LP, Inc. | |
| * 3.853 | Amended and Restated Bylaws of Republic Waste Services of Texas LP, Inc. | |
| * 3.854 | Certificate of Limited Partnership of Republic Waste Services of Texas, Ltd. (f/k/a Republic Waste Services of Texas, Inc.), as amended. | |
| * 3.855 | Amended and Restated Texas Limited Partnership Agreement of Republic Waste Services of Texas, Ltd. | |
| * 3.856 | Articles of Incorporation of Resource Recovery, Inc. | |
| * 3.857 | Amended and Restated Bylaws of Resource Recovery, Inc. | |
| * 3.858 | Articles of Incorporation of RI/Alameda Corp. | |
| * 3.859 | Amended and Restated Bylaws of RI/Alameda Corp. | |
| * 3.860 | Articles of Incorporation of Richmond Sanitary Service, Inc. | |
| * 3.861 | Second Amended and Restated Bylaws of Richmond Sanitary Service, Inc. | |
| * 3.862 | Certificate of Limited Partnership of Rio Grande Valley Landfill TX, LP. | |
| * 3.863 | Agreement of Limited Partnership of Rio Grande Valley Landfill TX, LP, as amended. | |
| * 3.864 | Certificate of Incorporation of Risk Services, Inc. |
II-190
| Exhibit | ||
| Number | Description | |
| * 3.865 | Amended and Restated Bylaws of Risk Services, Inc. | |
| * 3.866 | Certificate of Formation of RITM, LLC (f/k/a Letco, LLC), as amended. | |
| * 3.867 | Second Amended and Restated Operating Agreement of RITM, LLC. | |
| * 3.868 | Articles of Incorporation of Rock Road Industries, Inc. | |
| * 3.869 | Amended and Restated Bylaws of Rock Road Industries, Inc. | |
| * 3.870 | Articles of Incorporation of Ross Bros. Waste & Recycling Co. | |
| * 3.871 | Amended and Restated Bylaws of Ross Bros. Waste & Recycling Co. | |
| * 3.872 | Articles of Incorporation of Rossman Sanitary Service, Inc. | |
| * 3.873 | Amended and Restated Bylaws of Rossman Sanitary Service, Inc. | |
| * 3.874 | Articles of Incorporation of Roxana Landfill, Inc. (f/k/a Laidlaw Waste Systems (Madison) Inc., f/k/a GSX Corporation of Illinois), as amended. | |
| * 3.875 | Amended and Restated Bylaws of Roxana Landfill, Inc. | |
| * 3.876 | Articles of Incorporation of Royal Holdings, Inc. | |
| * 3.877 | Bylaws of Royal Holdings, Inc. | |
| * 3.878 | Certificate of Limited Partnership of Royal Oaks Landfill TX, LP. | |
| * 3.879 | Agreement of Limited Partnership of Royal Oaks Landfill TX, LP. | |
| * 3.880 | Certificate of Formation of Rubbish Control, L.L.C. (f/k/a Ventura County LLC). | |
| * 3.881 | Second Amended and Restated Operating Agreement of Rubbish Control, LLC. | |
| * 3.882 | Certificate of Limited Partnership of RWS Transport, L.P. | |
| * 3.883 | Agreement of Limited Partnership of RWS Transport, L.P. | |
| * 3.884 | Articles of Incorporation of S & S Recycling, Inc. | |
| * 3.885 | Amended and Restated Bylaws of S & S Recycling, Inc. | |
| * 3.886 | Certificate of Formation of S Leasing Company, LLC, as amended. | |
| * 3.887 | Limited Liability Company Agreement of S Leasing Company, LLC, as amended. | |
| * 3.888 | Articles of Incorporation of Saline County Landfill, Inc. | |
| * 3.889 | Amended and Restated Bylaws of Saline County Landfill, Inc. | |
| * 3.890 | Articles of Organization of San Diego Landfill Systems, LLC. | |
| * 3.891 | Operating Agreement of San Diego Landfill Systems, LLC. | |
| * 3.892 | Articles of Incorporation of San Marcos NCRRF, Inc. | |
| * 3.893 | Bylaws of San Marcos NCRRF, Inc. | |
| * 3.894 | Certificate of Formation of Sand Valley Holdings, L.L.C. (f/k/a Liberty Waste Services Holdings, L.L.C.), as amended. | |
| * 3.895 | Amended and Restated Operating Agreement of Sand Valley Holdings, L.L.C. (f/k/a Liberty Waste Services Holdings, L.L.C.). | |
| * 3.896 | Articles of Incorporation of Sandy Hollow Landfill Corp. | |
| * 3.897 | Amended and Restated Bylaws of Sandy Hollow Landfill Corp. | |
| * 3.898 | Certificate of Incorporation of Sangamon Valley Landfill, Inc. (f/k/a Draw Acquisition Company Eighteen), as amended. |
II-191
| Exhibit | ||
| Number | Description | |
| * 3.899 | Bylaws of Sangamon Valley Landfill, Inc. (f/k/a Draw Acquisition Company Eighteen). | |
| * 3.900 | Articles of Incorporation of Sanitary Disposal Service, Inc. | |
| * 3.901 | Bylaws of Sanitary Disposal Service, Inc. | |
| * 3.902 | Articles of Incorporation of Sauk Trail Development, Inc. (f/k/a Wayne Disposal-Canton, Inc.), as amended. | |
| * 3.903 | Amended and Restated Bylaws of Sauk Trail Development, Inc. | |
| * 3.904 | Articles of Incorporation of Schofield Corporation of Orlando, as amended. | |
| * 3.905 | Second Amended and Restated Bylaws of Schofield Corporation of Orlando. | |
| * 3.906 | Certificate of Formation of Show-Me Landfill, LLC. | |
| * 3.907 | Operating Agreement of Show- Me Landfill, LLC. | |
| * 3.908 | Articles of Incorporation of Shred — All Recycling Systems Inc. | |
| * 3.909 | Amended and Restated Bylaws of Shred — All Recycling Systems Inc. | |
| * 3.910 | Articles of Incorporation of Solano Garbage Company (f/k/a Richella Corporation), as amended. | |
| * 3.911 | Second Amended and Restated Bylaws of Solano Garbage Company. | |
| * 3.912 | Articles of Incorporation of Source Recycling, Inc., as amended. | |
| * 3.913 | Amended and Restated Bylaws of Source Recycling, Inc. | |
| * 3.914 | Certificate of Limited Partnership of South Central Texas Land Co. TX, LP, as amended. | |
| * 3.915 | Agreement of Limited Partnership of South Central Texas Land Co. TX, LP. | |
| * 3.916 | Certificate of Formation of Southeast Landfill, LLC. | |
| * 3.917 | Operating Agreement of Southeast Landfill, LLC. | |
| * 3.918 | Articles of Incorporation of Southern Illinois Regional Landfill, Inc. (f/k/a Metropolitan Waste Systems, Inc.), as amended. | |
| * 3.919 | Amended and Restated Bylaws of Southern Illinois Regional Landfill, Inc. | |
| * 3.920 | Certificate of Limited Partnership of Southwest Landfill TX, LP, as amended. | |
| * 3.921 | Agreement of Limited Partnership of Southwest Landfill TX, LP, as amended. | |
| * 3.922 | Partnership Agreement of Springfield Environmental General Partnership. | |
| * 3.923 | Articles of Organization of St. Bernard Parish Development Company, LLC. | |
| * 3.924 | Operating Agreement of St. Bernard Parish Development Company, LLC. | |
| * 3.925 | Articles of Organization of St. Joseph Landfill, LLC. | |
| * 3.926 | Operating Agreement of St. Joseph Landfill, LLC. | |
| * 3.927 | Articles of Incorporation of Standard Disposal Services, Inc. (f/k/a Manumit, Inc.), as amended. | |
| * 3.928 | Amended and Restated Bylaws of Standard Disposal Services, Inc. | |
| * 3.929 | Articles of Incorporation of Standard Environmental Services, Inc. | |
| * 3.930 | Amended and Restated Bylaws of Standard Environmental Services, Inc. | |
| * 3.931 | Certificate of Incorporation of Standard Waste, Inc. | |
| * 3.932 | Amended and Restated Bylaws of Standard Waste, Inc. | |
| * 3.933 | Articles of Incorporation of Streator Area Landfill, Inc. |
II-192
| Exhibit | ||
| Number | Description | |
| * 3.934 | Bylaws of Streator Area Landfill, Inc. | |
| * 3.935 | Articles of Incorporation of Suburban Transfer, Inc. | |
| * 3.936 | Amended and Restated Bylaws of Suburban Transfer, Inc. | |
| * 3.937 | Articles of Incorporation of Suburban Warehouse, Inc. | |
| * 3.938 | Amended and Restated Bylaws of Suburban Warehouse, Inc. | |
| * 3.939 | Articles of Incorporation of Summit Waste Systems, Inc. | |
| * 3.940 | Amended and Restated Bylaws of Summit Waste Systems, Inc. | |
| * 3.941 | Articles of Incorporation of Sunrise Sanitation Service, Inc. | |
| * 3.942 | Bylaws of Sunrise Sanitation Service, Inc. | |
| * 3.943 | Articles of Incorporation of Sunset Disposal Service, Inc. (f/k/a Pacific Paper Transport Company), as amended. | |
| * 3.944 | Bylaws of Sunset Disposal Service, Inc. | |
| * 3.945 | Articles of Incorporation of Sunset Disposal, Inc. | |
| * 3.946 | Amended and Restated Bylaws of Sunset Disposal, Inc. | |
| * 3.947 | Articles of Incorporation of Sycamore Landfill, Inc. | |
| * 3.948 | Amended and Restated Bylaws of Sycamore Landfill, Inc. | |
| * 3.949 | Articles of Incorporation of Tate’s Transfer Systems, Inc. | |
| * 3.950 | Amended and Restated Bylaws of Tate’s Transfer Systems, Inc. | |
| * 3.951 | Articles of Incorporation of Tay-Ban Corporation, as amended. | |
| * 3.952 | Amended and Restated Bylaws of Tay-Ban Corporation. | |
| * 3.953 | Certificate of Incorporation of Taylor Ridge Landfill, Inc. (f/k/a Draw Acquisition Company Twenty-Two), as amended. | |
| * 3.954 | Bylaws of Taylor Ridge Landfill, Inc. (f/k/a Draw Acquisition Company Twenty-Two). | |
| * 3.955 | Certificate of Incorporation of Tennessee Union County Landfill, Inc. | |
| * 3.956 | Bylaws of Tennessee Union County Landfill, Inc. | |
| * 3.957 | Certificate of Limited Partnership of Tessman Road Landfill TX, LP. | |
| * 3.958 | Agreement of Limited Partnership of Tessman Road Landfill TX, LP. | |
| * 3.959 | Articles of Incorporation of The Ecology Group, Inc. (f/k/a Ecology Group, Incorporated), as amended. | |
| * 3.960 | Amended and Restated Bylaws of The Ecology Group, Inc. | |
| * 3.961 | Articles of Incorporation of Thomas Disposal Service, Inc. | |
| * 3.962 | Bylaws of Thomas Disposal Service, Inc. | |
| * 3.963 | Partnership Agreement of Tippecanoe County Waste Services Partnership. | |
| * 3.964 | Certificate of Incorporation of Tom Luciano’s Disposal Service, Inc. | |
| * 3.965 | Amended and Restated Bylaws of Tom Luciano’s Disposal Service, Inc. | |
| * 3.966 | Articles of Organization of Total Roll-Offs, L.L.C. | |
| * 3.967 | Operating Agreement of Total Roll-Offs, L.L.C. |
II-193
| Exhibit | ||
| Number | Description | |
| * 3.968 | Certificate of Incorporation of Total Solid Waste Recyclers, Inc. (f/k/a Total Solid Waste Coordinators, Inc.), as amended. | |
| * 3.969 | Amended and Restated Bylaws of Total Solid Waste Recyclers, Inc. | |
| * 3.970 | Certificate of Incorporation of Tricil (N.Y.), Inc. (f/k/a Tricil (U.S.) Inc., f/k/a Tricil U.S., Ltd., f/k/a Seaway Disposal Systems, Inc., f/k/a Wilbur F. Hunt, Inc.), as amended. | |
| * 3.971 | Bylaws of Tricil (N.Y.), Inc. | |
| * 3.972 | Articles of Incorporation of Tri-County Refuse Service, Inc. | |
| * 3.973 | Amended and Restated Bylaws of Tri-County Refuse Service, Inc. | |
| * 3.974 | Articles of Incorporation of Tri-State Recycling Services, Inc. | |
| * 3.975 | Amended and Restated Bylaws of Tri-State Recycling Services, Inc. | |
| * 3.976 | Articles of Incorporation of Tri-State Refuse Corporation, as amended. | |
| * 3.977 | Bylaws of Tri-State Refuse Corporation. | |
| * 3.978 | Certificate of Limited Partnership of Turkey Creek Landfill TX, LP, as amended. | |
| * 3.979 | Agreement of Limited Partnership of Turkey Creek Landfill TX, LP. | |
| * 3.980 | Articles of Incorporation of United Disposal Service, Inc. (f/k/a HDS, Incorporated), as amended. | |
| * 3.981 | Amended and Restated Bylaws of United Disposal Service, Inc. | |
| * 3.982 | Articles of Incorporation of Upper Rock Island County Landfill, Inc. | |
| * 3.983 | Amended and Restated Bylaws of Upper Rock Island County Landfill, Inc. | |
| * 3.984 | Articles of Incorporation of Valley Landfills, Inc. | |
| * 3.985 | Amended and Restated Bylaws of Valley Landfills, Inc. | |
| * 3.986 | Certificate of Limited Partnership of Victoria Landfill TX, LP, as amended. | |
| * 3.987 | Agreement of Limited Partnership of Victoria Landfill TX, LP, as amended. | |
| * 3.988 | Articles of Organization of Vining Disposal Service, Inc., as amended. | |
| * 3.989 | Bylaws of Vining Disposal Service, Inc., as amended. | |
| * 3.990 | Partnership Agreement of Warrick County Development Company. | |
| * 3.991 | Articles of Incorporation of Wasatch Regional Landfill, Inc. | |
| * 3.992 | Bylaws of Wasatch Regional Landfill, Inc. | |
| * 3.993 | Articles of Incorporation of Waste Control Systems, Inc. (f/k/a Peltier Enterprises, Inc.), as amended. | |
| * 3.994 | Amended and Restated Bylaws of Waste Control Systems, Inc. | |
| * 3.995 | Certificate of Incorporation of Waste Services of New York, Inc. (f/k/a Allied Waste Industries of New York), as amended. | |
| * 3.996 | Amended and Restated Bylaws of Waste Services of New York, Inc. | |
| * 3.997 | Articles of Incorporation of Wastehaul, Inc. | |
| * 3.998 | Amended and Restated Bylaws of Wastehaul, Inc. | |
| * 3.999 | Articles of Organization of Wayne County Land Development, LLC. | |
| * 3.1000 | Operating Agreement of Wayne County Land Development, LLC. | |
| * 3.1001 | Certificate of Incorporation of Wayne County Landfill IL, Inc. | |
| * 3.1002 | Bylaws of Wayne County Landfill IL, Inc. |
II-194
| Exhibit | ||
| Number | Description | |
| * 3.1003 | Articles of Organization of Wayne Developers, LLC. | |
| * 3.1004 | Operating Agreement of Wayne Developers, LLC. | |
| * 3.1005 | Articles of Incorporation of WDTR, Inc. (f/k/a Woodburn Trucking Inc.), as amended. | |
| * 3.1006 | Amended and Restated Bylaws of WDTR, Inc. | |
| * 3.1007 | Certificate of Formation of Webster Parish Landfill, L.L.C. | |
| * 3.1008 | Limited Liability Company Agreement of Webster Parish Landfill, L.L.C. | |
| * 3.1009 | Articles of Incorporation of West Contra Costa Energy Recovery Company. | |
| * 3.1010 | Second Amended and Restated Bylaws of West Contra Costa Energy Recovery Company. | |
| * 3.1011 | Articles of Incorporation of West Contra Costa Sanitary Landfill, Inc. | |
| * 3.1012 | Second Amended and Restated Bylaws of West Contra Costa Sanitary Landfill, Inc. | |
| * 3.1013 | Articles of Incorporation of West County Landfill, Inc. | |
| * 3.1014 | Second Amended and Restated Bylaws of West County Landfill, Inc. | |
| * 3.1015 | Articles of Incorporation of West County Resource Recovery, Inc. | |
| * 3.1016 | Second Amended and Restated Bylaws of West County Resource Recovery, Inc. | |
| * 3.1017 | Certificate of Limited Partnership of Whispering Pines Landfill TX, LP, as amended. | |
| * 3.1018 | Agreement of Limited Partnership of Whispering Pines Landfill TX, LP, as amended. | |
| * 3.1019 | Articles of Incorporation of Willamette Resources, Inc. (f/k/a Sanitation Equipment Leasing, Inc., f/k/a Peltier Equipment Leasing Corp.), as amended. | |
| * 3.1020 | Amended and Restated Bylaws of Willamette Resources, Inc. | |
| * 3.1021 | Articles of Incorporation of Williams County Landfill Inc. | |
| * 3.1022 | Amended and Restated Bylaws of Williams County Landfill Inc. | |
| * 3.1023 | Certificate of Formation of Willow Ridge Landfill, LLC (f/k/a Peerless Landfill, LLC), as amended. | |
| * 3.1024 | Operating Agreement of Willow Ridge Landfill, LLC (f/k/a Peerless Landfill, LLC). | |
| * 3.1025 | Articles of Incorporation of WJR Environmental, Inc. | |
| * 3.1026 | Bylaws of WJR Environmental, Inc. (f/k/a Rabanco Acquisition Company Five). | |
| * 3.1027 | Articles of Incorporation of Woodlake Sanitary Service, Inc. | |
| * 3.1028 | Amended and Restated Bylaws of Woodlake Sanitary Service, Inc. | |
| * 3.1029 | Articles of Incorporation of Zakaroff Services (f/k/a Western Rubbish Service, Inc., f/k/a Kandilian Enterprises, Inc.), as amended. | |
| * 3.1030 | Second Amended and Restated Bylaws of Zakaroff Services. | |
| 4.1 | Indenture, dated as of September 8, 2009, by and between Republic Services, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, including form of Debt Security (incorporated by reference to Exhibit 4.1 to Republic’s Current Report on Form 8-K filed on September 9, 2009). | |
| 4.2 | First Supplemental Indenture, dated as of September 8, 2009, to the Indenture dated as of September 8, 2009, by and among Republic Services, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, including the form of 5.500% Notes due 2019 (incorporated by reference to Exhibit 4.2 to Republic’s Current Report on Form 8-K dated September 9, 2009). | |
| 4.3 | Indenture, dated as of November 25, 2009, by and between Republic Services, Inc. and U.S. Bank National Association, as trustee, including form of Debt Security (incorporated by reference to Exhibit 4.1 to Republic’s Current Report on Form 8-K filed on November 25, 2009). |
II-195
| Exhibit | ||
| Number | Description | |
| 4.4 | First Supplemental Indenture, dated as of November 25, 2009, to the Indenture dated as of November 25, 2009, by and among Republic Services, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, including the form of 5.25% Notes due 2021 (incorporated by reference to Exhibit 4.2 to Republic’s Current Report on Form 8-K dated November 25, 2009). | |
| 4.5 | Second Supplemental Indenture, dated as of March 4, 2010, to the Indenture dated as of November 25, 2009, by and among Republic Services, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, including the form of 5.00% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Republic’s Current Report on Form 8-K dated March 4, 2010). | |
| 4.6 | Third Supplemental Indenture, dated as of March 4, 2010, to the Indenture dated as of November 25, 2009, by and among Republic Services, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, including the form of 6.20% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Republic’s Current Report on Form 8-K dated March 4, 2010). | |
| 4.7 | Registration Rights Agreement, dated as of September 8, 2009, by and among Republic Services, Inc., the guarantors party thereto and Banc of America Securities LLC, Barclays Capital Inc. and J.P. Morgan Securities Inc., as representatives of the several initial purchasers named therein, relating to $650.0 million aggregate principal amount of 5.500% Notes due 2019 (incorporated by reference to Exhibit 4.3 to Republic’s Current Report on Form 8-K dated September 9, 2009). | |
| 4.8 | Registration Rights Agreement, dated as of November 25, 2009, by and among Republic Services, Inc., the guarantors party thereto and Banc of America Securities LLC, RBS Securities Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named therein, relating to $600.0 million aggregate principal amount of 5.25% Notes due 2021 (incorporated by reference to Exhibit 4.3 to Republic’s Current Report on Form 8-K dated November 25, 2009). | |
| 4.9 | Registration Rights Agreement, dated as of March 4, 2010, by and among Republic Services, Inc., the guarantors party thereto and Banc of America Securities LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the several initial purchasers named therein, relating to $850.0 million aggregate principal amount of 5.00% Notes due 2020 and $650.0 million aggregate principal amount of 6.20% Notes due 2040 (incorporated by reference to Exhibit 4.3 to Republic’s Current Report on Form 8-K dated March 4, 2010). | |
| † 5.1 | Opinion of Mayer Brown LLP with respect to the exchange notes. | |
| † 12.1 | Statement of computation of ratios of earnings to fixed charges. | |
| † 23.1 | Consent of Ernst & Young LLP. | |
| † 23.2 | Consent of Mayer Brown LLP (contained in Exhibit 5.1). | |
| † 24.1 | Powers of attorney (included in signature pages of the Registration Statement). | |
| † 25.1 | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. | |
| † 25.2 | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association. | |
| † 99.1 | Form of Letter of Transmittal. |
| * | To be filed by amendment or incorporated by reference in connection with the offering of securities registered hereby, as appropriate. | |
| † | Filed previously. |
II-196