SC 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N0CvSkXeiamOBlEwCizhcH05bFY9bTseP7VBk5QS3HKMiNWt/ocYyvfP+cdsq2ni Xz2kfrTW4ixsvZcyTmJSow== 0000899681-04-000004.txt : 20040105 0000899681-04-000004.hdr.sgml : 20040105 20040105163901 ACCESSION NUMBER: 0000899681-04-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED WASTE INDUSTRIES INC CENTRAL INDEX KEY: 0000848865 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 880228636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43433 FILM NUMBER: 04505579 BUSINESS ADDRESS: STREET 1: 15880 N. GREENWAY-HAYDEN LOOP STREET 2: SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4806272700 MAIL ADDRESS: STREET 1: 15880 N. GREENWAY-HAYDEN LOOP STREET 2: SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GSCP NJ INC CENTRAL INDEX KEY: 0001221028 IRS NUMBER: 13409394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: 9734371000 MAIL ADDRESS: STREET 1: 500 CAMPUS DRIVE STREET 2: SUITE 220 CITY: FLORHAM PARK STATE: NJ ZIP: 07932 SC 13D/A 1 gscp-sc13da_010504.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEUDLE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934

ALLIED WASTE INDUSTRIES, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of class of securities)

019589308
(CUSIP number)

GSCP (NJ), Inc.
c/o GSC Partners
500 Campus Drive, Suite 220
Florham Park, New Jersey 07932
Attn: Matthew C. Kaufman

with a copy to:

Hillel Bennett
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
(Name, address and telephone number of person authorized
to receive notices and communications)

December 18, 2003
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)
(Page 1 of 23 pages)

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 2 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GSCP (NJ), Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* CO

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 3 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GSCP (NJ), L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 4 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GREENWICH STREET INVESTMENTS II, LLC 13-4012044

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* OO

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 5 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GREENWICH STREET CAPITAL PARTNERS II, L.P. 13-4012047

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

9,882,457

0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 6 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GSCP OFFSHORE, L.P. 52-2110184

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

334,815

0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 7 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GREENWICH FUND, L.P. 13-4012046

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

205,972

0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 8 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GREENWICH STREET EMPLOYEES FUND, L.P. __-_________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

578,025

0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 9 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRV EXECUTIVE FUND, L.P. __-_________

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: [OO]

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

48,730

0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 10 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ALFRED C. ECKERT III

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 11 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KEITH W. ABELL

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 12 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert A. Hamwee

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 13 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard M. Hayden

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 14 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas V. Inglesby

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 15 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew C. Kaufman

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 16 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christine K. Vanden Beukel

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 17 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Wagner

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No.: 019589308

Page 18 of 23

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SANJAY H. PATEL

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ] (a) [X] (b)

3	SEC USE ONLY

4	SOURCE OF FUNDS: OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

0

11,049,999

0

11,049,999

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,049,999 - See Item 5 (not to be construed as an admission of beneficial ownership).

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - See Item 5

14	TYPE OF REPORTING PERSON* IN

This Amendment No. 2 supplements and amends the Report on Schedule 13D originally filed on August 10, 1999 and as amended by Amendment No. 1 on September 4, 2003 (“Amendment No. 1” and collectively, the “Statement”), with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Allied Waste Industries, Inc. (the “Allied”). Unless otherwise indicated each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement.

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 is hereby amended and supplemented by deleting the last paragraph and adding the following to the end thereof:

On December 18, 2003 the Greenwich Street Funds, together with Apollo, Blackstone, DLJ and certain unrelated investors (collectively, the “Investors”) and Allied consummated a transaction contemplated by the July 31, 2003 Exchange Agreement (the “Exchange Agreement”), a copy of which was filed as an exhibit to Amendment No. 1 and is hereby incorporated by reference, whereby the Investors exchanged the shares of Preferred Stock beneficially owned by them for shares of the Common Stock of Allied. Upon the consummation of the exchange transaction the Investors entered into a Third Amended and Restated Shareholders’ Agreement dated December 18, 2003 (the “Third Amended Shareholders Agreement”), a copy of which is attached as an exhibit hereto, and the Second Amended and Restated Registration Rights Agreement dated December 18, 2003 (the “Second Amended Registration Rights Agreement”), a copy of which is attached as an exhibit hereto.

ITEM 5.

INTEREST IN SECURITIES OF ISSUER.

Item 5 is hereby amended and supplemented by deleting in its entirety the response to sections (a) and (b) and replacing it with the following :

Pursuant to the terms of the Exchange Agreement, on December 18, 2003 (the “Closing Date”), the Greenwich Street Funds exchanged all the shares of Preferred Stock owned by them for 11,049,999 shares of Common Stock. Upon the Closing Date, the Greenwich Street Funds’ ownership of the outstanding Common Stock was 3.5% based on 319,705,010 shares of Common Stock, which the Company has informed the Reporting Persons is the total outstanding shares of Common Stock as of the Closing Date, after giving effect to the exchange transaction.

While each of the Reporting Persons may be deemed to beneficially own the shares held by the Investors (collectively, the “Investors' Shares”), each of the Reporting Persons disclaims beneficial ownership of all Investors’ Shares other than those held by the Greenwich Street Funds.

By virtue of their position as managing members of GSI, each of Mr. Abell, Mr. Eckert III, Mr. Hamwee, Mr. Hayden, Mr. Inglesby, Mr. Kaufman, Mr. Patel, and Ms. Vanden Beukel may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Investors' Shares that may be deemed to be owned beneficially by GSI. Each of Mr. Abell, Mr. Eckert III, Mr. Hamwee, Mr. Hayden, Mr. Inglesby, Mr. Kaufman, Mr. Patel, and Ms. Vanden Beukel disclaims beneficial ownership of the Investors' Shares.

By virtue of their position as a managing director, executive officer and shareholder of GSCP (NJ), Inc. and a limited partner of GSCP (NJ), L.P. each of Mr. Abell, Mr. Eckert III, Mr. Hamwee, Mr. Hayden, Mr. Inglesby, Mr. Kaufman, Mr. Patel, Ms. Vanden Beukel and Mr. Wagner, each of Mr. Abell, Mr. Eckert III, Mr. Hamwee, Mr. Hayden, Mr. Inglesby, Mr. Kaufman, Mr. Patel, Ms. Vanden Beukel and Mr. Wagner may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Investors' Shares that may be deemed to be owned beneficially by GSCP (NJ), Inc. and GSCP (NJ), L.P. Each of Mr. Abell, Mr. Eckert III, Mr. Hamwee, Mr. Hayden, Mr. Inglesby, Mr. Kaufman, Mr. Patel, Ms. Vanden Beukel and Mr. Wagner disclaims beneficial ownership of the Investors' Shares.

Subject to market conditions, the standstill provisions contained in the Third Amended Shareholders Agreement and other factors, the Greenwich Street Funds or their affiliates may acquire or dispose of shares of Allied from time to time in future open-market, privately negotiated or other transactions, may enter into agreements with third parties relating to acquisitions of securities issued or to be issued by Allied, may enter into agreements with the management of Allied relating to acquisitions of shares of Allied by members of management, issuances of options to management or their employment by the surviving corporation, or may effect other similar agreements or transactions.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended and supplemented by deleting the last five paragraphs of this item and adding the following to the end thereof:

On July 31, 2003, the Investors and Allied entered into the Exchange Agreement pursuant to which each of the Investors agreed to exchange all of their shares of Preferred Stock for shares of Common Stock at the rate of 110.5 shares of Common Stock per share of Preferred Stock.

On December 18, 2003, following stockholder approval of the Exchange Agreement, the Investors and Allied consummated the exchange transaction whereby the Greenwich Street Funds exchanged all shares of Preferred Stock owned by them for an aggregate of 11,049,999 shares of Common Stock.

Pursuant to the terms of the Exchange Agreement, the Greenwich Street Funds are restricted from selling their shares of Common Stock for one year subsequent to the closing.

Pursuant to the terms of the Third Amended Shareholders Agreement, until July 30, 2009 (or until the holdings of the Investors decrease below certain levels or certain other events occur), the Investors are prohibited from engaging in certain transactions with respect to the voting stock of Allied, including certain acquisitions or dispositions of stock of Allied and certain actions with respect to election of directors of Allied. Apollo and Blackstone hold rights to appoint certain members to the Board of Directors of Allied. None of the Greenwich Street Funds hold any rights in respect of the appointment of members to the Board of Directors of Allied.

On December 18, 2003 the Investors and Allied entered into the Second Amended Registration Rights Agreement to provide that the shares of Common Stock issued in exchange for the Preferred Stock in the exchange transaction would be subject to certain registration rights of the Investors.

The descriptions of the Exchange Agreement, the Third Amended Shareholders Agreement and the Second Amended Registration Rights Agreement set forth above are qualified in their entirety by reference to the Exchange Agreement, the Third Amended Shareholders Agreement and the Second Amended Registration Rights Agreement, copies of which have been filed as Exhibit 3, 5 and 6, respectively, to this Statement and are incorporated herein by reference.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 5:

Third Amended and Restated Shareholders Agreement, dated December 18, 2003, among Allied, the Greenwich Street Funds, DLJ, Apollo and Blackstone and certain other unrelated investors.

Exhibit 6:

Second Amended and Restated Registration Rights Agreement , dated December 18, 2003, among Allied, the Greenwich Street Funds, DLJ, Apollo and Blackstone and certain other unrelated investors.

SIGNATURE

The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this Statement is true, complete and correct.

Dated: January 5, 2004

GSCP (NJ), L.P.

By:       GSCP (NJ), Inc.,
              its general partner

By:        /s/ Matthew Kaufman
             Name:   Matthew C. Kaufman
             Title:     Managing Director

GSCP (NJ), INC.

By:       GSCP (NJ) Holdings, L.P.,
              its sole member

By:        /s/ Matthew Kaufman
             Name:   Matthew C. Kaufman
             Title:    Managing Director

GREENWICH STREET INVESTMENTS II, L.L.C.

By:        /s/ Matthew Kaufman
             Name:   Matthew C. Kaufman
             Title:     Managing Director

GREENWICH STREET CAPITAL PARTNERS
II, L.P.
GSCP OFFSHORE FUND, L.P.
GREENWICH FUND, L.P.
GREENWICH STREET EMPLOYEES
FUND, L.P.
TRV EXECUTIVE FUND, L.P.

By:       Greenwich Street Investments II, L.L.C.,
              its general partner

By:        /s/ Matthew Kaufman
             Name:   Matthew C. Kaufman
             Title:     Managing Director

Keith W. Abell, Alfred C. Eckert III, Robert A. Hamwee, Richard M. Hayden, Thomas V. Inglesby, Matthew C. Kaufman, Sanjay H. Patel, Christine K. Vanden Beukel and Andrew Wagner

By:        /s/ Matthew Kaufman
             as Attorney-in-Fact*

By:        /s/ Andrew Wagner
             as Attorney-in-Fact*

*Attorneys-in-Fact under Power of Attorney dated January 4, 2002 as filed with the SEC as Exhibit 7(L) to the Schedule 13D/A for Moore Corporation Limited filed by Greenwich Street Capital Partners II, L.P. et al. on January 7, 2002.

EXHIBIT INDEX

Exhibit 5:

Third Amended and Restated Shareholders Agreement, dated December 18, 2003, among Allied, the Greenwich Street Funds, DLJ, Apollo and Blackstone and certain other unrelated investors.

Exhibit 6:

Second Amended and Restated Registration Rights Agreement , dated December 18, 2003, among Allied, the Greenwich Street Funds, DLJ, Apollo and Blackstone and certain other unrelated investors.

EX-5 3 gscp-ex5_010504.htm Exhibit 5

Execution Copy

THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This Third Amended and Restated Shareholders Agreement, dated as of December 18, 2003 (this "Agreement"), by and between Allied Waste Industries, Inc., a Delaware corporation (the "Company"), on the one hand, and Apollo Investment Fund IV, L.P., a Delaware limited partnership ("AIF IV"), Apollo Investment Fund III, L.P., a Delaware limited partnership ("AIF III"), Apollo Overseas Partners IV, L.P., a Delaware limited partnership ("AOP IV"), Apollo Overseas Partners III, L.P., a Delaware limited partnership ("AOP III"), Apollo (U.K.) Partners III, L.P., an English limited partnership ("AUK III"), Apollo/AW LLC, a Delaware limited liability company ("AAW"), Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership ("BCP"), Blackstone Offshore Capital Partners II L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands limited partnership ("BOC III"), Blackstone Family Investment Partnership II L.P., a Delaware limited partnership, Blackstone Family Investment Partnership III L.P., a Delaware limited partnership ("BFP III"), Greenwich Street Capital Partners II, L.P., a Delware limited partnership, GSCP Offshore Fund, L.P., a Cayman Islands exempted limited partnership, Greenwich Fund, L.P., a Delaware limited partnership, Greenwich Street Employees Fund, L.P., a Delaware limited partnership, TRV Executive Fund, L.P., a Delaware limited partnership, DLJMB Funding II, Inc., a Delaware corporation, DLJ Merchant Banking Partners II, L.P., a Delaware limited partnership, DLJ Merchant Banking Partners II-A, L.P., a Delaware limited partnership, DLJ Diversified Partners, L.P., a Delaware limited partnership, DLJ Diversified Partners-A, L.P., a Delaware limited partnership, DLJ Millennium Partners, L.P., a Delaware limited partnership, DLJ Millennium Partners-A, L.P., a Delaware limited partnership, DLJ First ESC L.P., a Delaware limited partnership, DLJ Offshore Partners II, C.V., a Netherlands Antilles limited partnership, DLJ EAB Partners, L.P., a Delaware limited partnership, and DLJ ESC II L.P., a Delaware limited partnership, Kenneth D. Moelis, Mark Lanigan, Jeffrey Klein and Susan Schnabel (collectively, the "Shareholders"), on the other hand, amending and restating in its entirety the Second Amended and Restated Shareholders Agreement dated as of July 30, 1999 (the "Original Agreement"), by and between the Company, on the one hand, and certain of the Shareholders, on the other hand.

WHEREAS, certain of the Shareholders purchased an aggregate of 11,776,765 shares (the "TPG Group Block") of the Company's common stock, par value $.01 per share (the "Common Stock"), from TPG Partners, L.P., a Delaware limited partnership, and TPG Parallel I, L.P., a Delaware limited partnership, and an aggregate of 14,600,000 shares of Common Stock (the "Laidlaw Block" and together with the TPG Group Block, the "Shares") from Laidlaw, Inc., a Canadian corporation;

WHEREAS, on July 30, 1999, certain of the Shareholders entered into (i) a Preferred Stock Purchase Agreement (the "Preferred Stock Purchase Agreement") pursuant to which certain of the Shareholders purchased an aggregate of 1,000,000 shares of Senior Convertible Preferred Stock, par value $.10 per share, of the Company ("Senior Preferred Stock"), which is convertible into shares of Common Stock, and (ii) an Amended and Restated Registration Rights Agreement (the "Prior Registration Rights Agreement") granting certain registration rights;

WHEREAS, under the Original Agreement, the Company granted to certain of the Shareholders the right as a group to appoint certain designees for election to the Board of Directors of the Company and those Shareholders agreed to certain restrictions on the acquisition and disposition of Common Stock and the conduct of such Shareholders with respect to the Company;

WHEREAS, the Company and certain of the Shareholders have entered into an Exchange Agreement, dated July 31, 2003 (the "Exchange Agreement"), pursuant to which, upon the terms and subject to the conditions set forth in the Exchange Agreement, the Shareholders will exchange their shares of Senior Preferred Stock for shares of Common Stock to be issued by the Company (the "Exchange");

WHEREAS, concurrently herewith, the Company and the Shareholders are entering into a Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") which shall become effective at the time of closing of the Exchange;

WHEREAS, a condition to closing the Exchange is that the Company and the Shareholders enter into a Supplementary Shareholders Agreement and the Company and the Shareholders agree that this Agreement fully incorporates the terms of the Supplementary Shareholders Agreement and the execution and delivery of this Agreement by the Company and the Shareholders satisfies the conditions in the Exchange Agreement relating to entry into the Supplementary Shareholders Agreement; and

WHEREAS, in recognition of the transactions contemplated by the Exchange Agreement, the parties desire to amend and restate the Original Agreement in its entirety (except as may be otherwise set forth herein) as set forth herein;

NOW, THEREFORE, the parties hereto intending to be legally bound hereby, the parties agree as follows, effective upon the closing of the Exchange:

ARTICLE 1

Definitions; Representations and Warranties

SECTION 1.1 Definitions. Unless otherwise specified all references to "days" shall be deemed to be references to calendar days. For purposes of this Agreement, the following terms shall have the following meanings:

"Actual Voting Power" shall mean, as of the date of determination, the total voting power of all the then outstanding securities of the Company at the time then entitled to vote for the general election of directors, without giving effect to securities issuable upon exercise or conversion of such outstanding securities.

"Affiliate" of a Person shall have the meaning set forth in Rule 12b-2 of the Exchange Act as in effect on the date of this Agreement, but shall not include (i) any investment fund in which a Person has invested if the Person does not otherwise control the investment fund or have, directly or indirectly, voting or dispositive power over any securities owned by such fund or (ii) any investor or limited partner of any Person who does not otherwise have voting or dispositive power over securities owned by that Person and is not controlled by that Person. It is expressly intended that any Person who now or hereafter controls, directly or indirectly, any Shareholder (other than an Exempt Affiliate) shall be subject to the restrictions of Section 2.1 as if it were a Shareholder.

"Apollo/Blackstone Shareholders" mean those Shareholders who are affiliated with either Apollo Advisors II, L.P., Apollo Management IV, L.P. or Blackstone Management Associates II L.L.C., including, but not limited to, AIF III, AOP III, AUK III, AIF IV, AOP IV, AAW, BCP, BOC III and BFP III.

"Apollo/Blackstone Shares" means the TPG Group Block, the Laidlaw Block, and the 87,295,000 shares of Common Stock to be issued to the Apollo/Blackstone Shareholders pursuant to the Exchange Agreement.

"Beneficial ownership" by a Person of any Voting Securities shall be determined in accordance with the term "beneficial ownership" as defined in Rule 13d-3 under the Exchange Act as in effect on the date of this Agreement and, in addition, "beneficial ownership" shall include securities which such Person has the right to acquire (irrespective of whether such right is exercisable immediately or only after the passage of time, including the passage of time in excess of sixty (60) days) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. For purposes of this Agreement, a Shareholder shall be deemed to beneficially own any Voting Securities beneficially owned by its Affiliates or any Group of which such Shareholder or any such Affiliate is a member.

"Board of Directors" shall mean the Board of Directors of the Company.

"Commission" shall mean the Securities and Exchange Commission.

"Conversion Shares" shall mean the shares of Common Stock issued by the Company in exchange for the shares of Senior Preferred Stock pursuant to the Exchange Agreement.

"DLJ Parent Entities" mean and includes Credit Suisse First Boston Private Equity, Inc., Credit Suisse First Boston (USA), Inc. and Credit Suisse First Boston, LLC. and any Person that, directly or indirectly, controls Credit Suisse First Boston (USA), Inc.

"DLJ Shareholders" shall mean DLJMB Funding II, Inc., DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P., DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners-A, L.P., DLJ First ESC L.P., DLJ Offshore Partners II, C.V., DLJ EAB Partners, L.P. and DLJ ESC II L.P.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Greenwich Street Shareholders" shall mean Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV Executive Fund, L.P.

"Group" shall mean a "group" as such term is used in Section 13(d)(3) of the Exchange Act as in effect on the date of this Agreement.

"Laws" shall mean all applicable foreign, federal, state and local laws, statutes, rules, regulations, codes and ordinances.

"Person" shall mean any individual, Group, corporation, general or limited partnership, limited liability company, governmental entity, joint venture, estate, trust, association, organization or other entity of any kind or nature.

"Related Person" means, with respect to any Person, (A) any Affiliate of such Person, (B) any investment manager, investment advisor or partner of such Person or an Affiliate of such Person, and (C) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such Person or a Related Person of such Person; provided, however, that "Related Person" shall mean with respect to any DLJ Shareholder, (I) any general or limited partner of such DLJ Shareholder (a "DLJ Partner"), (II) any corporation, partnership or other entity which is an Affiliate of such DLJ Shareholder or of any DLJ Partner (collectively, the "DLJ Affiliates"), (III) any managing director, general partner, director, limited partner, officer or employee of (x) such DLJ Shareholder, (y) such DLJ Partner or (z) any DLJ Affiliate of such DLJ Partner or a DLJ Affiliate, or the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any of the foregoing Persons referred to in this clause (III) (collectively, "DLJ Associates"), (IV) any trust, the beneficiaries of which, or a corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, include only such DLJ Shareholder, DLJ Affiliates, DLJ Associates, their spouses or their lineal descendants, and (V) a voting trustee for one or more DLJ Shareholders, DLJ Affiliates or DLJ Associates.

"Reorganization Transaction" means: (i) any merger, consolidation, recapitalization, liquidation or other business combination transaction involving the Company; (ii) any tender offer or exchange offer for any securities of the Company; or (iii) any sale or other disposition of assets of the Company or any of its Subsidiaries in a single transaction or in a series of related transactions in each of the foregoing cases constituting individually or in the aggregate 10% or more of the assets or Voting Securities (as applicable) of the Company.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Shareholder Designee" shall mean a person designated for election to the Board of Directors by the Apollo/Blackstone Shareholders as provided in Section 3.1.

"Total Voting Power" shall mean the total combined Voting Power, on a fully diluted basis, of all the Voting Securities then outstanding.

"Voting Power" shall mean, as of the date of determination, the voting power in the general election of directors of the Company, and shall be calculated for each Voting Security by reference to the maximum number of votes such Voting Security is or would be entitled to cast in the general election of directors, and, in the case of convertible (or exercisable or exchangeable) securities, by reference to the maximum number of votes such Voting Security would be entitled to cast in unconverted or converted (or exercised, unexercised, exchanged or unexchanged) status. For purposes of determining Voting Power under this Agreement, a Voting Security which is convertible into or exchangeable for a Voting Security shall be counted as having the greater of (i) the number of votes to which such Voting Security is entitled prior to conversion or exchange and (ii) the number of votes to which the Voting Security into which such Voting Security is convertible or exchangeable is entitled. Notwithstanding anything else to the contrary contained in this Agreement, there shall not be included in calculating Voting Power any votes which a Person shall have upon and by reason of the non-payment of dividends on preferred shares in accordance with the terms of such preferred shares.

"Voting Securities" shall mean (x) any securities entitled, or which may be entitled, to vote generally in the election of directors of the Company (including, when issued, shares of Common Stock issued pursuant to the Exchange Agreement), (y) any securities convertible or exercisable into or exchangeable for such securities (whether or not the right to convert, exercise or exchange is subject to the passage of time or contingencies or both), or (z) any direct or indirect rights or options to acquire any such securities; provided that unexercised options granted pursuant to any employment benefit or similar plan and rights issued pursuant to any shareholder rights plan shall be deemed not to be "Voting Securities" (or to have Voting Power).

In addition, the following terms have the definitions specified in the Sections noted:

Term

AIF IV
AIF III
AOP IV
AOP III
AUK III
AAW
Actual Voting Power Threshold
Agreement
BCP
BOC III
BFP III
Beneficial Ownership Threshold
Common Stock
Company
Credit Agreement
Disposition
Exempt Affiliate
Future Major Investor
HSR Act
Information
Junior Preferred Stock
Laidlaw Block
Laidlaw
Management Directors
Material Adverse Effect
Moving Party
Nominating Committee
Original Agreement
Preferred Stock Purchase Agreement
Purchase Date
Registration Rights Agreement
Related Transferee
Representatives
Rule 144 Sale
Senior Preferred Stock
Shareholder Designee Period
Shareholders
Shares
Specific Rights
Standstill Period
TPG Group Block
Unaffiliated Directors

Section

recitals
recitals
recitals
recitals
recitals
recitals
3.1(b)
recitals
recitals
recitals
recitals
3.1(b)
recitals
recitals
1.2(e)
4.1
2.1
2.3
1.2(c)
3.4
recitals
recitals
recitals
3.1(b)
1.2(b)
5.3
3.1(b)
recitals
recitals
4.1(b)
recitals
4.1(f)
5.13
4.1(c)
recitals
3.1(b)
recitals
recitals
5.13
2.1
recitals
3.1(b)

SECTION 1.2. Representations and Warranties of the Company. The Company represents and warrants to Shareholders as follows:

(a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part. This Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, and insolvency, fraudulent transfer reorganization, moratorium and similar laws of general applicability relating to or affecting creditor's rights and to general equity principles.

(b) The execution, delivery and performance of this Agreement by the Company does not and will not (i) contravene or conflict with or constitute a default under the Company's Certificate of Incorporation or Bylaws, (ii) contravene or conflict with or constitute a default under any agreement to which the Company is a party or is bound, or result in a breach of or default under any instrument or agreement to which the Company is a party or is bound, which violation, breach or default would have a material adverse effect on the Company's business taken as a whole or would adversely affect the consummation of the transactions contemplated by this Agreement or the Exchange Agreement (a "Material Adverse Effect"), (iii) violate any judgment, order, injunction, decree or award against or binding upon the Company as of the date of this Agreement, the violation of which, individually or in the aggregate, would have a Material Adverse Effect, (iv) violate any Law relating to the Company, the violation of which, individually or in the aggregate, would have a Material Adverse Effect or (v) constitute a "change of control," or result in the acceleration of rights, under any material debt instrument to which the Company is a party.

(c) Except for applicable requirements of the Exchange Act, the New York Stock Exchange, or as disclosed in the Exchange Agreement, the Company is not required to make any filing or registration with, or obtain any permit, authorization, consent or approval of, any governmental entity or any other Person in connection with this Agreement, the Exchange Agreement, or any of the transactions contemplated hereby and thereby.

SECTION 1.3. Representations and Warranties of Shareholder. Each Shareholder severally, but not jointly, represents and warrants to the Company as follows:

(a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated by this Agreement are within its powers and have been duly authorized by all necessary action on its part. This Agreement constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject, as to enforcement, to bankruptcy, and insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor's rights and to general equity principles.

(b) The execution, delivery and performance of this Agreement by such Shareholder does not and will not contravene or conflict with or constitute a default under such Shareholder's partnership agreement or similar governing documents.

(c) As of the date of this Agreement, such Shareholder does not beneficially own any Voting Securities except (i) any Voting Securities beneficially owned on the date hereof in compliance with the Original Agreement and any predecessor to the Original Agreement and (ii) the shares of Common Stock which are subject to the Exchange Agreement.

ARTICLE 2

Standstill

SECTION 2.1. Standstill. (a) Until the earliest to occur of (A) the tenth anniversary of the purchase of the Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, (B) the date on which the Apollo/Blackstone Shareholders own, collectively, Voting Securities which would represent (i) less than 10% of the Total Voting Power, excluding voting securities beneficially owned by the Shareholders other than the Apollo/Blackstone Shareholders and (ii) less than 10% of the Actual Voting Power, excluding voting securities beneficially owned by the Shareholders other than the Apollo/Blackstone Shareholders; provided that the Shareholders at such time are entitled to designate not more than one director pursuant to Article 3 hereof, and (C) termination under Section 2.2 (such period, the "Standstill Period") (provided that the Standstill Period shall end (x) with respect to the DLJ Shareholders, on the date on which the DLJ Shareholders no longer own any Conversion Shares, and (y) with respect to the Greenwich Street Shareholders, on the date on which the Greenwich Street Shareholders no longer own any any Conversion Shares), each Shareholder will not, and will cause each of its Affiliates (other than Exempt Affiliates) not to, directly or indirectly:

(i) acquire, offer to acquire, or agree to acquire, by purchase or otherwise, any Voting Securities or voting rights or direct or indirect rights or options to acquire any Voting Securities of the Company or any of its Affiliates other than (A) an acquisition as a result of a stock split, stock dividend or similar recapitalization, (B) the acquisition of shares of Common Stock which are subject to the Exchange Agreement, (C) with the prior written consent of the chairman of the Board of Directors and the chief executive officer of the Company, acquisitions by the Apollo/Blackstone Shareholders of up to a collective aggregate amount of 3,000,000 shares (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, stock dividends or any other recapitalization of the Company and as reduced to reflect any such acquisitions pursuant to Section 2.1(a)(i)(C) of the Original Agreement) of Common Stock, (D) stock options or similar rights granted by the Company to an Affiliate of such Shareholder as compensation for performance as a director or officer of the Company or its subsidiaries (and any shares issuable upon exercise thereof), (E) transfers between such Shareholder and Related Transferees as permitted under Section 4.1(f) or (F) any rights which are granted to all shareholders of the Company (and any shares issuable upon exercise thereof); provided, however, that if the Shareholders or any of their Affiliates in good faith inadvertently acquire not more than 500,000 shares of Common Stock in violation of these provisions and within 15 days after the first date on which the Shareholders have actual knowledge (including by way of written notice given by the Company) that a violation has occurred Shareholders or any of their Affiliates shall have transferred any shares of Common Stock held in violation of these provisions to unrelated third parties so that the Shareholders and their Affiliates no longer beneficially own any such shares or have any agreement or understanding relating to such shares, this Section 2.1 shall be deemed to not have been violated; and provided, further, that no violation of this provision shall be deemed to have occurred by reason of the indirect acquisition of beneficial ownership of securities resulting from (x) investments in investment funds as to which no Shareholder or Affiliate thereof has control or power to control with respect to voting or investment decisions or (y) acquisitions of securities by a limited partner in any Shareholder or Affiliates thereof as to which limited partner no Shareholder or its Affiliates has control or power to control;

(ii) make or cause to be made any proposal for a Reorganization Transaction except for Dispositions in accordance with Article 4;

(iii) form, join or in any way participate in a Group with respect to any securities of the Company or its Affiliates, other than with other Shareholders or Affiliates of any Shareholder; provided, however, that in the case of securities other than Voting Securities, Shareholders may participate in a Group with respect thereto with the prior approval of a majority of the entire Board of Directors (which approval is requested in a manner which does not require disclosure publicly or to any third party);

(iv) make, or in any way cause or participate in, any "solicitation" of "proxies" to vote (as those terms are defined in Regulation 14A under the Exchange Act) with respect to the Company or its Affiliates, or communicate with, seek to advise, encourage or influence any Person, in any manner, with respect to the voting of, securities of the Company or its Affiliates, or become a "participant" in any "election contest" (as those terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or its Affiliates (other than non-public communications with other Shareholders or Affiliates of any Shareholder which would not require public disclosure by any Person or solicitation of proxies in support of the election of Shareholder Designees, Management Directors and Unaffiliated Directors nominated by the Board of Directors in accordance with Section 3.1 hereof in circumstances in which a third party is soliciting parties for the election of nominees not nominated by the Board of Directors);

(v) initiate, propose or, except with the prior approval of a majority of the entire Board of Directors (which approval is requested in a manner which does not require disclosure publicly or to any third parties) otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company or its Affiliates or induce or attempt to induce any other Person to initiate any stockholder proposal or seek election to or seek to place a representative on the Board of Directors of the Company (except pursuant to Section 3.1 of this Agreement) or its Affiliates or seek the removal of any member of the Board of Directors of the Company or its Affiliates (for this purpose, the actions of the Shareholder Designees in communicating (without public disclosure or disclosure to third parties) with the Board of Directors in their capacity as directors of the Company, and non-public communication by a Shareholder with other Shareholders or Affiliates of any Shareholder which would not require public disclosure by any Person, shall not be deemed to be in contravention of this paragraph (v));

(vi) in any manner, agree, attempt, seek or propose (other than making any request for permission with respect thereto which would not require disclosure publicly or to any third party) to deposit any securities of the Company or its Affiliates in any voting trust or similar arrangement or to subject any securities of the Company or its Affiliates to any other voting or proxy agreement, arrangement or understanding (other than any such agreements or understandings with other Shareholders or Affiliates of any Shareholder);

(vii) offer, sell or transfer any Voting Securities or rights to receive Voting Securities except for Dispositions in accordance with Article 4;

(viii) disclose any intention, plan or arrangement, or make any public announcement (or request permission to make any such announcement other than making any request for permission which would not require disclosure publicly or to any third party), or induce any other Person to take any action, inconsistent with the foregoing;

(ix) enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing;

(x) advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the foregoing;

(xi) otherwise act in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company or its Affiliates (for this purpose, the actions of the Shareholder Designees in their capacity as directors of the Company shall not be deemed to be in contravention of this paragraph (xi)); or

(xii) request a waiver of any of the provisions of any of paragraphs (i) through (xii) of this Section 2.1 (except any request which would not require disclosure publicly or to any third party);

provided, that this Section 2.1 shall not restrict or inhibit the rights of a Shareholder to exercise its voting rights as a stockholder of the Company (subject to Section 3.2).

(b) Affiliates of Shareholders who (i) are not Apollo/Blackstone Shareholders or their Affiliates, (ii) are not Related Transferees of any Shareholder, (iii) are not in possession of any material non-public Information provided to Shareholders by the Company, its subsidiaries or representatives pursuant to Section 3.4 hereof or otherwise, and (iv) do not have voting or dispositive power over any Conversion Shares (such affiliates being "Exempt Affiliates") shall not be subject to this Section 2.1.

(c) The DLJ Shareholders represent and warrant to the Company that the DLJ Parent Entities are now, and at any time during the Standstill Period that they take actions that would be otherwise prohibited by Section 2.1(a) will be, Exempt Affiliates. Based upon the foregoing representations and warranties in this Section 2.1(c), the Company will consider the DLJ Parent Entities to be Exempt Affiliates.

SECTION 2.2. Early Termination of Standstill. The obligations of Shareholders under Section 2.1 shall terminate early upon the occurrence of any of the following events:

(a) At least $10,000,000 in indebtedness for monies borrowed by the Company or its subsidiaries shall have been accelerated and payment therefor shall not have been made within 20 days after such acceleration, and the Company shall not in good faith be contesting whether such amount is owed.

(b) A final judgment or judgments (not subject to appeal) for the payment of money shall have been entered against the Company or its subsidiaries in an aggregate amount in excess of $10,000,000 (exclusive of any amounts fully covered by insurance (less any applicable deductible) or indemnification) by a court or courts of competent jurisdiction, which judgments remain unsatisfied, undischarged, unstayed or unbonded for a period of 45 days after the entry of such judgment or judgments.

(c) The Company shall file a petition in bankruptcy or for reorganization or for an arrangement or any composition, readjustment, liquidation, dissolution or similar relief pursuant to Title 11 of the United States Code or under any similar present or future federal law or the law of any other jurisdiction or shall be adjudicated a bankrupt or insolvent, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or for all or any substantial part of its property, or shall make a general assignment for the benefit of its creditors.

(d) A petition or answer shall be filed proposing the adjudication of the Company as bankrupt or its reorganization or arrangement, or any composition, readjustment, liquidation, dissolution or similar relief with respect to it pursuant to Title 11 of the United States Code or under any similar present or future federal law or the law of any other jurisdiction, and the Company shall consent to or acquiesce in the filing thereof, or such petition or answer shall not be discharged or denied within 60 days after the filing thereof.

(e) The Company shall be in material breach of its obligations to Shareholders under the Registration Rights Agreement and such breach shall not have been cured within 20 days after receipt by the Company from Shareholders of a written notice specifying such breach and requiring it to be remedied, and the Company shall not in good faith be contesting whether such breach has occurred.

(f) If the Company shall, in breach of its obligations under this Agreement, fail to nominate for election to the Board of Directors any Shareholder Designee who satisfies the requirements for designation to the Board of Directors set forth in Section 3.1(d).

SECTION 2.3. Modification Upon Subsequent Agreement. If (a) the Company enters into any agreement, understanding or arrangement with any other Person or Group (each a "Future Major Investor") relating to the Company's obligation, whether absolute, contingent, current or future, to support or cause the nomination of one or more Persons to the Board of Directors at the request of the Future Major Investor, and (b) such agreement, understanding or arrangement contains any terms with respect to the matters covered by this Article 2 that are more favorable to the Future Major Investor than those provided to the Shareholders hereunder, then this Article 2 shall be automatically modified to include the more favorable terms and thereby provide the Shareholders with rights at least as favorable and obligations no more burdensome as those given to the Future Major Investor.

ARTICLE 3

Board Representation and Voting

SECTION 3.1. Board Representation. (a) Until the earlier to occur of the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of the Apollo/Blackstone Shares (the "Shareholder Designee Period"), the Board of Directors shall consist of no more than thirteen (13) directors during the Shareholder Designee Period.

For so long as the Apollo/Blackstone Shareholders are entitled to at least two Shareholder Designees under this Agreement, the Apollo/Blackstone Shareholders shall be entitled to have one Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee and other than such committees on which membership of a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange.

(b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, the Company will cause David Blitzer to be elected or appointed to the Board of Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's Nominating Committee (as defined herein) shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company: (i) no more than two persons who are executive officers of the Company ("Management Directors"), (ii) (A) five Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 80% or more of the Apollo/Blackstone Shares, (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of the Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a "Beneficial Ownership Threshold"); provided, however, that if at any time as a result of the Company's issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the "Actual Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) such other persons, each of whom is (A) recommended by the Nominating Committee and (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, retirement, disqualification, removal from office or other cause, or by increase in number of directors) occurs prior to a meeting of the Company's stockholders, the Board (i) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, (ii) shall appoint, subject to Section 3.1(d), a person designated by the Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (except as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders' beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and each such person shall be a Management Designee, Shareholder Designee or Unaffiliated Director, as the case may be, for purposes of this Agreement.

At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors. Notwithstanding the foregoing, if the Apollo/Blackstone Shareholders beneficially own less than 50% of the Apollo/Blackstone Shares, the Nominating Committee shall be comprised of individuals only one of whom is a Shareholder Designee.

The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, which shall not be further amended by the Board of Directors during the Shareholder Designee Period.

Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) or any other obligation under this Section 3.1 if the Apollo/Blackstone Shareholders are in breach of any material provision of this Agreement.

(c) Upon any decrease in Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Company's obligations under this Section 3.1 shall terminate.

(d) Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall not be entitled to designate any person to the Company's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement therefor (which replacement Shareholder Designee shall also be subject to the requirements of this Section). The Company shall use its reasonable best efforts to notify the Apollo/Blackstone Shareholders of any objection to a Shareholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement.

(e) Each Shareholder Designee serving on the Board of Directors shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Company on the same terms provided to, and subject to the same limitations applicable to, such directors.

SECTION 3.2. Voting. (a) Each Shareholder agrees that during the Standstill Period such Shareholder shall, and shall cause its Affiliates and any Person which is a member of any Group of which such Shareholder or any of its Affiliates is a member to, be present, in person or represented by proxy, at all meetings of shareholders of the Company so that all Voting Securities beneficially owned by such Shareholder shall be counted for the purpose of determining the presence of a quorum at such meetings. Each Shareholder agrees that during the Standstill Period:

(i) In connection with the election of directors of the Company, such Shareholder shall vote or cause to be voted all Voting Securities beneficially owned by such Shareholder to elect those individuals nominated in accordance with the provisions of Section 3.1.

(ii) In connection with any proposal for a Reorganization Transaction, such Shareholder shall vote or cause to be voted, or consent with respect to, all Voting Securities beneficially owned by such Shareholder in the manner recommended by a majority of the entire Board of Directors.

(iii) In connection with other proposals submitted to shareholders of the Company, such Shareholder shall be free to vote or cause to be voted, or consent with respect to, all Voting Securities beneficially owned by such Shareholder in its discretion.

SECTION 3.3. Notices of Dispositions of Voting Securities. Not later than the tenth day following the end of any calendar month during the Standstill Period in which one or more Dispositions of Voting Securities by a Shareholder or any of its Affiliates shall have occurred, such Shareholder shall use its reasonable best efforts to give written notice to the Company of all such Dispositions (in the case of Dispositions by Affiliates, to the extent it has knowledge) unless any such Disposition has been reflected in a public filing that was delivered to the Company on or in advance of the date upon which notice thereof under this Section 3.3 would have been due. Such notice shall state the date upon which each such Disposition was effected, the number and type of Voting Securities involved in each such Disposition, the means by which each such Disposition was effected and, to the extent known, the identity of the Person acquiring Voting Securities.

SECTION 3.4. Access to Information. The Company will provide each Shareholder during normal business hours with reasonable prior written notice with (i) access to the books and records of the Company and information relating to the Company, its properties, operations, financial condition and affairs ("Information") and (ii) the opportunity to consult with management of the Company from time to time regarding the Company, its properties, operations, finances and affairs. Certain of the Shareholders have requested the Information and consultation rights provided herein to enable the Shares held by such Shareholders to qualify as a "venture capital investment" as to which such Shareholders have "management rights," in each case as such terms are defined in Department of Labor Regulation Section 2510.3-101(d); provided, however, that nothing herein shall require the Company to furnish such Shareholders with more than rights of access to Information and consultation provided herein regardless of whether such rights are sufficient for such Shareholders to comply with venture capital operating company requirements. In furtherance of the foregoing, the Company agrees to inform the Shareholders with respect to any corporate actions which the Company considers to be major or significant, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of significant assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or by-laws of the Company, and (subject to the limitations specified in the proviso in the preceding sentence) to provide the Shareholders with the opportunity to consult with management of the Company with respect to such matters. The Shareholders agree to hold in strict confidence all nonpublic Information furnished to them and to use all Information only in connection with the management of their investment in the Company, except that the Shareholders may disclose any information that (i) is or becomes generally available to the public other than as a result of disclosure by the Shareholders, and (ii) is or becomes available to the Shareholders from a source other than the Company; provided, however, that, to the knowledge of the Shareholders, the source is not bound by a confidentiality obligation with the Company in respect thereof. If any Shareholder is required by a court or administrative agency to disclose any of the nonpublic Information, the Shareholder shall promptly notify the Company of such requirement so that the Company may at its own expense oppose such requirement or seek a protective order and request confidential treatment of such Information. It is agreed that if the Shareholder is nonetheless compelled to disclose the Information, the Shareholder may disclose such portion of the Information which is legally required without liability hereunder. In any event, the Shareholder will not oppose action by the Company to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Information. Nothing herein shall permit any Shareholder to disclose material non-public Information to permit such Shareholder to purchase or sell securities of the Company in compliance with the federal securities laws.

ARTICLE 4

Transfer Restrictions

SECTION 4.1. Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.

Dispositions may be effected by a Shareholder during the Standstill Period as follows:

(a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, except pursuant to Sections 4.1(e) and 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the Laidlaw Block.

(b) As of the date of the acquisition of shares of Common Stock pursuant to the Exchange Agreement (the "Purchase Date"), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement.

(c) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "Rule 144 Sale"); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing 9% or more of the Total Voting Power (and such Person shall have provided a certificate to such effect).

(d) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions may be made to any Person (other than pursuant to a Reorganization Transaction) that would, following such sale, beneficially own no more than 9% of the Total Voting Power (and such Person shall have provided a certificate to such effect).

(e) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer for outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock.

(f) Dispositions may be made by a Shareholder to (i) any other Shareholder or (ii) any Related Person of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "Related Transferee"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement.

(g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the exchange of shares of Senior Preferred Stock for Conversion Shares shall not be a Disposition.

(h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this Section 4.1), including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and its affiliates.

ARTICLE 5

Miscellaneous

SECTION 5.1. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, fax or air courier guaranteeing delivery:

(a)

If to the Company, to:
Allied Waste Industries, Inc.
15880 North Greenway-Hayden Loop, Suite 100
Scottsdale, Arizona 85260
Attn: Steven Helm, Esq.
Fax: (602) 627-2703

with copies to:

Fennemore Craig
3003 North Central Avenue
Phoenix, AZ 85012-2913
Attn: Karen McConnell, Esq.
Fax: (602) 916-5999

and to:

Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attn: Peter Golden
Fax: (212) 859-4000

or to such other person or address as the Company shall furnish to Shareholders in writing;

(b)

If to Shareholders, to:
Apollo Management, L.P.
1301 Avenue of the Americas
New York, New York 10019
Fax: (212) 515-3288

and:

The Blackstone Group
345 Park Avenue
New York, NY 10154
Attn: Howard A. Lipson
Fax: (212) 754-8710

with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attn: Wilson S. Neely
Fax: (212) 455-2502

and:

Greenwich Street Investment II, L.L.C.
12 East 49th Street
New York, New York 10021
Attn: Matthew Kaufman
Fax: (212) 884-6184

with a copy to:

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Attn: Hillel M. Bennett
Fax: (212) 806-6006

and:

DLJ Merchant Banking II, Inc.
11 Madison Avenue
New York, New York 10010
Attn: Ari Benacerraf
Fax: (917) 326-8076

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Attn: Stephen M. Besen
Fax: (212) 848-7179

or to such other person or address as Shareholders shall furnish to the Company in writing.

All such notices, requests, demands and other communications shall be deemed to have been duly given: at the time of delivery by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed domestically in the United States (and seven (7) Business Days if mailed internationally); when answered back, if telexed; when receipt acknowledged, if telecopied; and on the Business Day for which delivery is guaranteed, if timely delivered to an air courier guaranteeing such delivery.

SECTION 5.2. Legends. (a) If requested in writing by the Company, a Shareholder shall present or cause to be presented promptly all certificates representing Voting Securities beneficially owned by such Shareholder or any of its Affiliates, for the placement thereon of a legend substantially to the following effect, which legend will remain thereon so long as such legend is required under applicable securities laws:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH A REGISTRATION THEREUNDER OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND DELIVERY TO ALLIED WASTE INDUSTRIES, INC. OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THOSE LAWS."

(b) Each Shareholder shall present or cause to be presented promptly all certificates representing Voting Securities beneficially owned by such Shareholder or any of its Affiliates, for the placement thereon of a legend substantially to the following effect, which legend will remain thereon during the Standstill Period as long as such Voting Securities are beneficially owned by any Shareholder or an Affiliate of any Shareholder:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF DECEMBER 18, 2003, BETWEEN ALLIED WASTE INDUSTRIES, INC. ("ALLIED") AND CERTAIN STOCKHOLDERS OF ALLIED NAMED THEREIN AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SAID AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF ALLIED"

(c) The Company may enter a stop transfer order with the transfer agent or agents of Voting Securities against any Disposition not in compliance with the provisions of this Agreement.

SECTION 5.3. Enforcement. Shareholders, on the one hand, and the Company, on the other hand, acknowledge and agree that irreparable injury to the other party would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that, in addition to any other remedies which may be available at law or in equity, each party hereto (the "Moving Party") shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms of this Agreement, and the other parties hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. The parties further agree that no bond shall be required as a condition to the granting of any such relief.

SECTION 5.4. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated hereby; provided that the Original Shareholders Agreement shall remain in full force and effect until the closing of the Exchange pursuant to the Exchange Agreement and the representations and warranties of the parties set forth in Sections 1.2 and 1.3 of the Original Agreement and in Sections 1.2 and 1.3 of the Amended and Restated Shareholders Agreement dated as of April 21, 1997, by and between the Company and certain of the Shareholders, shall survive and shall be deemed to be not amended or otherwise affected by this Agreement. This Agreement may be amended only by a written instrument duly executed by the parties or their respective successors or assigns; provided, however, that any amendment or waiver by the Company shall be made only with the prior approval of a majority of the directors of the Company other than Shareholder Designees.

SECTION 5.5. Severability. Whenever possible, each provision or portion of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, rule or regulation in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision shall have been replaced with a provision which shall, to the maximum extent permissible under such applicable law, rule or regulation, give effect to the intention of the parties as expressed in such invalid, illegal or unenforceable provision.

SECTION 5.6. Headings. Descriptive headings contained in the Agreement are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.

SECTION 5.7. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties, and each such executed counterpart will be an original instrument.

SECTION 5.8. No Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

SECTION 5.9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and Shareholders, and to their respective successors and assigns other than, in the case of Shareholders, transferees that are not Related Transferees, including any successors to the Company or Shareholders or their businesses or assets as the result of any merger, consolidation, reorganization, transfer of assets or otherwise, and any subsequent successor thereto, without the execution or filing of any instrument or the performance of any act; provided that no party may assign this Agreement without the other party's prior written consent, except by the Shareholders to a Shareholder or a Related Transferee as expressly provided in this Agreement (and that nothing herein restricts the transfer of any of the rights of Shareholders under the Registration Rights Agreement in accordance the terms of the Registration Rights Agreement).

SECTION 5.10. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to the conflict of laws principles thereof.

SECTION 5.11. Further Assurances. From time to time on and after the date of this Agreement, the Company and Shareholders, as the case may be, shall deliver or cause to be delivered to the other party hereto such further documents and instruments and shall do and cause to be done such further acts as the other parties hereto shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure that it is protected in acting hereunder.

SECTION 5.12. Consent to Jurisdiction and Service of Process. Any legal action or proceeding with respect to this Agreement or any matters arising out of or in connection with this Agreement, and any action for enforcement of any judgment in respect thereof shall be brought exclusively in the state or federal courts located in the State of Delaware, and, by execution and delivery of this Agreement, the Company and Shareholders each irrevocably consent to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company or Shareholders at their respective addresses referred to in this Agreement. The Company and Shareholders each hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law.

SECTION 5.13. Shareholder Action. The Company shall be entitled to rely upon any written notice, designation, or instruction signed by Apollo Management IV, L.P. and BCP (the "Representatives") as a notice, designation or instruction of all Shareholders and the Company shall not be liable to any Shareholder if the Company acts in accordance with and relies upon such writing. Notwithstanding the foregoing, however, the Company shall not be entitled to rely upon any written notice, designation or instruction signed by the Representatives as a notice, designation or instruction of the DLJ Shareholders or the Greenwich Street Shareholders if such notice, designation or instruction states that it relates to the first parenthetical proviso contained in the first paragraph of Section 2.1(a) or Section 2.1(b), 3.2(a)(iii), 3.4, 4.1(c), 5.4 or 5.9 of this Agreement (the "Specific Rights"). Each of the Shareholders acknowledges that the Representatives have full power and authority to act on their behalf; provided, however, that none of the DLJ Shareholders and the Greenwich Street Shareholders acknowledge the power or authority of the Representatives to act on their behalf with respect to the Specific Rights.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first referred to above.

ALLIED WASTE INDUSTRIES, INC.

By:___________________________
       Name:
       Title:

APOLLO INVESTMENT FUND IV, L.P.
APOLLO OVERSEAS PARTNERS IV, L.P.

By: Apollo Advisors IV, L.P.
       its General Partner

       By: Apollo Capital Management IV, Inc.
              its General Partner

By:__________________________
       Name:
       Title:

APOLLO/AW LLC

By: Apollo Management IV, L.P.
       its Manager

       By: AIF IV Management, Inc.
              its General Partner

By:__________________________
       Name:
       Title:

APOLLO INVESTMENT FUND III, L.P.
APOLLO OVERSEAS PARTNERS III, L.P.
APOLLO (UK) PARTNERS III, L.P.

By: Apollo Advisors II, L.P.
       its General Partner

       By: Apollo Capital Management II, Inc.
              its General Partner

By:__________________________
       Name:
       Title:

BLACKSTONE CAPITAL PARTNERS III
MERCHANT BANKING FUND L.P.
BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P.
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P.

BY: Blackstone Management Associates III L.L.C.
       its General Partner

By:__________________________
       Name:
       Title:

GREENWICH STREET CAPITAL PARTNERS II, L.P.

By: GREENWICH STREET INVESTMENTS II, L.L.C.,
       its General Partner

By:_________________________
       Name:
       Title:

GSCP OFFSHORE FUND, L.P.

By: GREENWICH STREET INVESTMENTS II, L.L.C.,
       its General Partner

By:_________________________
       Name:
       Title:

GREENWICH FUND, L.P.

By: GREENWICH STREET INVESTMENTS II, L.L.C.,
       its General Partner

By:________________________
       Name:
       Title:

GREENWICH STREET EMPLOYEES FUND, L.P.

By: GREENWICH STREET INVESTMENTS II, L.L.C.,
       its General Partner

By:_________________________
       Name:
       Title:

TRV EXECUTIVE FUND, L.P.

By: GREENWICH STREET INVESTMENTS II, L.L.C.,
       its General Partner

By:_________________________
       Name:
       Title:

DLJMB FUNDING II, INC.

By:________________________
       Name:
       Title:

DLJ MERCHANT BANKING PARTNERS II, L.P.

By: DLJ Merchant Banking II, Inc.
       Managing General Partner

By:_________________________
       Name:
       Title:

DLJ MERCHANT BANKING PARTNERS II-A, L.P.

By: DLJ Merchant Banking II, Inc.
       Managing General Partner

By:___________________________
       Name:
       Title:

DLJ DIVERSIFIED PARTNERS, L.P.

By: DLJ Diversified Partners, Inc.
       Managing General Partner

By:___________________________
       Name:
       Title:

DLJ DIVERSIFIED PARTNERS-A, L.P.

By: DLJ Diversified Partners, Inc.
       Managing General Partner

By:__________________________
       Name:
       Title:

DLJ MILLENNIUM PARTNERS, L.P.

By: DLJ Merchant Banking II, Inc.
       Managing General Partner

By:__________________________
       Name:
       Title:

DLJ MILLENNIUM PARTNERS-A, L.P.

By: DLJ Merchant Banking II, Inc.
       Managing General Partner

By:___________________________
       Name:
       Title:

DLJ FIRST ESC L.P.

By: DLJ LBO Plans Management Corporation
       General Partner

By:____________________________
       Name:
       Title:

DLJ OFFSHORE PARTNERS II, C.V.

By: DLJ Merchant Banking II, Inc.
       Managing General Partner

By:___________________________
       Name:
       Title:

DLJ EAB PARTNERS, L.P.

By: DLJ LBO Plans Management Corporation
       General Partner

By:___________________________
       Name:
       Title:

DLJ ESC II L.P.

By: DLJ LBO Plans Management Corporation
       General Partner

By:___________________________
       Name:
       Title:


Kenneth D. Moelis


Mark Lanigan


Jeffrey Klein


Susan Schnable

BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P.
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II L.P.

By: Blackstone Management Associates II L.L.C.
       its General Partner

By:__________________________
       Name:
       Title:

EX-6 4 gscp-ex6_010504.htm Exhibit 6

Execution Copy

SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

This Second Amended and Restated Registration Rights Agreement, dated as of December 18, 2003 (this "Agreement"), by and between Allied Waste Industries, Inc., a Delaware corporation (the "Company"), on the one hand, and Apollo Investment Fund IV, L.P., a Delaware limited partnership, Apollo Investment Fund III, L.P., a Delaware limited partnership, Apollo Overseas Partners IV, L.P., a Delaware limited partnership, Apollo Overseas Partners III, L.P., a Delaware limited partnership, Apollo (U.K.) Partners III, L.P., an English limited partnership, Apollo/AW LLC, a Delaware limited liability company, Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership ("BCP"), Blackstone Offshore Capital Partners II L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands limited partnership, Blackstone Family Investment Partnership II L.P., a Delaware limited partnership, Blackstone Family Investment Partnership III L.P., a Delaware limited partnership, Greenwich Street Capital Partners II, L.P., a Delaware limited partnership, GSCP Offshore Fund, L.P., a Cayman Islands exempted limited partnership, Greenwich Fund, L.P., a Delaware limited partnership, Greenwich Street Employees Fund, L.P., a Delaware limited partnership, TRV Executive Fund, L.P., a Delaware limited partnership, DLJMB Funding II, Inc., a Delaware corporation, DLJ Merchant Banking Partners II, L.P., a Delaware limited partnership, DLJ Merchant Banking Partners II-A, L.P., a Delaware limited partnership, DLJ Diversified Partners, L.P., a Delaware limited partnership, DLJ Diversified Partners-A, L.P., a Delaware limited partnership, DLJ Millenium Partners, L.P., a Delaware limited partnership, DLJ Millenium Partners-A, L.P., a Delaware limited partnership, DLJ First ESC L.P., a Delaware limited partnership, DLJ Offshore Partners II, C.V., a Netherlands Antilles limited partnership, DLJ EAB Partners, L.P., a Delaware limited partnership, and DLJ ESC II L.P., a Delaware limited partnership, Kenneth D. Moelis, Mark Lanigan, Jeffrey Klein and Susan Schnabel (collectively, the "Shareholders"), on the other hand, amending and restating in its entirety the Amended and Restated Registration Rights Agreement dated as of July 30, 1999 (the "Original Agreement"), by and between the Company, on the one hand, and certain of the Shareholders, on the other hand.

W I T N E S S E T H:

WHEREAS, on July 30, 1999, the Company and certain of the Shareholders entered into a Preferred Stock Purchase Agreement (the "Purchase Agreement") pursuant to which certain of the Shareholders purchased an aggregate of 1,000,000 shares of Senior Convertible Preferred Stock, par value $.10 per share, of the Company ("Senior Preferred Stock"), which is convertible into shares of common stock, par value $.01 per share, of the Company (the "Common Stock");

WHEREAS, the Company and the Shareholders have entered into an Exchange Agreement, dated as of July 31, 2003 (the "Exchange Agreement"), pursuant to which, upon the terms and subject to the conditions set forth in the Exchange Agreement, the Shareholders will exchange their shares of Senior Preferred Stock for shares of Common Stock to be issued by the Company (the "Exchange");

WHEREAS, concurrently herewith, the Company and Shareholders are entering into a Third Amended and Restated Shareholders Agreement (the "Shareholders Agreement"), which shall become effective at the time of the closing of the Exchange; and

WHEREAS, a condition to closing the Exchange is that the Company and the Shareholders enter into a Supplementary Registration Rights Agreement and the Company and the Shareholders agree that this Agreement fully incorporates the terms of the Supplementary Registration Rights Agreement and the execution and delivery of this Agreement by the Company and the Shareholders satisfies the conditions in the Exchange Agreement relating to entry into the Supplementary Registration Rights Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree to amend and restate the Original Agreement in its entirety as follows, effective upon the closing of the purchase of the Exchange:

ARTICLE I

Definitions

1.1. Certain Definitions. In this Agreement:

"Apollo" means Apollo Advisors II, L.P., a Delaware limited partnership, on behalf of one or more managed funds.

"Apollo/Blackstone Shareholders" shall have the meaning set forth in the Shareholders Agreement.

"Blackstone" means Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, on behalf of one or more managed funds.

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated under such Act.

"Non-Apollo/Blackstone Shareholders" means all of the Shareholders other than the Apollo/Blackstone Shareholders.

"Registrable Securities" means the 11,776,765 shares of Common Stock acquired by certain of the Shareholders from TPG Partners, L.P. and TPG Parallel I, L.P. (the "TPG Block"), the 14,600,000 shares of Common Stock acquired by certain of the Shareholders from Laidlaw, Inc. (the "Laidlaw Block" and, together with the TPG Block, the "Original Shares"), any shares of Common Stock received in exchange for the Senior Preferred Stock pursuant to the Exchange Agreement (such shares, the "Additional Shares", together with the Original Shares, the "Shares"), and any additional shares of Common Stock acquired by Shareholders in compliance with the Shareholders Agreement or otherwise acquired by the Shareholders prior to the date hereof in compliance with their agreements with the Company, and any additional shares of Common Stock issued in connection with any stock dividend on, or any stock split, reclassification or reorganization of any of the Shares or such additional shares.

"SEC" means the United States Securities and Exchange Commission or any successor agency.

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated under such Act.

"Subject Securities" means shares of Senior Preferred Stock, Junior Preferred Stock, Common Stock or other equity securities of the Company convertible into or exchangeable for shares of Common Stock.

ARTICLE II

REGISTRATION RIGHTS

2.1. Incidental Rights. If at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such securities (the "Elected Jurisdictions"). On the written request of Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities.

Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1.

If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction").

In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Shareholders pursuant to a registration statement filed in response to the Other Demands, such reductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall be effected on a pro rata basis in accordance with the relationship which the number of such Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders.

Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of Company to Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which Company may do in its sole discretion).

Shareholders may request to have Registrable Securities included in an unlimited number of registrations under this Section 2.1.

2.2. Demand Rights. Upon written request of the Apollo/Blackstone Shareholders made at any time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement), the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.4 and 2.5, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided, that all offerings contemplated by a request for registration under this Section 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date of the written request hereunder. No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration rights.

If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable Securities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities, subject to the limitations set forth in such third and fourth paragraphs.

Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of Company's Board of Directors, (i) a delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of Company in view of disclosures that may be thereby required. Once the cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to proceed, Company shall file a registration statement and begin performance of its other obligations under this Section 2.2.

The Apollo/Blackstone Shareholders shall be entitled to request not more than nine registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if the Apollo/Blackstone Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2.

If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to this Section 2.2, the Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiaries.

2.3. Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholders, the Company shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section.

The Company shall use reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3.

In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement).

The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement.

Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement .

In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering.

If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiaries.

2.4. Registration Conditions. Notwithstanding any other provision of this Agreement, Company shall not be required to effect a registration of any securities under either Section 2.1 or Section 2.2 of this Agreement, or file any post-effective amendment to such a registration statement relating to such a qualification:

(a) unless Shareholders agree to (x) sell and distribute a portion or all of their Registrable Securities in accordance with the plan or plans of distribution adopted by and through underwriters, if any, acting for Company or any such other sellers of Common Stock, and (y) bear a pro rata share of underwriter's discounts and commissions;

(b) if a registration requested under Section 2.2, or any post-effective amendment to the registration statement filed in connection therewith, requires, under applicable statutes and rules, a special audit (other than a normal fiscal year-end audit) of any financial statements, unless Shareholders agree to pay their proportionate share (determined by the number of shares to be sold by Shareholders in the offering in proportion to the total number of shares to be sold by Company and all other participants in such offering) of the reasonable fees and expenses of accountants incurred in connection with the special audit and which would otherwise not be incurred; provided that Shareholders shall not be required to pay any share of such fees and expenses if such audit would otherwise be required at substantially the same time to satisfy the Company's reporting requirements under the Exchange Act absent such registration;

(c) if, in the case of a request for registration under Section 2.2, (x) any offering pursuant to a registration statement covering securities of the same kind otherwise sought to be registered regarding which Shareholders could have exercised registration rights under Section 2.1 of this Agreement has been completed within the prior 90 days, (y) a registration statement requested by Shareholders pursuant to Section 2.2 has become effective under the Securities Act within the prior six months, or (z) Company has given notice under Section 2.1 of its intention to file a registration statement under the Securities Act and has not completed or abandoned the proposed offering (for so long as the Company continues in good faith to pursue the proposed offering); and

(d) unless Company has received from Shareholders all information Company has reasonably requested concerning Shareholders and their method of distribution of Registrable Securities, so as to enable Company to include in the registration statement all facts required to be disclosed in it.

2.5. Covenants and Procedures. If Company becomes obligated under this Article II to effect a registration of Registrable Securities on behalf of Shareholders, then (as applicable to the jurisdictions for which such registration is to be made):

(a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall:

(i) deliver to Shareholders, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders may reasonably request (in which case Shareholders shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States);

(ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses as Shareholders may reasonably request; and

(iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.

(b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders.

(c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to:

(i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests;

(ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and

(iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified.

(d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld).

(e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible.

(f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities.

(g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities.

(h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement.

(i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request.

(j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

ARTICLE III

INDEMNIFICATION

3.1. Indemnification by Company. In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Securities held by Shareholders, Company will hold harmless Shareholders and each underwriter of such securities and each other person, if any, who controls any Shareholder or such underwriter within the meaning of the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which Shareholders or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act or any amendment or supplement to any of the foregoing, or which arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement to the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under Section 2.5, or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and will reimburse Shareholders and each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, however, that Company shall not be liable to any Shareholder or its underwriters or controlling persons in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or such amendment or supplement, in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders or such underwriter specifically for use in the preparation thereof.

3.2. Indemnification by Shareholders. It shall be a condition precedent to the obligation of Company to include in any registration statement any Registrable Securities of Shareholders that Company shall have received from Shareholders an undertaking, reasonably satisfactory to Company and its counsel, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) Company, each director of Company, each officer of Company who shall sign the registration statement, and any person who controls Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by Shareholders with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.

3.3 Indemnification Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding Sections of this Article III, the indemnified party will, if a resulting claim is to be made or may be made against and indemnifying party, give written notice to the indemnifying party of the commencement of the action. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action's defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party's expense unless (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party, which authorization shall not be unreasonably withheld, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation.

3.4. Contribution. If the indemnification required by this Article III from the indemnifying party is unavailable to or insufficient to hold harmless an indemnified party in respect of any indemnifiable losses, claims, damages, liabilities, or expenses, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect (i) the relative benefit of the indemnifying and indemnified parties and (ii) if the allocation in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefit referred to in clause (i) and also the relative fault of the indemnified and indemnifying parties, in connection with the actions which resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact, has been made by, or relates to information supplied by, such indemnifying party or parties, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damage, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Company and Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the prior provisions of this Section 3.4.

Notwithstanding the provisions of this Section 3.4, no indemnifying party shall be required to contribute any amount in excess of the amount by which the total price at which the securities were offered to the public by the indemnifying party exceeds the amount of any damages which the indemnifying party has otherwise been required to pay by reason of an untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such a fraudulent misrepresentation.

ARTICLE IV

OTHER AGREEMENTS

4.1. Other Registration Rights. Company agrees that it will not grant to any party registration rights which would allow such party to limit Shareholders' priority for the sale or distribution of Registrable Securities upon the exercise of a demand registration right pursuant to Section 2.2 or a registration pursuant to Section 2.3.

4.2. Expenses. All expenses incurred by Company in connection with any registration statement covering Registrable Securities offered by Shareholders, including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of counsel (except for the fees and disbursements of counsel for Shareholders) and of the independent certified public accountants (except, in the case of any special audits, if required in connection with any such registration, Shareholders' proportionate share of their expense as provided in Section 2.5), and the expense of qualifying such shares under state blue sky laws, shall be borne by Company, including such expenses of any registration delayed by the Company under the fourth paragraph of Section 2.2; provided, however, that Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 or an underwritten offering under the Shelf Registration Statement if the registration request is subsequently withdrawn at the request of the Apollo/Blackstone Shareholders (in which case the Apollo/Blackstone Shareholders shall bear such expenses, each such Shareholder to bear its pro rata share of the expense based on the number of Registrable Securities such Apollo/Blackstone Shareholder intended to include in such registration compared to the total number of Registrable Securities all of such Apollo/Blackstone Shareholders intended to include in such registration), unless the Apollo/Blackstone Shareholders agree to forfeit their right to one demand registration under Section 2.2; provided further, however, that if at the time of such withdrawal, the Apollo/Blackstone Shareholders have learned of a material adverse change in the condition, business, or prospects of the Company from that known at the time of its request, then the Apollo/Blackstone Shareholders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. Company's obligations under this Section 4.2 shall apply to each registration under the Securities Act or state blue sky legislation pursuant to Section 2.2 or pursuant to Section 2.3. However, all underwriting expenses incurred by Shareholders, including underwriter's discounts and commissions and legal, accounting and similar expenses, shall be borne by Shareholders.

4.3. Dispositions During Registration. Each Shareholder agrees that, without the consent of the managing underwriter(s) in an underwritten offering in respect of Common Stock or other Subject Securities, it will not effect any sale or distribution of Common Stock or other Subject Securities (other than Registrable Securities included in such offering), during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and its affiliates.

4.4. Transfer of Rights. All rights of Shareholders under this Agreement shall be transferable by Shareholders to a Related Transferee (as defined in the Shareholders Agreement) who acquires Registrable Securities in compliance with Section 4.1(f) of the Shareholders Agreement and who executes an instrument in form and substance satisfactory to the Company in which it agrees to be bound by the terms of this Agreement as if an original signatory hereto, in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. The incidental registration rights or benefits of this Agreement and the demand registration rights, including indemnification by Company, shall be transferable by Shareholders only in a transaction permitted under Section 4.1(c) or 4.1(d) of the Shareholders Agreement to a transferee that is not an Affiliate of the Company who receives at least an aggregate of 1,000,000 shares of Common Stock, in the case of incidental registration rights, or 2,500,000 shares of Common Stock or such lesser number of shares as would yield gross proceeds of not less than $50 million (as calculated in accordance with the first paragraph of Section 2.2) for each right to demand registration, in the case of demand registration rights. In the case of any assignment, the party or parties who have the rights and benefits of Shareholders under this Agreement shall become parties to and be subject to this Agreement, and shall not, as a group, have the right to request any greater number of registrations than Shareholders would have had if no assignment had occurred. Upon any transfer of the registration rights or benefits of this Agreement, Shareholders shall give Company written notice prior to or promptly following such transfer stating the name and address of the transferee and identifying the securities with respect to which such rights are being assigned. Such notice shall include or be accompanied by a written undertaking by the transferee to comply with the obligations imposed hereunder. In the event any registration rights are transferred in accordance with the terms of this Agreement, any actions required to be taken by Shareholders will be taken with the approval of the holders of such registration rights who hold a majority of the Registrable Securities, whose actions shall bind all such holders of such registration rights provided that, any actions required to be taken by the Apollo/Blackstone Shareholders will be taken with the approval of the holders of such registration rights who hold a majority of the Registrable Securities originally held by the Apollo/Blackstone Shareholders or in such other manner as the Apollo/Blackstone Shareholders shall agree, whose actions shall bind all holders (including all non-Apollo/Blackstone Shareholders) of such registration rights..

4.5. Best Registration Rights. If the Company grants to any Person with respect to any security issued by the Company or any of its Affiliates registration rights that provide for terms that are in any manner more favorable to the holder of such registration rights than the terms granted to the Shareholders other than the number of demand registrations or the minimum amount of shares required to exercise demand registration rights (or if the Company amends or waives any provision of any agreement providing registration rights of others or takes any other action whatsoever to provide for terms that are more favorable to other holders than the terms provided to the Shareholders other than the number of demand registrations or the minimum amount of shares required to exercise demand registration rights), then this Agreement shall immediately be deemed amended to provide the Shareholders with any (or all) of such more favorable terms as Shareholders shall elect to include herein. The Company shall promptly give notice to the Shareholders of the granting of any such registration rights to another Person.

ARTICLE V

MISCELLANEOUS

5.1. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, fax or air courier guaranteeing delivery:

(a)

If to the Company, to:
Allied Waste Industries, Inc.
15880 North Greenway-Hayden Loop, Suite 100
Scottsdale, Arizona 85260
Attn: Steven Helm, Esq.
Fax: (602) 627-2703

with copies to:

Fennemore Craig
3003 North Central Avenue
Phoenix, AZ 85012-2913
Attn: Karen C. McConnell, Esq.
Fax: (602) 916-5999

and to:

Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attn: Peter Golden
Fax: (212) 859-4000

or to such other person or address as the Company shall furnish to Shareholders in writing;

(b)

If to Shareholders, to:
Apollo Management, L.P.
1301 Avenue of the Americas
New York, New York 10019
Fax: (212) 515-3288

and:

The Blackstone Group
345 Park Avenue
New York, NY 10154
Attn: Howard A. Lipson
Fax: (212) 754-8710

with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attn: Wilson S. Neely
Fax: (212) 455-2502

and:

Greenwich Street Investments II, L.L.C.
12 East 49th Street
New York, New York 10021
Attn: Matthew Kaufman
Fax: (212) 884-6184

with a copy to:

Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Attn: Hillel M. Bennet
Fax: (212) 806-6006

and:

DLJ Merchant Banking II, Inc.
11 Madison Avenue
New York, New York 10010
Attn: Ari Benacerraf
Fax: (917) 326-8076

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Attn: Stephen M. Besen
Fax: (212) 848-7179

or to such other person or address as Shareholders shall furnish to the Company in writing.

5.2. Section Headings. The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. References in this Agreement to a designated "Article" or "Section" refer to an Article or Section of this Agreement unless otherwise specifically indicated.

5.3. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the law of Delaware, without regard to its conflicts of laws principles.

5.4. Consent to Jurisdiction and Service of Process. Any legal action or proceeding with respect to this Agreement or any matters arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof), and any action for enforcement of any judgment in respect thereof shall be brought exclusively in the state of federal courts located in the State of Delaware, and, by execution and delivery of this Agreement, the Company and Shareholders each irrevocably consent to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company or Shareholders at their respective addresses referred to in this Agreement. The Company and the Shareholders each hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement (other than the Shareholders Agreement, which shall be governed solely by the analogous provisions thereof) brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by law.

5.5. Amendments. This Agreement may be amended only by an instrument in writing executed by all of its parties.

5.6. Entire Agreement. This Agreement and the Shareholders Agreement constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and thereby. The registration rights granted under this Agreement supersede any registration, qualification or similar rights with respect to any of the Shares granted under any other agreement, and any of such preexisting registration rights are hereby terminated. This Agreement may be amended only by a written instrument duly executed by the parties or their respective successors or assigns; provided, however, that any amendment or waiver by the Company shall be made only with the prior approval of a majority of the entire Board of Directors of the Company other than Shareholder Designees (as defined in the Shareholders Agreement).

5.7. Severability. The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of its other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the extent necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of the parties to this Agreement.

5.8. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

5.9. Shareholder Action. The Company shall be entitled to rely upon any written notice, designation, or instruction signed by Apollo Capital Management IV, L.P. or Apollo Capital Management II, Inc, as the case may be, and BCP (the "Representatives") as a notice, designation or instruction of all Shareholders and the Company shall not be liable to any Shareholder if the Company acts in accordance with and relies upon such writing; provided, however, that any such notice, designation or instruction shall not (in the sole good faith determination of the Company) have a disproportionate effect upon any of the Shareholders. Notwithstanding the foregoing, however, the Company shall not be entitled to rely upon any notice, designation or instruction signed by the Representatives as a notice, designation or instruction of the DLJ Shareholder, the Greenwich Street Stockholder if such notice, designation or instruction relates to Section 2.1, 4.4 or 5.5 of this Agreement (the "Specific Rights"). In that regard, each of the Shareholders acknowledges that the Representatives have full power and authority to act on their behalf provided, however, that none of the DLJ Shareholders and the Greenwich Street Stockholders acknowledge the power or authority of the Representatives to act on their behalf with respect to the Specific Rights.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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