EX-4 6 ex4_6.txt SHARED COLLATERAL PLEDGE AGRMT EXHIBIT 4.6 SHARED COLLATERAL PLEDGE AGREEMENT dated as of July 30, 1999 among ALLIED WASTE NORTH AMERICA, INC., a Delaware corporation ("AWNA"), each Subsidiary of AWNA listed on Schedule I hereto (each such Subsidiary individually a "Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors") and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as collateral trustee (in such capacity, the "Collateral Trustee") for the Secured Parties (as defined below). Reference is made to (a) the Credit Agreement dated as of July 21, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among AWNA, Allied Waste Industries, Inc. ("Allied Waste"), the lenders from time to time party thereto (the "Lenders") and Chase, as administrative agent and collateral agent for the Lenders (in such capacity, the "Agent"), (b) the Subsidiary Guarantee Agreement dated as of July 30, 1999 (as amended, supplemented or otherwise modified from time to time, the "Subsidiary Guarantee Agreement"), among the Subsidiary Pledgors, certain other Subsidiaries of Allied Waste and the Agent, (c) the Restated Indenture dated as of September 1, 1991 (as supplemented and amended from time to time, the "BFI Indenture") between Browning-Ferris Industries, Inc. ("BFI") and Chase Bank of Texas, N.A., as successor trustee to First City Texas-Houston, N.A. (together with any successor in such capacity, the "BFI Trustee"), and (d) the Indenture dated as of December 23, 1998 (as supplemented and amended from time to time, the "AWNA Indenture") among AWNA, Allied Waste and U.S. Bank Trust National Association, as trustee (together with any successor in such capacity, the "AWNA Trustee"). The Senior Lenders have agreed to make Senior Loans to AWNA, and the Issuing Banks have agreed to issue Letters of Credit for the account of AWNA, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Subsidiary Pledgors has agreed to guarantee, among other things, all the obligations of AWNA to the Senior Lenders under the Credit Agreement pursuant to the Subsidiary Guarantee Agreement to secure the Credit Agreement Senior Obligations (as hereinafter defined). Pursuant to the provisions of the BFI Indenture, BFI may not, and may not permit any subsidiary of BFI (if such subsidiary constitutes a Restricted Subsidiary (as defined in the BFI Indenture)), to secure the Credit Agreement Senior Obligations without providing that the BFI Indenture Debt (as hereinafter defined) be secured equally and ratably with such obligations. Pursuant to the provisions of the AWNA Indenture, AWNA may not, and may not permit any subsidiary of AWNA, including the Subsidiary Pledgors (if such subsidiary constitutes a Restricted Subsidiary, as defined in the AWNA Indenture) to secure the BFI Indenture Debt without providing that the AWNA Indenture Debt (as hereinafter defined) be secured equally and ratably with the BFI Indenture Debt. It is a condition precedent to the Senior Lenders' obligations to make Senior Loans and other extensions of credit under the Credit Agreement that the Subsidiary Pledgors shall have executed and delivered this Agreement and the Collateral Trust Agreement dated the date hereof (as amended or otherwise modified from time to time, the "Collateral Trust Agreement") among the Subsidiary Pledgors and the Collateral Trustee. Accordingly, the Subsidiary Pledgors and the Collateral Trustee, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows: SECTION 1. Defined Terms. Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement, and the following terms shall have the following meanings: "AWNA Indenture Debt" shall mean the senior notes issued by AWNA prior to the date hereof under the AWNA Indenture in an aggregate principal amount of approximately $1,700,000,000. "AWNA Senior Note Obligations" shall mean the obligations (without duplication) of AWNA and the Subsidiary Pledgors to pay the principal of, premium, if any, and interest on, the AWNA Indenture Debt. "BFI Indenture Debt" shall mean the senior notes issued by BFI prior to the date hereof under the BFI Indenture in an aggregate principal amount of approximately $1,450,000,000. The BFI Indenture Debt has been guaranteed by AWNA and Allied Waste. "BFI Senior Note Obligations" shall mean the obligations (without duplication) of BFI and AWNA to pay the principal of, premium, if any, and interest on, the BFI Indenture Debt. "Collateral Account" shall have the meaning specified in Section 3.01 of the Collateral Trust Agreement. "Credit Agreement" shall have the meaning assigned to such term in the preliminary statement of this Agreement. "Credit Agreement Senior Obligations" shall mean (a) the due and punctual payment by AWNA of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Senior Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by AWNA under the Credit 2 Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of AWNA to the Senior Lenders under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower to the Senior Lenders or relating to the Senior Loans under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each Loan Party to the Senior Lenders under or pursuant to this Agreement and the other Loan Documents and (d) the due and punctual payment and performance of all obligations of any Loan Party under each Interest Rate Protection Agreement entered into with any counterparty that was a Senior Lender or an Affiliate of a Senior Lender at the time such Interest Rate Protection Agreement was entered into. "Debt Instruments" means (i) the Credit Agreement and the Subsidiary Guarantee Agreement, (ii) the BFI Indenture, (iii) the AWNA Indenture and (iv) each Interest Rate Protection Agreement under which a Credit Agreement Senior Obligation exists. "Event of Default" shall mean a "Senior Event of Default" under the Credit Agreement or any "Event of Default" under the AWNA Indenture or the BFI Indenture (as such term is defined in each such agreement or indenture). "Obligations" shall mean, without duplication, (i) the Credit Agreement Senior Obligations, (ii) the AWNA Senior Note Obligations and (iii) the BFI Senior Note Obligations; provided, however, that the "Obligations" shall not in any event include any obligations in respect of debt securities issued under the AWNA Indenture or the BFI Indenture after the date hereof. "Requisite Secured Parties" means, at any time, the Secured Party or Secured Parties holding at least 51% in aggregate amount of the Obligations then outstanding; provided that any balance in a Secured Party's Collateral Account shall be deducted from the amount of Obligations held by such Secured Party for purposes of determining the outstanding Obligations under this definition. "Secured Parties" shall mean (a) the Senior Lenders, (b) the Agent, (c) the Collateral Trustee, (d) the Issuing Banks, (e) each counterparty to an Interest Rate Protection Agreement entered into with a Loan Party if such counterparty was a Senior Lender or an Affiliate of a Senior Lender at the time the Interest Rate Protection Agreement was entered into, (f) the beneficiaries (other than the Tranche D Lenders and their Related Parties in their capacities as such) of each indemnification obligation undertaken by AWNA or any Subsidiary Pledgor under any Loan Document, (g) the AWNA Trustee, for the benefit of the holders from time to time of the AWNA Indenture Debt, (h) the BFI Trustee, for the benefit of the holders from time to time of the BFI Indenture Debt and (i) the successors and assigns of each of the foregoing. 3 "Trustee" means the AWNA Trustee or the BFI Trustee. SECTION 2. Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Subsidiary Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Trustee, its successors and assigns, and hereby grants to the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Subsidiary Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary or any other person obtained in the future by such Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and the certificates representing all such shares (the "Pledged Stock"); provided that Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of such Subsidiary Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite such name of such Subsidiary Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to or held by such Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Trustee pursuant to the terms hereof; (d) subject to Section 6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 6, all rights and privileges of the Subsidiary Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Trustee, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Trustee and by such other instruments and documents as the Collateral Trustee may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Subsidiary Pledgor and such other instruments or documents as the Collateral Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. SECTION 3. Delivery of the Collateral. (a) Each Subsidiary Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Trustee any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral. 4 (b) Each Subsidiary Pledgor will cause any Indebtedness for borrowed money owed to such Subsidiary Pledgor by any person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Trustee pursuant to the terms thereof. SECTION 4. Representations. Warranties and Covenants. Each Subsidiary Pledgor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Trustee that: (a) the Pledged Stock represents that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; (b) except for the security interest granted hereunder, such Subsidiary Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens other than Permitted Encumbrances, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto or Permitted Encumbrances, and (iv) subject to Section 6, will cause any and all Collateral, whether for value paid by the Subsidiary Pledgor or otherwise, to be forthwith deposited with the Collateral Trustee and pledged or assigned hereunder; (c) the Subsidiary Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement or a Permitted Encumbrance), however arising, of all persons whomsoever; (d) no consent of any other person (including stockholders or creditors of any Subsidiary Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the pledge effected hereby, except such consents or approvals as have been obtained; (e) by virtue of the execution and delivery by the Subsidiary Pledgors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Trustee in accordance with this Agreement, the Collateral Trustee will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; (f) the pledge effected hereby is effective to vest in the Collateral Trustee, on behalf of the Secured Parties, the rights of the Collateral Trustee in the Collateral as set forth herein; 5 (g) all of the Pledged Stock which is capital stock of BFI or any subsidiary thereof has been duly authorized and validly issued and is fully paid and nonassessable; (h) all information set forth herein relating to the Pledged Stock is accurate and complete in all material respects as of the date hereof; and (i) the pledge of the Pledged Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof. SECTION 5. Registration in Nominee Name; Denominations. The Collateral Trustee, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Subsidiary Pledgors, endorsed or assigned in blank or in favor of the Collateral Trustee. Each Subsidiary Pledgor will promptly give to the Collateral Trustee copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Subsidiary Pledgor. The Collateral Trustee shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. SECTION 6. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing: (i) Each Subsidiary Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) The Collateral Trustee shall execute and deliver to each Subsidiary Pledgor, or cause to be executed and delivered to each Subsidiary Pledgor, all such proxies, powers of attorney and other instruments as such Subsidiary Pledgor may reasonably request for the purpose of enabling such Subsidiary Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below. (iii) Each Subsidiary Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents, the BFI Indenture, the AWNA Indenture and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in 6 the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Subsidiary Pledgor, shall not be commingled by such Subsidiary Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Trustee and shall be forthwith delivered to the Collateral Trustee in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Subsidiary Pledgor to dividends, interest or principal that such Subsidiary Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by the Subsidiary Pledgor contrary to the provisions of this Section 6 shall be held in trust for the benefit of the Collateral Trustee, shall be segregated from other property or funds of such Subsidiary Pledgor and shall be forthwith delivered to the Collateral Trustee upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Trustee pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Trustee in an account to be established by the Collateral Trustee upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8. After all Events of Default have been cured or waived, the Collateral Trustee shall, within five Business Days after all such Events of Default have been cured or waived, repay to each Subsidiary Pledgor all cash dividends, interest or principal (without interest), that such Subsidiary Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Subsidiary Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 6, and the obligations of the Collateral Trustee under paragraph (a)(ii) of this Section 6, shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, the Collateral Trustee shall, at its sole discretion (or with the consent of the Requisite Secured Parties, if the Collateral Trustee so elects), have the right from time to time following and during the continuance of an Event of Default to permit the Subsidiary Pledgors to exercise such rights. After all Events of Default have been cured or waived, such Subsidiary Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above. SECTION 7. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default of which the Collateral Trustee shall have 7 received written notice from the Agent or the Trustee under the applicable Debt Instrument, subject to applicable regulatory and legal requirements, the Collateral Trustee may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Trustee shall deem appropriate. The Collateral Trustee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Trustee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Subsidiary Pledgor, and, to the extent permitted by applicable law, the Subsidiary Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Subsidiary Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Trustee shall give a Subsidiary Pledgor 10 days' prior written notice (which each Subsidiary Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Trustee's intention to make any sale of such Subsidiary Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Trustee may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Trustee may (in its sole and absolute discretion) determine. The Collateral Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjoumed. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Trustee until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Trustee shall not incur any liability in case any such purchaser or purchasers shall fall to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 7, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Subsidiary Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Subsidiary Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Subsidiary Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion 8 thereof shall be treated as a sale thereof, (b) the Collateral Trustee shall be free to carry out such sale pursuant to such agreement and (c) such Subsidiary Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Trustee may proceed by a suit or suits at law or in equity to foreclosure upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 7 shall be deemed to conform to the commercially reasonable standards as provide in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions. SECTION 8. Application of Proceeds of Sale. The Collateral Trustee shall apply the proceeds of any collection or sale of the Collateral, as well as any Collateral consisting of cash, in the manner set forth in the Collateral Trust Agreement; provided, however, that if the Collateral Trust Agreement shall not be in effect, such proceeds and cash shall be applied as follows: FIRST, to the payment of all costs and expenses incurred by the Agent or the Collateral Trustee (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Trustee or any Secured Party hereunder or under any other Loan Document on behalf of any Subsidiary Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the Credit Agreement Senior Obligations (the amounts so applied to be distributed among the holders of the Credit Agreement Senior Obligations pro rata in accordance with the amounts of the Credit Agreement Senior Obligations owed to them on the date of any such distribution); and THIRD, to the Subsidiary Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Trustee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Trustee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold 9 and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Trustee or such officer or be answerable in any way for the misapplication thereof. SECTION 9. Reimbursement of Collateral Trustee. (a) Each Subsidiary Pledgor agrees to pay upon demand to the Collateral Trustee the amount of any and all reasonable expenses, including the reasonable fees, other charges and disbursements of its counsel and of any experts or agents, that the Collateral Trustee may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Trustee hereunder or (iv) the failure by such Subsidiary Pledgor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Subsidiary Pledgor agrees to indemnify the Collateral Trustee, the Indemnitees (as defined in Section 9.03(b) of the Credit Agreement), the BFI Trustee and the AWNA Trustee (collectively, the "Shared Collateral Indemnitees") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, other charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement, the AWNA Indenture and the BFI Indenture or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. (c) Any amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Collateral Trustee or any other Secured Party. All amounts due under this Section 9 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.06 of the Credit Agreement. SECTION 10. Collateral Trustee Appointed Attorney-in-Fact. Each Subsidiary Pledgor hereby appoints the Collateral Trustee the attorney-in-fact of such Subsidiary Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default of 10 which the Collateral Trustee shall have received written notice from the Agent or a Trustee under the applicable Debt Instrument, with full power of substitution either in the Collateral Trustee's name or in the name of such Subsidiary Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Subsidiary Pledgor representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Trustee and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Subsidiary Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct. SECTION 11. Waivers; Amendment. (a) No failure or delay of the Collateral Trustee in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Trustee hereunder and of the other Secured Parties under the other Loan Documents, the BFI Indenture and the AWNA Indenture are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or consent to any departure by any Subsidiary Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Subsidiary Pledgor in any case shall entitle such Subsidiary Pledgor to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Collateral Trustee and the Subsidiary Pledgor or Subsidiary Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement. SECTION 12. Securities Act, etc. In view of the position of the Subsidiary Pledgors in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal Securities Laws") with respect to any disposition of the Pledged Securities permitted hereunder. Each 11 Subsidiary Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Trustee if the Collateral Trustee were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Trustee in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Subsidiary Pledgor recognizes that in light of such restrictions and limitations the Collateral Trustee may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Subsidiary Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Trustee, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Subsidiary Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Trustee shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Collateral Trustee, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 12 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Trustee sells. SECTION 13. Registration, etc. Each Subsidiary Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default of which the Collateral Trustee shall have received written notice from the Agent or a Trustee under the applicable Debt Instrument, if for any reason the Collateral Trustee desires to sell any of the Pledged Securities at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Trustee, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Trustee to permit the public sale of such Pledged Securities. Each Subsidiary Pledgor further agrees to indemnify, defend and hold harmless the Collateral Trustee, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Trustee of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a 12 material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Subsidiary Pledgor or the issuer of such Pledged Securities by the Collateral Trustee or any other Secured Party expressly for use therein. Each Subsidiary Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Trustee and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Subsidiary Pledgor will bear all costs and expenses of carrying out its obligations under this Section 13. Each Subsidiary Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 13 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 13 may be specifically enforced. SECTION 14. Security Interest Absolute. All rights of the Collateral Trustee hereunder, the grant of a security interest in the Collateral and all obligations of each Subsidiary Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the BFI Indenture, the AWNA Indenture, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subsidiary Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). SECTION 15. Termination or Release. This Agreement and the pledge hereunder (i) shall cease to be effective with respect to the BFI Senior Note Obligations and the AWNA Senior Note Obligations on the earlier of the date (a) on which all the AWNA Indenture Debt and the BFI Indenture Debt shall have been paid to the holders thereof and (b) that is ten days after the provisions of the AWNA Indenture and the BFI Indenture that require equal and ratable security shall be held by a court of competent jurisdiction to be invalid, void or unenforceable and (ii) shall terminate when all the Credit Agreement Senior Obligations have been indefeasibly paid in full, the Senior Lenders have no further commitment to lend, the LC Exposure has been reduced to zero, the Issuing Banks have no further commitment to issue Letters of Credit under the Credit Agreement and the Agent has given written notification thereof to the Collateral Trustee, at which time the Collateral Trustee shall execute and deliver to the Subsidiary Pledgors, at the Subsidiary Pledgors' expense, all documents which the Subsidiary Pledgors shall reasonably request to evidence such termination. Any execution and delivery of such documents pursuant to this Section 15 shall be without recourse to or warranty by the Collateral Trustee and shall, upon the reasonable prior request of the Subsidiary Pledgors, be made 13 prior to such termination for holding in escrow pending such termination. A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the pledge of the Collateral of such Subsidiary Pledgor hereunder shall be automatically released in the event that all the capital stock of such Subsidiary Pledgor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of AWNA in accordance with the terms of the Credit Agreement and the other Loan Documents; provided that, if required by the terms of the Credit Agreement, the Required Senior Lenders, all the Senior Lenders or all the Lenders, as the case may be, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise; and, provided, further, that any release of a Subsidiary Pledgor or any Collateral after the occurrence and during the continuance of a Triggering Event (as defined in the Collateral Trust Agreement) shall be subject to the prior approval of the Collateral Trustee. SECTION 16. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Pledgor shall be given to it in care of AWNA. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Notices to the AWNA Indenture Trustee and the BFI Indenture Trustee shall be given as provided in the AWNA Indenture and the BFI Indenture, respectively. SECTION 17. Further Assurances. Each Subsidiary Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Collateral Trustee may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Collateral or any part thereof or in order better to assure and confirm unto the Collateral Trustee its rights and remedies hereunder. SECTION 18. Binding Effect; Several Agreement; Assignments; Successor Collateral Trustee. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Subsidiary Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Agreement shall become effective as to any Subsidiary Pledgor when a counterpart hereof executed on behalf of such Subsidiary Pledgor shall have been delivered to the Collateral Trustee and a counterpart hereof shall have been executed on behalf of the Collateral Trustee, and thereafter shall be binding upon such Subsidiary Pledgor and the Collateral Trustee and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Pledgor, the Collateral Trustee and the other Secured Parties, and their respective successors and assigns, except that no Subsidiary Pledgor shall have the right to assign its rights hereunder or any interest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Pledgor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Pledgor without the approval of any other Subsidiary Pledgor and without affecting the obligations of any other Subsidiary Pledgor hereunder. The Collateral Trustee may resign and a successor Collateral Trustee may be appointed in the manner 14 provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as a collateral trustee by a successor collateral trustee, that successor collateral trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring collateral trustee, as secured party under this Agreement, and the retiring collateral trustee shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring collateral trustee's resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Trustee. SECTION 19. Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by each Subsidiary Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Trustee and the other Secured Parties and shall survive the making by the Senior Lenders of the Senior Loans and the issuance of the Letters of Credit by the Issuing Banks, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect until this Agreement has been terminated in accordance with Section 15. (b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 20. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract (subject to Section 18), and shall become effective as provided in Section 18. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement. SECTION 22. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. SECTION 23. Jurisdiction; Consent to Service of Process. (a) Each Subsidiary Pledgor hereby irrevocably and unconditionally submits, for itself 15 and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Trustee or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement, the BFI Indenture, the AWNA Indenture or the other Loan Documents against any Subsidiary Pledgor or its properties in the courts of any jurisdiction. (b) Each Subsidiary Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 16. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. SECTION 24. Waiver Of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 25. Additional Subsidiary Pledgors. Pursuant to Section 5.l0A of the Credit Agreement, each Specified Subsidiary that is a subsidiary of BFI that was not in existence or not such a Specified Subsidiary on the date of the Credit Agreement is required to enter in this Agreement as a Subsidiary Pledgor upon becoming such a Specified Subsidiary if such Subsidiary owns or possesses property of a type that would be considered Collateral hereunder. Upon execution and delivery by the Collateral Trustee and a Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary Pledgor hereunder 16 with the same force and effect as if originally named as a Subsidiary Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Subsidiary Pledgor hereunder. The rights and obligations of each Subsidiary Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Agreement. SECTION 26. Execution of Financing Statements. Pursuant to Section 9-402 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions, each Subsidiary Pledgor authorizes the Collateral Trustee to file financing statements with respect to the Collateral owned by it without the signature of such Subsidiary Pledgor in such form and in such filing offices as the Collateral Trustee reasonably determines appropriate to perfect the security interests of the Collateral Trustee under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction. SECTION 27. Collateral Trustee in its Individual Capacity. The Collateral Trustee and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with Allied Waste and its Subsidiaries as though the Collateral Trustee were not collateral trustee hereunder. With respect to the Loans made by it and all Obligations owing to it, the Collateral Trustee shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not the collateral trustee, and the terms "Senior Lender" and "Senior Lenders" shall include the Collateral Trustee in its individual capacity. 17 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. ALLIED WASTE NORTH AMERICA, INC., by ----------------------------------- Name: Title: THE SUBSIDIARY PLEDGORS LISTED ON SCHEDULE I HERETO, by ---------------------------------- Name: Title: Authorized Officer THE CHASE MANHATTAN BANK, as Collateral Trustee, by --------------------------------- Name: Title: 18 Schedule I to the Shared Collateral Pledge Agreement SUBSIDIARY PLEDGORS Name [Address] ---- ------- Schedule II to the Shared Collateral Pledge Agreement Schedule II to the Shared Collateral Pledge Agreement CAPITAL STOCK Number of Registered Number and Percentage Issuer Certificate Owner Class of Shares of Shares ------ ----------- ----- --------------- --------- DEBT SECURITIES Principal Issuer Amount Date of Note Maturity Date ------- ------------- ------------- --------------- Annex 1 to the Shared Collateral Pledge Agreement SUPPLEMENT NO. __ dated as of , to the SHARED COLLATERAL PLEDGE AGREEMENT dated as of July 30, 1999 (the "Shared Collateral Pledge Agreement") among Allied Waste North America, Inc., a Delaware corporation ("AWNA") and each Subsidiary of AWNA listed on Schedule I thereto (each such Subsidiary individually a "Subsidiary Pledgor" and collectively, the "Subsidiary Pledgors") and The Chase Manhattan Bank, a New York banking corporation ("Chase"), as collateral trustee (in such capacity, the "Collateral Trustee") for the Secured Parties (as defined in the Shared Collateral Pledge Agreement referred to below). A. Reference is made to (a) the Credit Agreement dated as of July 21, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among AWNA, Allied Waste Industries, Inc., the lenders from time to time party thereto (the "Lenders"), and Chase, as administrative agent and collateral agent for the Lenders. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Shared Collateral Pledge Agreement and the Credit Agreement. C. The Subsidiary Plcdgors have entered into the Shared Collateral Pledge Agreement in order to induce the Senior Lenders to make Senior Loans and other extensions of credit under the Credit Agreement. Section 5.10A of the Shared Collateral Pledge Agreement provides that additional Subsidiaries of AWNA may become Subsidiary Pledgors under the Shared Collateral Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary Pledgor") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Pledgor under the Shared Collateral Pledge Agreement in order to induce the Senior Lenders to make additional Senior Loans and other extensions of credit under the Credit Agreement. Accordingly, the Collateral Trustee and the New Subsidiary Pledgor agree as follows: SECTION 1. In accordance with Section 25 of the Shared Collateral Pledge Agreement, the New Subsidiary Pledgor by its signature below becomes a Subsidiary Pledgor under the Shared Collateral Pledge Agreement with the same force and effect as if originally named therein as a Subsidiary Pledgor and the New Subsidiary Pledgor hereby agrees (a) to all the terms and provisions of the Shared Collateral Pledge Agreement applicable to it as a Subsidiary Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Pledgor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary Pledgor, as security for the payment and performance in full of the Obligations (as defined in the Shared Collateral Pledge Agreement), does hereby create and grant to the Collateral Trustee, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary Pledgor's right, title and interest in and to the Collateral (as defined in the Shared Collateral Pledge Agreement) of the New Subsidiary Pledgor. Each reference to a "Subsidiary Pledgor" in the Shared Collateral Pledge Agreement shall be deemed to include the New Subsidiary Pledgor. The Shared Collateral Pledge Agreement is hereby incorporated herein by reference. SECTION 2. The New Subsidiary Pledgor represents and warrants to the Collateral Trustee and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Trustee shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary Pledgor and the Collateral Trustee. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 4. The New Subsidiary Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities. SECTION 5. Except as expressly supplemented hereby, the Shared Collateral Pledge Agreement shall remain in full force and effect. SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Shared Collateral Pledge Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 15 of the Shared Collateral Pledge Agreement. All communications and notices hereunder to the New Subsidiary Pledgor shall be given to it in care of AWNA as set forth in the Shared Collateral Pledge Agreement. SECTION 9. The New Subsidiary Pledgor agrees to reimburse the Collateral Trustee for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Trustee. IN WITNESS WHEREOF, the New Subsidiary Pledgor and the Collateral Trustee have duly executed this Supplement to the Shared Collateral Pledge Agreement as of the day and year first above written. [Name of New Subsidiary Pledgor], by ---------------------------------- Name: Title: Address: THE CHASE MANHATTAN BANK, as Collateral Trustee, By ---------------------------------- Name: Title: Schedule I to Supplement No. to the Shared Collateral Pledge Agreement Pledged Securities of the New Subsidiary Pledgor ------------------------------------------------- CAPITAL STOCK Number of Registered Number and Class of Percentage of Issuer Certificate Owner Shares Shares ------- ----------- ---------- ------------------- ------------ DEBT SECURITIES Principal Issuer Amount Date of Note Maturity Date -------- ----------- ------------ ------------- Schedule I to Subsidiary Pledgors Pursuant to the Shared Collateral Pledge Agreement SCHEDULE I: SUBSIDIARY PLEDGORS PURSUANT TO THE SHARED COLLATERAL PLEDGE AGREEMENT BFI PLEDGORS Attwoods of North America, Inc. BFI Waste Systems of North America, Inc. BFI Energy Systems of Albany, Inc. BFI Energy Systems of Delaware County, Inc. BFI Energy Systems of Essex County, Inc. BFI Energy Systems of Hempstead, Inc. BFI Energy Systems of Niagara, Inc. BFI Energy Systems of SEMASS, Inc. BFI Energy Systems of Southeastern Connecticut, Inc. BFI International, Inc. BFI Medical Waste Systems of Washington, Inc. BFI Trans River (GP), Inc. BFI Transfer Systems of New Jersey, Inc. BFI Waste Systems of New Jersey, Inc. Browning-Ferris Financial Services, Inc. Browning-Ferris Gas Services, Inc. Browning-Ferris, Inc. Browning-Ferris Industries, Inc. (DE) Browning-Ferris Industries, Inc. (MA) Browning-Ferris Industries Chemical Services, Inc. Browning-Ferris Industries of California, Inc. Browning-Ferris Industries of Connecticut, Inc. Browning-Ferris Industries of Florida, Inc. Browning-Ferris Industries of Hawaii, Inc. Browning-Ferris Industries of New York, Inc. Browning-Ferris Industries of Ohio, Inc. Browning-Ferris Industries of Tennessee, Inc. Browning-Ferris Services, Inc. CECOS, International, Inc. International Disposal Corp. of California Lake Norman Landfill, Inc. Maui Disposal Co., Inc. New Morgan Landfill Company, Inc. Newco Waste Systems of New Jersey, Inc. Risk Services, Inc. VHG, Inc. Warner Hill Development Company Woodlake Sanitary Service, Inc. Schedule II: Shared Collateral Pledge Agreement SCHEDULE II: SHARED COLLATERAL PLEDGE AGREEMENT PART B: DEBT SECURITIES None.