Proposed Final Judgment and Competitive Impact Statement

[Federal Register Volume 63, Number 185 (Thursday, September 24, 1998)]

[Notices]

[Pages 51126-51161]

From the Federal Register Online via the Government Publishing Office [www.gpo.gov]

[FR Doc No: 98-24974]

[[Page 51125]]

_______________________________________________________________________

Part II

Department of Justice

_______________________________________________________________________

Antitrust Division

_______________________________________________________________________

Proposed Final Judgment and Competitive Impact Statement; Notice

Federal Register / Vol. 63, No. 185 / Thursday, September 24, 1998 /

Notices

[[Page 51126]]

DEPARTMENT OF JUSTICE

Antitrust Division

[Civ. No. 1:98 CV 1616]

Proposed Final Judgment and Competitive Impact Statement

Notice is hereby given pursuant to the Antitrust Procedures and

Penalties Act, 15 U.S.C. sections 16(b)-(h), that a proposed Final

Judgment, Hold Separate Stipulation and Order, and Competitive Impact

Statement have been filed with the United States District Court for the

Northern District of Ohio, Eastern Division, in United States and

States of Ohio, Arizona, California, Colorado, Florida, Maryland, New

York, Texas, Washington, and Wisconsin, and Commonwealths of Kentucky

and Pennsylvania v. USA Waste Services, Inc., Dome Merger Subsidiary,

and Waste Management, Inc. Civ. No. 1:98 CV 1616.

On July 16, 1998, the United States and the listed eleven states

and two commonwealths filed a Complaint, which alleged that USA Waste's

proposed acquisition of Waste Management would violate Section 7 of the

Clayton Act, 15 U.S.C. 18, by substantially lessening competition in

commercial waste collection and/or municipal solid waste disposal in 21

geographic markets around the country, including: Akron, Canton,

Cleveland and Columbus, OH; Allentown, Pittsburgh and Philadelphia, PA;

Baltimore, MD; Denver, CO; Detroit, Flint and Northeast Michigan;

Houston, TX; Los Angeles, CA; Louisville, KY; Miami and Gainesville,

FL; Milwaukee, WI; New York, NY; Portland, OR; and Tucson, AZ. The

proposed Final Judgment, filed the same day as the Complaint, requires

that USA Waste and Waste Management divest commercial waste collection

and/or municipal solid waste disposal operations in each of the

geographic areas alleged in the Complaint.

Public comment is invited within the statutory 60-day comment

period. Such comments and responses thereto will be published in the

Federal Register and filed with the Court. Comments should be directed

to J. Robert Kramer, II, Chief, Litigation II Section, Antitrust

Division, U.S. Department of Justice, 1401 H Street, NW, Suite 3000,

Washington, D.C. 20530 [telephone: (202) 307-0924].

Constance K. Robinson,

Director of Operations & Merger Enforcement.

Hold Separate Stipulation and Order

It is hereby stipulated and agreed by and between the undersigned

parties, subject to approval and entry by the Court, that:

I. Definitions

As used in this Hold Separate Stipulation and Order:

A. USA Waste means defendant USA Waste Services, Inc., a Delaware

corporation with its headquarters in Houston, Texas, and includes its

successors and assigns, and its subsidiaries (including Dome Merger

Subsidiary), divisions, groups, affiliates, directors, officers,

managers, agents, and employees.

B. WMI means defendant Waste Management, Inc., A Delaware

corporation with its headquarters in Oak Brook, Illinois, and includes

its successors and assigns, and its subsidiaries, divisions, groups,

affiliates, directors, officers, managers, agents, and employees.

C. Relevant Disposal Assets means, unless otherwise noted, with

respect to each landfill or transfer station listed and described

herein, all tangible assets, including all fee and leasehold and

renewal rights in the listed landfill or transfer station; the garage

and related facilities; offices; landfill- or transfer station-related

assets including capital equipment, trucks and other vehicles, scales,

power supply equipment, interests, permits, and supplies; and all

intangible assets of the listed landfill or transfer station, including

landfill- or transfer station-related customer lists, contracts, and

accounts, or options to purchase any adjoining property.

Relevant Disposal Assets, as used herein, includes each of the

following properties:

1. Landfills

a. Akron/Canton, OH

WMI's Countywide R&D Landfill, located at 3619 Gracement Street,

SW, East Sparta, OH 44626, and known as the Countywide Landfill;

b. Columbus, OH

USA Waste's Pine Grove Landfill, located at 5131 Drinkle Road, SW,

Amanda, OH 43102;

c. Denver, CO

USA Waste's Front Range Landfill, located at 1830 County Road 5,

Erie, CO 80516-8005.

d. Detroit, MI

USA Waste's Carleton Farms Landfill, located at 28800 Clark Road,

New Boston, MI;

e. Flint, MI

USA Waste's Brent Run Landfill, located at Vienna Road, Montrose

Township, Genesee County, MI;

f. Houston, TX

USA Waste's Brazoria County Landfill, located at 10310 FM-523,

Angleton, TX 77515; and

g. Los Angeles, CA

USA Waste's Chiquita Canyon Landfill, located at 29201 Henry Mayo

Drive, Valencia, CA 91355;

h. Louisville, KY

USA Waste's Valley View Landfill, located at 9120 Sulphur Road,

Sulphur, KY 40070;

j. Milwaukee, WI

USA Waste's Kestrel Hawk Landfill, located at 1989 Oakes Road,

Racine, WI 53406; and WMI's Mallard Ridge Landfill, located at W. 8470

State Road 11, Delavan, WI 53315;

k. New York, NY/Philadelphia, PA

WMI's Modern Landfill & Recycling, located at 4400 Mt. Piscah Road,

York, PA 17402, and known as the Modern Landfill;

l. Northeast Michigan

USA Waste's Whitefeather Landfill, located at 2401 Whitefeather

Road, Pinconning, MI; and Elk Run Sanitary Landfill, located at 20676

Five Mile Highway, Onaway, MI;

m. Pittsburgh, PA

WMI's Green Ridge Landfill, located at 717 East Huntingdon Landfill

Road, Scottdale, PA 15683, and variously known as the Green Ridge

Landfill, the Y&S Landfill, or the Greenridge Reclamation Landfill;

n. Portland, OR

USA Waste's North WASCO Landfill, located at 2550 Steel Road, The

Dalles, OR 97058; and

2. Transfer Stations

a. Akron/Canton, OH

WMI's Akron Central Transfer Station, located at 389 Fountain

Street, Akron, OH;

b. Baltimore, MD

WMI's Southwest Resource Recovery Facility (known as Baltimore

RESCO or BRESCO), located at 1801 Annapolis Road, Baltimore, MD 21230;

Baltimore County Resource Recovery Facility, located at 10320 York

Road, Cockeysville, MD; and Western Acceptance Facility, located at

3310 Transway Road, Baltimore, MD;

[[Page 51127]]

c. Cleveland, OH

USA Waste's Newburgh Heights Transfer Station, located at 3227

Harvard Road, Newburgh Heights, OH 44105 (and known as the Harvard Road

Transfer Station); and WMI's Strongsville Transfer Station, located at

16099 Foltz Industrial Parkway, Strongsville, OH;

d. Columbus, OH

WMI's Reynolds Road Transfer Station, located at 805 Reynolds

Avenue, Columbus, OH 43201;

e. Houston, TX

USA Waste's Hardy Road Transfer Station, located at 18784 East

Hardy, Houston, TX;

f. Louisville, KY

USA Waste's Poplar Level Road Transfer Station, located at 4446

Poplar Level Road, Louisville, KY;

g. Miami, FL

All USA Waste's operations related to its right, title, and

interest in, or operation or, the Reuters Transfer Station Rights, as

conveyed to Chambers Waste Systems of Florida, a subsidiary of USA

Waste, pursuant to the Final Judgment in United States v. Reuter

Recycling of Florida, Inc., 1996-1 Trade Cas. (CCH) para. 71,353

(D.D.C. 1996), a copy of which is attached to the proposed Final

Judgment as Exhibit A;

h. New York, NY

WMI's SPM Transfer Station, located at 912 East 132nd Street,

Bronx, NY 10452, and all rights and interests, legal or otherwise, the

WMI now enjoys, has had or made use of out of the SPMT Transfer

Station, to deliver waste by truck to rail siding at the Oak Point Rail

Yard in the Bronx, NY, and at the Harlem River Yards facility, located

at St. Ann's and Lincoln Avenues at 132nd Street, Bronx, NY 1045; and

i. Philadelphia, PA

USA Waste's Girard Point Transfer Station, located at 3600 South

26nd Street. Philadelphia, PA 19145; and USA Waste's Quick Way Inc.

Municipal Waste Transfer Station, located at SE Corner, Bath and

Orthodox Streets, Philadelphia, PA 19137.

D. Relevant Hauling Assets, unless otherwise noted, means with

respect to each commercial waste collection route or other hauling

asset described herein, all tangible assets, including capital

equipment, trucks and other vehicles, containers, interests, permits,

supplies except real property and improvements to real property (i.e.,

buildings)]; and it includes all intangible assets, including hauling-

related customers lists, contracts and accounts.

Relevant Hauling Assets, as used herein, includes the assets in the

following locations:

1. Akron, OH

USA Waste's and American Waste Corporation's front-end loader truck

(``FEL'') commercial routes that serve Summit County, Ohio;

2. Allentown, PA

WMI's FEL commercial routes that serve the cities of Allentown and

Northampton and Lehigh County, PA;

3. Cleveland, OH

WMI's FEL commercial routes that serve Franklin County, Ohio;

5. Denver, CO

USA Waste's FEL commercial routes that serve the City of Denver,

and Denver and Arapaho County, CO;

6. Detroit, MI

WMI's FEL commercial routes that serve the City of Detroit and

Wayne County, MI;

7. Houston, TX

WMI's FEL commercial routes that serve the City of Houston, the

Dickinson area, and Harris County, TX;

8. Louisville, KY

USA waste's FEL commercial routes that serve the City of Louisville

and Jefferson County, KY;

9. Pittsburgh, PA

WMI's FEL commercial routes that serve Allegheny County and

Westmoreland County, PA, and the garage facility (real estate and

improvements) located at the Y&S Landfill;

10. Portland, OR

WMI's FEL commercial routes that serve the City of Portland, OR;

11. Tucson, AZ

USA Waste's FEL commercial routes that serve the City of Tucson and

Pima County, AZ; and

12. Gainesville, FL

WMI's FEL commercial routes that serve Alachua County, FL.

E. Hauling means the collection of nonhazardous waste from

customers and the shipment of the collected waste to disposal sites.

F. Waste means nonhazardous municipal solid waste.

G. Disposal means the business of disposing of waste into approved

disposal sites.

H. Relevant area means the county in which the Relevant Hauling

Assets or Relevant Disposal Assets are located and any adjacent city or

county, except with respect to the Modern Landfill [see Section

I(C)(1)(k)], for which the Relevant Area means Philadelphia, PA, and

New York, NY.

I. Relevant State means the state in which the Relevant Disposal

Assets or Relevant Hauling Assets are located, provided however, that

state is a party to this Final Judgment. With respect to the Modern

Landfill [see Section I(C)(1)(k)], the Relevant State means the

Commonwealth of Pennsylvania and the State of New York.

II. Objectives

The Final Judgment filed in this case in meant to ensure

defendants' prompt divestitures of the Relevant Disposal Assets and the

Relevant Hauling Assets for the purpose of establishing viable

competitors in the waste disposal business or the commercial waste

hauling business, or both, in the Relevant Areas to remedy the effects

that plaintiffs allege would otherwise result from USA Waste's

acquisition of WMI. This Hold Separate Stipulation and Order ensures,

prior to such divestitures, that the Relevant Disposal Assets and the

Relevant Hauling Assets are independent, economically viable, ongoing

business concerns, and that competition is maintained during the

pendency of the ordered divestitures.

III. Jurisdiction and Venue

The Court has jurisdiction over the subject matter of this action

and over each of the parties hereto, and venue of this action is proper

in the United States District Court for the Northern District of Ohio,

Eastern Division.

IV. Compliance With and Entry of Final Judgment

A. The parties stipulate that a Final Judgment in the form hereto

attached hereto as Exhibit A may be filed with and entered by the

Court, upon the motion of any party or upon the Court's own motion, at

any time after compliance with the requirements of the Antitrust

Procedures and Penalties Act (15 U.S.C. Sec. 16), and without further

notice to any party or other proceedings, provided that the United

States has not withdrawn its consent, which it may do at any time

before the entry of the proposed Final Judgment by serving notice

thereof on defendants and by filing that notice with the Court.

B. Defendants shall abide by and comply with the provisions of the

proposed Final Judgment, pending the Judgment's entry by the Court, or

until

[[Page 51128]]

expiration of time of all appeals of any Court ruling declining entry

of the proposed Final Judgment, and shall, from the date of the signing

of this Stipulation by the parties, comply with all the terms and

provisions of the proposed Final Judgment as though the same were in

full force and effect as an order of the Court.

C. Defendants shall not consummate the transaction sought to be

enjoined by the Complaint herein before the Court has signed this

Stipulation and Order.

D. This Stipulation shall apply with equal force and effect to any

amended proposed Final Judgment agreed upon in writing by the parties

and submitted to the Court.

E. In the event (1) the United States has withdrawn its consent, as

provided in Section IV(A) above, or (2) the proposed Final Judgment is

not entered pursuant to this Stipulation, the time has expired for all

appeals of any Court ruling declining entry of the proposed Final

Judgment, and the Court has not otherwise ordered continued compliance

with the terms and provisions of the proposed Final Judgment, then the

parties are released from all further obligations under this

Stipulation, and the making of this Stipulation shall be without

prejudice to any party in this or any other proceeding.

F. Defendants represent that the divestitures ordered in the

proposed Final Judgment can and will be made, and that defendants will

later raise no claim of hardship or difficulty as grounds for asking

the Court to modify any of the divestiture contained therein.

V. Hold Separate Provisions

Until the divestitures required by the Final Judgment have been

accomplished:

A. Defendants shall preserve, maintain, and operate the Relevant

Disposal Assets and the Relevant Hauling Assets as independent

competitors with management, sales and operations held entirely

separate, distinct and apart from those of defendants' other

operations. Defendants shall not coordinate the marketing of, or sales

by, any Relevant Disposal Asset or Relevant Hauling Asset with

defendants' other operations. Within twenty (20) days after the filing

of the Complaint, or thirty (30) days after the entry of this Order,

whichever is later, defendants will inform plaintiffs of the steps

defendants have taken to comply with this Hold Separate Stipulation and

Order.

B. Defendants shall take all steps necessary to ensure that (1) the

Relevant Disposal Assets and Relevant Hauling Assets will be maintained

and operated as independent, ongoing, economically viable and active

competitors in the waste disposal business or waste hauling business,

or both, in each Relevant Area; (2) management of the Relevant Disposal

Assets and Relevant Hauling Assets will not be influenced by USA Waste;

and (3) the books, records, competitively sensitive sales, marketing

and pricing information, and decision-making concerning the Relevant

Disposal Assets and Relevant Hauling Assets will be kept separate and

apart from defendants' other operations. USA Waste's influence over the

Relevant Disposal Assets and Relevant Hauling Assets shall be limited

to that necessary to carry out USA Waste's obligations under this Order

and the Final Judgment.

C. Defendants shall use all reasonable efforts to maintain and

increase the sales and revenues of the Relevant Disposal Assets and

Relevant Hauling Assets, and shall maintain at 1997 or at previously

approved levels, whichever are higher, all promotional, advertising,

sales, technical assistance, marketing and merchandising support for

the Relevant Disposal Assets and Relevant Hauling Assets.

D. Defendants shall provide sufficient working capital to maintain

the Relevant Disposal Assets and Relevant Hauling Assets as

economically viable, and competitive ongoing businesses.

E. Defendants shall take all steps necessary to ensure that the

Relevant Disposal Assets and Relevant Hauling Assets are fully

maintained in operable condition at no lower than their current

capacity or sales, and shall maintain and adhere to normal repair and

maintenance schedules for the Relevant Disposal Assets and Relevant

Hauling Assets.

F. Defendants shall not, except as part of a divestiture approved

by plaintiffs, remove, sell, lease, assign, transfer, pledge or

otherwise dispose of any of the Relevant Disposal Assets and Relevant

Hauling Assets.

G. Defendants shall maintain, in accordance with sound accounting

principles, separate, accurate and complete financial ledgers, books

and records that report on a periodic basis, such as the last business

day of every month, consistent with past practices, the assets,

liabilities, expenses, revenues and income of the Relevant Disposal

Assets and Relevant Hauling Assets.

H. Except as the ordinary course of business or as is otherwise

consistent with this Hold Separate Stipulation and Order, defendants

shall not hire, transfer, terminate, or otherwise alter the salary

agreements for any USA Waste or WMI employee who, on the date of

defendants' signing of this Hold Separate Stipulation and Order,

either: (1) works at a Relevant Disposal Asset or Relevant Hauling

Assets, or (2) is a member of management referenced in Section V(I) of

this Hold Separate Stipulation and Order.

I. Until such time as the Relevant Disposal Assets and Relevant

Hauling Assets are divested pursuant to the terms of the Final

Judgment, the Relevant Disposal Assets and Relevant Hauling Assets of

WMI and USA Waste shall be managed by Donald Chappel. Mr. Chappel shall

have complete managerial responsibility for the Relevant Disposal

Assets and Relevant Hauling Assets of WMI and USA Waste, subject to the

provisions of this Order and the Final Judgment. In the event that Mr.

Chappel is unable to perform this duties, defendants shall appoint,

subject to the approval of the United States, after consultation with

the Relevant States, a replacement within ten (10) working days. Should

defendants fail to appoint a replacement acceptable to the United

States, after consultation with the Relevant State, within ten (10)

working days the United States shall appoint a replacement.

J. Defendants Shall take no action that would interfere with the

ability of any trustee appointed pursuant to the Final Judgment to

complete the divestitures pursuant to the Final Judgment to purchasers

acceptable to the United States, after consultation with the Relevant

State.

K. This Hold Separate Stipulation and Order shall remain in effect

until consummation of the divestitures contemplated by the Final

Judgment or until further order of the Court.

VI. Defendants' Expectations

In consenting to the entry of this Final Judgment, each defendant

has relied upon, as a material factor, its understanding of the hauling

routes that it will be required to divest, as set forth in a letter

from James. R. Weiss and Neal R. Stoll, counsel for defendants, dated

July 14, 1998, and acknowledged by Anthony E. Harris, Antitrust

Division, U.S. Department of Justice, counsel for the United States.

Dated: July 16, 1998.

For Plaintiff United States of America:

Anthony E. Harris, Esquire

U.S. Department of Justice, Antitrust Division, Litigation II Section,

Suite 3000, Washington, DC 20005, (202) 307-6583.

For Defendants

[[Page 51129]]

USA Waste Services, Inc. and Dome Merger Subsidiary

James R. Weiss, Esquire

Preston Gates Ellis & Rouvelas Meeds LLP, 1735 New York Avenue, NW,

Washington, DC 20006-8425, (202) 662-8425.

J. Defendants shall take no action that would interfere with the

ability of any trustee appointed pursuant to the Final Judgment to

complete the divestitures pursuant to the Final Judgment to purchasers

acceptable to the United States, after consultation with the Relevant

State.

K. This Hold Separate Stipulation and Order shall remain in effect

until consummation of the divestitures contemplated by the Final

Judgment or until further order of the Court.

VI. Defendants' Expectations

In consenting to the entry of this Final Judgment, each defendant

has relied upon, as a material factor, its understanding of the hauling

routes that it will be required to divest, as set forth in a letter

from James R. Weiss and Neal R. Stoll, counsel for defendants, dated

July 14, 1998, and acknowledged by Anthony E. Harris, Antitrust

Division, U.S. Department of Justice, counsel for the United States.

Dated: July 16, 1998.

For Plaintiff United States of America

Anthony E. Harris, Esquire,

U.S. Department of Justice, Antitrust Division, Litigation II Section,

Suite 3000, Washington, DC 20005, (202) 307-6583.

For Defendants USA Waste Services, Inc. and Dome Merger

Subsidiary

James R. Weiss, Esquire,

Preston Gates Ellis & Rouvelas Meeds LLP, 1735 New York Avenue, NW,

Washington, DC 20006-8425, (202) 662-8425.

For Plaintiff State of Ohio

Betty D. Montgomery,

Attorney General.

Doreen C. Johnson,

Chief, Antitrust Section, Ohio Attorney General's Office, 30 East Broad

Street, 16th Floor, Columbus, OH 43215, (614) 446-4328.

For Plaintiff State of Arizona

Grant Woods,

Attorney General.

1275 West Washington, Phoenix, AZ 85007, (602) 542-7761

For Plaintiff State of California

Daniel E. Lungren,

Attorney General.

Barbara Motz,

Supervising Deputy Attorney General, 300 South Spring Street, Los

Angeles, CA (213) 897-2691.

For Plaintiff State of Colorado

Gale A. Norton

For Defendant Waste Management, Inc.

Neal R. Stoll, Esquire,

Skadden, Arpa, Slate, Meagher & Flom, 919 Third Avenue, New York, NY

10022-3897, (212) 735-3000.

For Plaintiff State of Ohio

Betty D. Montgomery,

Attorney General.

Doreen C. Johnson,

Assistant Attorney General, Chief, Antitrust Section, Ohio Bar No.

0024725.

Mitchell L. Gentile, Senior Attorney,

Ohio Bar No. 0022274.

Thomas G. Lingren,

Assistant Attorney General, Ohio Bar No. 0039210.

Ohio Attorney General's Office, 30 East Broad Street, 16th

Floor, Columbus, OH 43215, (614) 466-4328

For Plaintiff State of Arizona

Grant Woods,

Attorney General.

Nancy M. Bonnell,

Assistant Attorney General, Arizona Bar No. 016382, Antitrust Unit,

Civil Division, 1275 West Washington, Phoenix, AZ 85007, (602) 542-

7711, (602) 542-4801 (facsimile).

For Defendant Waste Management Services, Inc.

Neal R. Stoll, Esquire,

Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, NY

10022-3897, (212) 735-3000.

For Plaintiff State of California

Daniel E. Lungren,

Attorney General.

Roderick E. Walston,

Chief Assistant Attorney General.

Barbara Motz,

Acting Assistant Attorney General.

Natalie S. Manzo,

Deputy Attorney General, 300 South Spring Street, Room 5212, Los

Angeles, CA 90013, (213) 897-2704.

For Plaintiff State of Colorado

Gale A. Norton,

Attorney General.

Jan Michael Zavislan, Colorado Bar No. 11636,

First Assistant Attorney General.

Maria E. Berkenkotter, Colorado Bar No. 16781,

Assistant Attorney General.

State Services Building, 1525 Sherman Street, 5th Floor, Denver,

CO 80203, (303) 866-3613, (303) 866-5691

For Plaintiff State of Florida

Robert A. Butterworth,

Attorney General.

Lizabeth A. Leeds, Douglas L. Kilby,

Assistant Attorneys General, Antitrust Section, PL-01, The Capitol,

Tallahassee, FL 32399-1050, (850) 414-3856.

.For Plaintiff Commonwealth of Kentucky

Albert B. Chandler III,

Attorney General.

David R. Vandeventer,

Assistant Attorney General, Kentucky Bar No. 72790.

Consumer Protection, 1024 Capital Center Drive, Frankfort, KY

40601-8204, (502) 573-2200

For Plaintiff State of Maryland

J. Joseph Curran, Jr.,

Attorney General.

Ellen S. Cooper,

Assistant Attorney General, Chief, Antitrust Division.

John R. Tennis,

Assistant Attorney General.

Office of the Attorney General 200 St. Paul Place, Suite 17,

Baltimore, MD 21202-2021, (410) 576-6470

For Plaintiff State of Michigan

Frank J. Kelley,

Attorney General.

Paul F. Novak,

Assistant Attorney General, Consumer Protection Division, Franchise/

Antitrust Section, P.O. Box 30213, Lansing, MI 48909, (517) 373-7117.

For Plaintiff State of New York

Dennis C. Vacco,

Attorney General.

Stephen D. Houck,

Assistant Attorney General in Charge.

Richard E. Grimm,

Assistant Attorney General, Antitrust Bureau, Office of the Attorney

General, State of New York, 120 Broadway, Suite 26-01, New York, NY

10271, (212) 416-8271

Of Counsel:

Kay Taylor,

Assistant Attorney General.

For Plaintiff Commonwealth of Pennsylvania

D. Michael Fisher,

Attorney General.

James A. Donahue, III,

Chief Deputy Attorney General.

Garrett F. Gallia, Terry A. Lupia,

Deputy Attorneys General.

14th Floor, Strawberry Square, Harrisburg, PA 17120, (717) 787-

4530

[[Page 51130]]

For Plaintiff State of Texas

Dan Morales,

Attorney General.

Mark Tobey, Kim Van Winkle,

Assistant Attorneys General, P.O. Box 12548, Austin, TX 78711-2548,

(512) 320-0975.

For Plaintiff State of Washington

Christine O. Gregoire,

Attorney General.

Jon P. Ferguson,

Senior Counsel.

Marta Lowy,

Assistant Attorney General, Office of the Attorney General, 900 4th

Avenue, Suite 2000, Seattle, WA 98164-1012, (206) 464-7744.

For Plaintiff State of Wisconsin

James E. Doyle,

Attorney General of Wisconsin.

Edwin J. Hughes,

Assistant Attorney General, Wisconsin Department of Justice, P.O. Box

7857, Madison, WI 53707-7857, (608) 267-9487.

Assistant Attorney General, Wisconsin Department of Justice,

P.O. Box 7857, Madison, WI 53707-2818, (608) 264-9487

ORDER

IT IS SO ORDERED by the Court, this ______ day of July, 1998.

----------------------------------------------------------------------

United States District Judge

Final Judgment

WHEREAS, plaintiffs, the United States of America, the State of

Ohio, the State of Arizona, the State of California, the State of

Colorado, the State of Florida, the Commonwealth of Kentucky, the State

of Maryland, the State of Michigan, the State of New York, the

Commonwealth of Pennsylvania, the State of Texas, the State of

Washington, and the State of Wisconsin, and defendants USA Waste

Services, Inc. (``USA Waste'') and Waste Management, Inc. (``WMI''), by

their respective attorneys, having consented to the entry of this Final

Judgment without trial or adjudication of any issue of fact or law

herein, and without the Final Judgment constituting any evidence

against or an admission by any party with respect to any issue of law

or fact herein;

And Whereas, defendants have agreed to be bound by the provisions

of this Final Judgment pending its approval by the Court;

And Whereas, the essence of the Final Judgment is the prompt and

certain divestiture of the Relevant Disposal Assets and Relevant

Hauling Assets to assure that competition is not substantially

lessened;

And Whereas, plaintiffs require defendants to make certain

divestitures for the purpose of establishing one or more viable

competitors in the waste disposal business, the commercial waste

hauling business, or both in the specified areas;

And Whereas, defendants have represented to the plaintiffs that the

divestitures ordered herein can and will be made and that defendants

will later raise no claims of hardship or difficulty as grounds for

asking the Court to modify any of the divestiture provisions contained

below;

Now, Therefore, before the taking of any testimony, and without

trial or adjudication of any issue of fact or law herein, and upon

consent of the parties hereto, it is hereby Ordered, Adjudged, and

Decreed as follows:

I. Jurisdiction

This Court has jurisdiction over each of the parties hereto and

over the subject matter of this action. The Complaint states a claim

upon which relief may be granted against defendants, as hereinafter

defined, under Section 7 of the Clayton Act, as amended, 15 U.S.C.

Sec. 18.

II. Definitions

As used in this Final Judgment:

A. USA Waste means defendant USA Waste Services, Inc., a Delaware

corporation with its headquarters in Houston, Texas, and includes its

successors and assigns, and its subsidiaries (including Dome Merger

Subsidiary), divisions, groups, affiliates, directors, officers,

managers, agents, and employees.

B. WMI means defendant Waste Management, Inc., a Delaware

corporation with its headquarters in Oak Brook, Illinois, and includes

its successors and assigns, and its subsidiaries, divisions, groups,

affiliates, directors, officers, managers, agents, and employees.

C. Relevant Disposal Assets means, unless otherwise noted, with

respect to each landfill or transfer station listed and described

herein, all tangible asses, including all fee and leasehold and renewal

rights in the listed landfill or transfer station; the garage and

related facilities; offices; landfill- or transfer station-related

assets including capital equipment, trucks and other vehicles, scales,

power supply equipment, interests, permits, and supplies; and all

intangible assets of the listed landfill or transfer station, including

landfill- or transfer station-related customer lists, contracts, and

accounts, or options to purchase any adjoining property.

Relevant Disposal Assets, as used herein, includes each of the

following properties:

1. Landfills and Airspace Disposal Rights

a. Akron/Canton, OH

WMI's Countywide R&D Landfill, located at 3619 Gracemont Street,

SW, East Sparta, OH 44626, and known as the Countywide Landfill;

b. Columbus, OH

USA Waste's Pine Grove Landfill, located at 5131 Drinkle Road, SW,

Amanda, OH 43102;

c. Denver, CO

USA Waste's Front Range Landfill, located at 1830 County Road 5,

Erie, CO 80516-8005; and at purchaser's option, a two-year waste supply

agreement that would require defendants to dispose of a minimum of 150

tons/day of waste at the Front Range Landfill, at disposal fees to be

negotiated between purchaser and defendants;

d. Detroit, MI

USA Waste' Carleton Farms Landfill, located at 28800 Clark Road,

New Boston, MI, subject to two conditions, viz., USA Waste's

obligations to (1) dispose of ash from the Greater Detroit Resource

Recovery Center's incinerator at a separate monofill cell on this site

pursuant to an existing contract, and (2) dispose of waste from the

Greater Detroit Resource Recovery Center's bypass transfer station at

this landfill, until defendants transfer such obligation to another

landfill, which they shall use their best efforts to accomplish

expeditiously;

e. Flint, MI

USA Waste's Brent Run Landfill, located at Vienna Road, Montrose

Township, Genesee County, MI;

f. Houston, TX

(1) USA Waste's Brazoria County Landfill, located at 10310 FM-523,

Angleton, TX 77515; and

(2) Airspace disposal rights at WMI's Security Landfill, located at

19248 Highway 105E, Cleveland, TX, or WMI's Atascocita Landfill,

located at 2020 Atascocita Road, Humble, TX, or both, pursuant to which

defendants will sell to one or more purchasers rights to dispose of at

least 3.0 million tons of waste, over a ten-year period, under the

following minimum terms and conditions:

(a) The purchaser (or all purchasers combined), or their

designee(s), may dispose of up to 360,000 tons of waste/year, or a

maximum of 1,200 tons of waste/day, at either, or both of, WMI's

Security or Atascocita landfills. If more than one person purchases the

airspace

[[Page 51131]]

disposal rights, the minimum annual and daily disposal rates for each

purchaser shall be specified in its purchase agreement, and the total

of all purchasers' maximum disposal amounts shall be no less than

360,000 tons/year and 1,200 tons/day;

(b) For each purchaser of airspace rights (or their designee),

defendants must commit to operate the Atascocita Landfill and Security

Landfill gates, scale houses, and disposal areas under terms and

conditions no less favorable than those provided to defendants' own

vehicles or to the vehicles of any municipality in the metropolitan

Houston area, except as to price and credit terms;

(c) At the end of the first five years of the agreement, the

purchaser or purchasers will have been considered to have used a

minimum of 1.4 million tons of airspace and can have no more than 1.6

million tons left to use under the purchase agreements. If there is

more than one purchaser of the airspace, the minimum amounts used

during the first five years shall be specified in their purchase

agreements, but the total amount shall be no more than 1.4 million

tons; and

(d) At the end of the first seven years of the agreement, the

purchaser (or purchasers) will have been considered to have used a

minimum of 2.0 million tons of airspace and can have no more than 1.0

million tons left to use under the purchase agreements. If there is

more than one purchaser of the airspace, the minimum amount used during

the first five years shall be specified in their purchase agreements,

but the total amount shall be no more than 2.0 million tons;

g. Los Angeles, CA

USA Waste's Chiquita Canyon Landfill, located at 29201 Henry Mayo

Drive, Valencia, CA 91355;

h. Louisville, KY

USA Waste's Valley View Landfill, located at 9120 Sulphur Road,

Sulphur, KY 40070;

i. Miami, FL

Airspace disposal rights at USA Waste's Okeechobee Landfill,

controlled by a subsidiary of USA Waste, and located at 10800 NE 128th

Avenue, Okeechobee, FL 34972, pursuant to which defendants will sell a

total of 4.3 million tons of airspace, over a 20-year time period, to

one or more purchasers, under the following minimum terms and

conditions:

(1) The right to dispose of a maximum of 1.8 million tons of South

Florida Waste, over a 20-year time period, as follows:

(a) The purchaser (or purchasers) must commit to dispose of no more

than 600 tons/day, of South Florida Waste;

(b) The total amount of airspace used in each year may not exceed

150,000 tons; and

(2) Three options for additional airspace at Okeechobee Landfill,

exercisable at the sole discretion of the purchaser of the airspace

disposal rights, as follows:

(a) First Options: The right to dispose of an additional 1.0

million tons of South Florida Waste at the Okeechobee Landfill, for the

remaining term of the agreement, as follows:

(i) The amount of airspace used each weekday must be at least 500

tons, but not more than 800 tons (including tonnage disposed of under

prior air space commitments); and

(ii) The amount of airspace used in the year the option is

exercised, and in each succeeding year over the term of the agreement,

may not exceed 225,000 tons (including tonnage disposed of under prior

air space commitments);

(b) Second Option: Exercisable at any time after the second

anniversary of the agreement, and after exercise of the first option,

the right to dispose of an additional 1.0 million tons of South Florida

Waste at the Okeechobee Landfill, for the remaining term of the

agreement, as follows:

(i) The amount of airspace used each weekday must be at least 600

tons, but not more than 1,000 tons/day (including tonnage disposed of

under prior air space commitments); and

(ii) The amount of airspace used in the year Option Two is

exercised and in each succeeding year of the life of the rights may not

exceed 300,000 tons (including tonnage disposed of under prior air

space commitments); and

(c) Third Option: Exercisable any time after the fifth anniversary

of the agreement, and after exercise of the second option, the right to

dispose of an additional 500,000 tons of South Florida Waste, for the

remaining term of the agreement, as follows:

(i) The amount of airspace used must be at least 600 tons/weekday,

but may not exceed 1,100 tons/weekday, (including tonnage disposed of

under prior air space commitments);

(ii) The amount of airspace used in the year the third option is

exercised, and in each succeeding year of the life of the rights may

not exceed 300,000 tons/year (including tonnage disposed of under prior

air space commitments); provided, that in any event,

(d) The Okeechobee Landfill Rights shall expire when the purchaser

has used the maximum tonnages available under the rights and exercised

options, or twenty years from the date of purchase of the rights,

whichever is sooner; and

(e) For each purchaser of airspace rights (or its designee),

defendants must commit to operate the Okeechobee Landfill, and its

gate, scale house, and disposal area under terms and conditions no less

favorable than those provided to defendant's own vehicles or to the

vehicles of any municipality in Florida, except as to price and credit

terms;

j. Milwaukee, WI

USA Waste's Kestrel Hawk Landfill, located at 1989 Oakes Road,

Racine, WI 53406; and WMI's Mallard Ridge Landfill, located at W. 8470

State Road 11, Delavan, WI 53115;

k. New York, NY/Philadephia, PA

WMI's Modern Landfill & Recycling, located at 4400 Mt. Piscah Road,

York, PA 17402, and know as the Modern Landfill;

l. Northeast Michigan

USA Waste's Whitefeather Landfill, located at 2401 Whitefeather

Road, Pinconning, MI; and Elk Run Sanitary Landfill, located at 20676

Five Mile Highway, Onaway, MI;

m. Pittsburgh, PA

WMI's Green Ridge Landfill, located at 717 East Huntingdon Landfill

Road, Scottdale, PA 15683, and variously known as the Green Ridge

Landfill, the Y&S Landfill, or the Greenridge Reclamation Landfill;

n. Portland, OR

USA Waste's North WASCO Landfill, located at 2550 Steele Road, The

Dalles, OR 97058; and

2. Transfer Stations, Disposal Rights and Throughput Agreements

a. Akron/Canton, OH

Throughput disposal rights of a maximum of 400 tons/day of waste,

for a ten-year time period, at WMI's Akron Central Transfer Station,

located at 389 Fountain Street, Akron, OH, under the following terms

and conditions:

(1) The purchaser (or its designee) can deliver waste to the Akron

Central Transfer Station for processing and, at the purchaser's option,

load the processed waste into the purchaser's (or its designee's)

vehicles for disposal;

(2) For each purchaser of such disposal rights (or its designee),

defendants must commit to operate the listed Akron Central Transfer

Station's gate, scale house, and disposal area

[[Page 51132]]

under terms and conditions no less favorable than those provided to

defendants' own vehicles or to the vehicles of any municipality in

Ohio, except as to price and credit terms;

b. Baltimore, MD

Disposal rights of at least 600 tons of waste/day, pursuant to

which defendants will sell to one or more purchasers rights to dispose,

for a five-year time period, under the following terms and conditions:

(1) The purchaser(s) or its designee(s) may dispose of waste at any

one or any combination of the following facilities, as specified in its

purchase agreement: Southwest Resource Recovery Facility (known as

Baltimore RESCO or BRESCO), located at 1801 Annapolis Road, Baltimore,

MD 21230; Baltimore County Resource Recovery Facility, located at 10320

York Road, Cockeysville, MD; Western Acceptance Facility, located at

3310 Transway Road, Baltimore, MD; or Annapolis Junction Transfer

Station, located at 8077 Brock Bridge Road, Jessup, MD 20794. If more

than one person purchases the disposal rights, the minimum daily

disposal rates, and the total of all purchasers' maximum disposal

amounts at all facilities specified shall be no less than 600 tons/day;

(2) For each purchaser of disposal rights (or its designee),

defendants must commit to operate the listed Baltimore, MD area

facilities' gates, scale houses, and disposal areas under terms and

conditions no less favorable than those provided to defendants' own

vehicles or to the vehicles of any municipality in Maryland, except as

to price and credit terms;

c. Cleveland, OH

At purchaser's option, either USA Waste's Newburgh Heights Transfer

Station, located at 3227 Harvard Road, Newburgh Heights, OH 44105 (and

known as the Harvard Road Transfer Station); or all of WMI's right,

title and interest in the Strongsville Transfer Station, located at

16099 Foltz Industrial Parkway, Strongsville, OH; provided, however,

that the City of Strongsville, owner of the transfer station, approves

such sale or assignment. Defendants will exercise their best efforts to

secure the assignment to the purchaser of all their rights, title and

their interests in the Strongsville Transfer Station, and in the event

the purchaser selects Strongsville, defendants will not reacquire any

right, title or interest in the Strongsville transfer station. If the

contract is not assigned, defendants will enter into a disposal rights

agreement with the purchaser (or purchasers), which will provide, in

effect, that the purchaser(s) will enjoy all disposal rights and

privileges now enjoyed by defendants at the Strongsville Transfer

Station, and that defendants will operate the facility's gate, scale

house, and disposal areas under terms and conditions no less favorable

than those provided to defendants' own vehicles or to the vehicles of

any municipality in Ohio, except as to price and credit terms;

d. Columbus, OH

WMI's Reynolds Road Transfer Station, located at 805 Reynolds

Avenue, Columbus, OH 43201;

e. Detroit, MI

WMI's Detroit Transfer Station, located at 12002 Mack Avenue,

Detroit, MI 48215;

f. Houston, TX

USA Waste's Hardy Road Transfer Station, located at 18784 East

Hardy, Houston, TX;

g. Louisville, KY

USA Waste's Poplar Level Road Transfer Station, located at 4446

Poplar Level Road, Louisville, KY:

h. Miami, FL

All USA Waste's right, title, and interest in the Reuters Transfer

Station Rights, as conveyed to Chambers Waste Systems of Florida, a

subsidiary of USA Waste, pursuant to the Final Judgment in United

States v. Reuter Recycling of Florida, Inc., 1996-1 Trade Cas. (CCH)

para. 71,353 (D.D.C. 1996), a copy of which is attached as Exhibit A;

i. New York, NY

(1) WMI's SPM Transfer Station, located at 912 East 132nd Street,

Bronx, NY 10452, and all rights and interest, legal or otherwise, that

WMI now enjoys, has had or made use of out of the SPM Transfer Station,

to deliver waste by truck to rail siding at the Oak Point Rail Yard in

the Bronx, NY, and at the Harlem River Yards facility, located at St.

Ann's and Lincoln Avenue at 132nd Street, Bronx, NY 10454;

(2) All right, title, and interest in USA Waste's pending

application to construct and operate a waste transfer station located

at 2 North 5th Street, Brooklyn, NY 11211, and known as the

Nekboh Transfer Station; and

(3) USA Waste's all City Transfer Station, located at 246-252

Plymouth Street, Brooklyn, NY 11202; and

(4) WMI's Brooklyn,Transfer Station, located at 485 Scott Avenue,

Brooklyn, NY 12222, but only in the event that USA Waste's Nekboh

Transfer Station has not been licensed or permitted to accept waste

within one year from the date of entry of the Final Judgment; and

j. Philadelphia, PA

USA Waste's Girard Point Transfer Station, located at 3600 South

25th Streets, Philadelphia, PA 19145; and USA Waste's Quick

Way Inc. Municipal Waste Transfer Station, located at SE Corner, Bath

and Orthodox Streets, Philadelphia, PA 19137, subject to the conditions

that (1) the existing City of Philadelphia waste contract is

transferred to a WMI transfer station, which defendants must use their

best efforts to accomplish, and (2) until such transfer is effected,

USA Waste will be granted through put capacity at the Quick Way

Transfer Station to handle this contract.

D. ``Relevant Hauling Assets,'' unless otherwise noted, means with

respect to each commercial waste collection route or other hauling

asset described herein, all tangible assets, including capital

equipment, trucks and other vehicles, containers, interest, permits,

supplies [except real property and improvements to real property (i.e.,

buildings)] and it includes all intangible assets, including hauling-

related customer lists, contract, and accounts.

Relevant hauling Assets, as used herein, includes the assets in the

following locations:

1. Akron, OH

USA Waste's and American Waste Corporation's front-end loader truck

(``FEL'') commercial routes that serve the City of Akron and Summit

County, Ohio;

2. Allentown, PA

WMI's FEL commercial routes that serve the cities of Allentown and

Northampton and Lehigh County, PA;

3. Cleveland, OH

WMI's FEL commercial routes that serve the City of Cleveland and

Cuyahoga County, Ohio (not including the northwestern quadrant);

4. Columbus, OH

WMI's FEL commercial routes that serve Franklin County, Ohio;

5. Denver, CO

USA Waste's FEL commercial routes that serve the City of Denver,

and Denver and Arapahoe County, CO;

6. Detroit, MI

WMI's FEL commercial routes that serve the City of Detroit and

Wayne County, MI;

[[Page 51133]]

7. Houston, TX

WMI's FEL commercial routes that serve the City of Houston, the

Dickinson area, and Harris County, TX;

8. Louisville, KY

USA Waste's FEL commercial routes that serve the City of Louisville

and Jefferson Country, KY;

9. Pittsburgh, PA

WMI's FEL commercial routes that serve Allegheny County and

Westmoreland County, PA, and the garage facility (real estate and

improvements) located at the Y&S Landfill;

10. Portland, OR

WMI's FEL commercial routes that serve the City of Portland, OR;

11. Tucson, AZ

USA Waste's FEL commercial routes that serve the City of Tucson and

Pima County, AZ; and

12. Gainesville, FL

WMI's FEL commercial routes that serve Alachua County, FL.

E. Hauling means the collection of waste from customers and the

shipment of the collected waste to disposal sites. Hauling, as used

herein, does not include collection of roll-off containers.

F. Waste means municipal solid waste.

G. Disposal means the business of disposing of waste into approved

disposal sites.

H. Relevant Area means the county in which the Relevant Hauling

Asset or Relevant Disposal Assets are located and any adjacent city or

county, except with respect to the Modern Landfill [see Section

II(C)(1)(k)], for which the Relevant Area means Philadelphia, PA, and

New York, NY.

I. Relevant State means the state in which the Relevant Disposal

Assets or Relevant Hauling Assets are located, provided however, that

stat is a party to this Final Judgment. With respect to the Modern

Landfill [see Section II(C)(1)(k)], the Relevant State means the

Commonwealth of Pennsylvania and the State of New York. With respect to

Section VII, the Relevant State means each state in which the disposal

or hauling assets to be acquired are located, provided that state is a

party to this Final Judgment.

J. South Florida Waste means waste collected, or delivered directly

from a transfer station located, in Broward, Dade or Monroe County, FL.

III. Applicability

A. The provisions of this Final Judgment apply to defendants, their

successors and assigns, subsidiaries, directors, officers, managers,

agents, and employees, and all other persons in active consent or

participation with any of them who shall have received actual notice of

this Final Judgment by personal service or otherwise.

B. Defendants shall require, as a condition of the sale or other

disposition of all or substantially all of its assets, or of a lesser

business unit that includes defendants' hauling or disposal businesses

in any Relevant Area, that the acquiring party or parties agree to be

bound by the provisions of this Final Judgment.

IV. Divestitures

A. With the exception of the Brooklyn Transfer Station (Section

II(C)(2)(i)(4)), defendants are hereby ordered and directed, in

accordance with the terms of this Final Judgment, within one hundred

and twenty (120) calendar days after the filing of the Complaint in

this matter, or five (5) days after notice of the entry of this Final

Judgment by the Court, whichever is later, to sell all Relevant

Disposal Assets and Relevant Hauling Assets as viable, ongoing

businesses to a purchaser or purchasers acceptable to the United

States, in its sole discretion, after consultation with the Relevant

State.

B. In the event that USA Waste's Nekboh Transfer Station has not

been licensed or permitted to accept waste within one year from the

date of entry of the Final Judgment, defendants are hereby ordered and

directed, in accordance with the terms of Sections II, IV, V and VI of

this Final Judgment, within one hundred and twenty (120) calendar days

after such anniversary date, to sell WMI's Brooklyn Transfer Station,

located at 485 Scott Avenue, Brooklyn, NY 12222, as a viable, ongoing

businesses to a purchaser or purchasers acceptable to the United

States, in its sole discretion, after consultation with the Relevant

State.

C. Defendants shall sue their best efforts to accomplish the

diversitures ordered by this Final Judgment as expenditously and timely

as possible. The United States, in its sole discretion, after

consultation with the Relevant State, may extend the time period for

any divestiture an additional period of time, not to exceed sixty (60)

calendar days.

D. In accomplishing the divestitures ordered by this Final

Judgment, defendants promptly shall make known by usual and customary

means, the availability of the Relevant Disposal Assets and the

Relevant Hauling Assets. Defendants shall inform any person making an

inquiry regarding a possible purchase that the sale is being made

pursuant to this Final Judgment and provide such person with a copy of

this Final Judgment. Defendants shall also offer to furnish to all bona

fide prospective purchasers, subject to customary confidentiality

assurances, all information regarding the Relevant Disposal Assets and

Relevant Hauling Assets customarily provided in a due diligence process

except such information subject to attorney-client privilege or

attorney work-product privilege. Defendants shall make available such

information to the plaintiffs at the same time that such information is

made available to any other person.

E. Defendants shall not interfere with any negotiations by any

purchaser to employ any USA Waste (or former WMI) employee who works

at, or whose primary responsibility concerns, any disposal or hauling

business that is part of the Relevant Disposal Assets or Relevant

Hauling Assets.

F. Defendants shall permit prospective purchasers of the Relevant

Disposal Assets or Relevant Hauling Assets to have access to personnel

and to any and all environmental, zoning, and other permit documents

and information, and to make inspection of the Relevant Disposal Assets

and Relevant Hauling Assets and of any and all financial, operational,

or other documents and information customarily provided as part of a

due diligence process.

G. With the exception of the facilities described in Sections

II(C)(2)(e), (h) and (i)(2), defendants shall warrant to each purchaser

of Relevant Disposal Assets or Relevant Hauling Assets that each asset

will be operational on the date of sale.

H. Defendants shall not take any action, direct or indirect, that

will impede in any way the operation of the Relevant Disposal Assets or

Relevant Hauling Assets.

I. Defendants shall warrant to each purchaser of Relevant Disposal

Assets or Relevant Hauling Assets that there are no material defects in

the environmental, zoning, or other permits pertaining to the operation

of each asset, and that defendants will not undertake, directly or

indirectly, following the divestiture of each asset, any challenges to

the environmental, zoning, or other permits or applications for permits

or licenses pertaining to the operation of the asset.

J. Unless the United States, after consultation with the Relevant

State, otherwise consents in writing, the divestitures pursuant to

Section IV, or by trustee appointed pursuant to Section V of this

Judgment, shall

[[Page 51134]]

include all Relevant Disposal Assets and Relevant Hauling Assets and be

accomplished by selling or otherwise conveying each asset to a

purchaser in such a way as to satisfy the United States, in its sole

discretion, after consultation with the Relevant State, that the

Relevant Disposal Assets or Relevant Hauling Assets can and will be

used by the purchaser as part of a viable, ongoing business or

businesses engaged in waste disposal or hauling. The divestitures,

whether pursuant to Section IV or Section V of this Final Judgment,

shall be made to a purchaser (or purchasers) for whom it is

demonstrated to the United States sole satisfaction, after consultation

with the Relevant State, that: (1) the purchaser(s) has the capability

and intent of competing effectively in the waste disposal or hauling

business in the Relevant Area; (2) the purchaser(s) has the managerial,

operational, and financial capability to compete effectively in the

waste disposal or hauling business in the Relevant Area; and (3) none

of the terms of any agreement between the purchaser and defendants

gives any defendant the ability unreasonably to raise the purchaser's

costs, lower the purchaser's efficiency, or otherwise interfere in the

ability of the purchaser to compete effectively in the Relevant Area.

K. A purchaser of any Relevant Disposal Assets or Relevant Hauling

Assets under this Final Judgment must demonstrate to the satisfaction

of the United States, after consultation with the Relevant State, that

the purchaser will comply with any and all applicable federal, state

and local environmental and licensing laws.

L. Defendants may enter into an agreement, after review and

approval of the United States, in its sole discretion, after

consultation with the Relevant State, with a purchaser or purchasers of

the Chiquita Canyon, Brazoria or Carleton Farms landfills (see Sections

II (C)(1)(g), (f) and (d) for disposal of commercially acceptable waste

collected or transferred from defendants' own route operations.

V. Appointment of Trustee

A. In the event that defendants have not sold the Relevant Disposal

Assets or Relevant Hauling Assets within the time specified in Section

IV of this Final Judgment, the Court shall appoint, on application of

the United States, a trustee selected by the United States, to effect

the divestiture of each Relevant Disposal Asset or Relevant Hauling

Asset not sold.

B. After the appointment of a trustee becomes effective, only the

trustee shall have the right to sell the Relevant Disposal Assets or

Relevant Hauling Assets described in Sections II (C) and (D) of this

Final Judgment. The trustee shall have the power and authority to

accomplish any and all divestitures at the best price than obtainable

upon a reasonable effort by the trustee, subject to the provisions of

Section IV, VI, and IX of this Judgment, and shall have such others

powers as the Court shall deem appropriate. Subject to Section V(C) of

this Judgment, the trustee shall have the power and authority to hire

at the cost and expense of defendants any investment bankers,

attorneys, or other agents reasonably necessary in the judgment of the

trustee to assist in the divestitures, and such professionals and

agents shall be accountable solely to the trustee. To assist in the

sale of the Brent Run Landfill, described in Section II(C)(1)(e) of

this Judgment, the trustee also shall have the power and authority to

commit defendants to supply waste from defendant's routes in the

Relevant Area to that landfill for up to a five-year time period at the

best disposal price than obtainable upon reasonable effort by the

trustee. The trustee shall have the power and authority to accomplish

the divestitures at the earliest possible time to a purchaser or

purchasers acceptable to the United States, in its sole discretion,

after consultation with the Relevant State, and shall have such other

powers as this Court shall deem appropriate. Defendants shall not

object to a sale by the trustee on any ground other than the trustee's

malfeasance. Any such objections by defendants must be conveyed in

writing to the United States and the Relevant State and trustee with

ten (10) calendar days after the trustee has provided the notice

required under Section VI of this Final Judgment.

C. The trustee shall serve at the cost and expense of defendants,

on such terms and conditions as the Court may prescribe, and shall

account for all monies derived from the sale of each Relevant Disposal

Asset or Relevant Hauling Asset sold by the trustee and all costs and

expenses so incurred. After approval by the Court of the trustee's

accounting, including fees for its services and those of any

professionals and agents retained by the trustee, all remaining money

shall be paid to defendants and the rust shall then be terminated. The

compensation of such trustee and of any professionals and agents

retained by the trustee shall be reasonable in light of the value of

the divested business and based on a fee arrangement providing the

trustee with an incentive based on the price and terms of the

divestiture and the speed with which it is accomplished.

D. Defendants shall use their best efforts to assist the trustee in

accomplishing the required divestitures, including best efforts to

effect all necessary regulatory approvals. The trustee and any

consultants, accountants, attorneys, and other persons retained by the

trustee shall have full and complete access to the personnel, books,

records, and facilities of the businesses to be divested, and

defendants shall develop financial or other information relevant to the

businesses to be divested customarily provided in a due diligence

process as the trustee may reasonably request, subject to customary

confidentiality assurances. Defendants shall permit bona fide

prospective purchasers of each Relevant Disposal Asset or Relevant

Hauling Asset to have reasonable access to personnel and to make such

inspection of physical facilities and any and all financial,

operational or other documents and other information as may be relevant

to the divestitures required by this Final Judgment.

E. After its appointment, the trustee shall file monthly reports

with the parties and the Court setting forth the trustee's efforts to

accomplish the divestitures ordered under this Final Judgment;

provided, however, that to the extent such reports contain information

that the trustee deems confidential, such reports shall not be filed in

the public docket of the court. Such reports shall include the name,

address and telephone number of each person who, during the preceding

month, made an offer to acquire, expressed an interest in acquiring,

entered into negotiations to acquire, or was contacted or made an

inquiry about acquiring, any interest in the business to be divested,

and shall describe in detail each contact with any such person during

that period. The trustee shall maintain full records of all efforts

made to sell the businesses to be divested.

F. If the trustee has not accomplished such divestitures within six

(6) months after its appointment, the trustee thereupon shall file

promptly with the Court a report setting forth (1) the trustee's

efforts to accomplish the required divestitures, (2) the reasons, in

the trustee's judgment, why the required divestitures have not been

accomplished, and (3) the trustee's recommendations; provided, however,

that to the extent such reports contain information that the trustee

deems confidential, such reports shall not be filed in the public

docket of the Court. The trustee shall at the same time

[[Page 51135]]

furnish such report to the parties, who shall each have the right to be

heard and to make additional recommendations consistent with the

purpose of the trust. The Court shall enter thereafter such orders as

it shall deem appropriate in order to carry out the purpose of the

trust which may, if necessary, include extending the trust and the term

of the trustee's appointment by a period requested by the United

States.

VI. Notice of Proposed Divestitures

Within two (2) business days following execution of a definitive

agreement, contingent upon compliance with the terms of this Final

Judgment, to effect, in whole or in part, any proposed divestiture

pursuant to Sections IV or V of this Final Judgment, defendants or the

trustee, whichever is then responsible for affecting the divestiture,

shall notify the United States and the Relevant State of the proposed

divestiture. If the trustee is responsible, it shall similarly notify

defendants. The notice shall set forth the details of the proposed

transaction and list the name, address, and telephone number of each

person not previously identified who offered to, or expressed an

interest in or a desire to, acquire any ownership interest in the

business to be divested that is the subject of the binding contract,

together with full details of same. Within fifteen (15) calendar days

of receipt by the United States and the Relevant State of such notice,

the United States, in its sole discretion, after consultation with the

Relevant State, may request from defendants, the proposed purchaser, or

any other third party additional information concerning the proposed

divestiture and the proposed purchaser. Defendants and the trustee

shall furnish any additional information requested from them within

fifteen (15) calendar days of the receipt of the request, unless the

parties shall otherwise agree. Within thirty (30) calendar days after

receipt of the notice [or within twenty (20) calendar days after the

United States and the Relevant State have been provided the additional

information requested from defendants, the proposed purchaser, and any

third party, whichever is later], the United States, after consultation

with the Relevant State, shall provide written notice to defendant and

the trustee, if there is one, stating whether or not it objects to the

proposed divestiture. If the United States provides written notice to

defendants (and the trustee, if applicable) that it does not object,

then the divestiture may be consummated, subject only to defendants'

limited right to object to the sale under Section V(B) of this Final

Judgment. Upon objection by the United States, a divestiture proposed

under Section IV or Section V of this Final Judgment shall not be

consummated. Upon objection by defendants under the provision in

Section V(B), a divestiture proposed under Section V shall not be

consummated unless approved by the Court.

VII. Notice of Future Acquisitions

A. Defendants shall provide each Relevant State with 30 days'

written notice (which period may be shortened by permission of the

Relevant State) before acquiring, directly or indirectly, any interest

in any business, assets (other than in the ordinary course of

business), capital stock, or voting securities of any person that, at

any time during the twelve (12) months immediately preceding such

acquisition, was engaged in waste disposal or small containerized solid

waste hauling in any area listed in Section VII(B), where that person's

annual revenues from waste disposal or small containerized solid waste

hauling in the area were in excess of $500,000 annually, or its total

revenues were in excess of $,000,000 annually.

B. The notice provisions set forth in Section VII (A) above apply

whenever defendants seek to acquire any interest in any business,

assets (other than in the ordinary course of business), capital stock,

or voting securities of any person that was engaged in waste disposal

or small containerized solid waste hauling in any of the following

areas:

------------------------------------------------------------------------

Area of which defendants must provide

Relevant state relevant state notice of future

acquisitions

------------------------------------------------------------------------

Arizona...................... Pima Co. (hauling and disposal).

California................... Los Angeles and Riverside (hauling and

disposal); Ventura and Orange Co.

(disposal only).

Colorado..................... Boulder and Denver Co. (hauling and

disposal).

Florida...................... Brevard, Alachua, Marion, Orange,

Osceola, Seminole, Lee, Charlotte,

Sarsota, Putnam, Volusia and Flagler Co.

(hauling and disposal).

Kentucky..................... Jefferson and Oldham Co. (hauling and

disposal).

Maryland..................... Baltimore City, Baltimore, Anne Arundel,

Hartford, Carroll, Howard, Montgomery,

and Prince George's Co. (hauling and

disposal).

Michigan..................... Wayne, Macomb, and Oakland Co. (hauling

and disposal); Genessee, Shiiawassee,

Saginaw, Bay, Midland, Wexford, Manistee

and Montmorency Co. (disposal only).

New York..................... New York, Bronx, Kings, Queens, and

Richmond Co. (disposal only).

Ohio......................... Ashtabula, Cuyahoga, Delaware, Fairfield,

Franklin, Geauga, Lake Licking, Lorain,

Lucas, Mahoning, Medina, Pickaway,

Portage, Stark, Summit, Trumbull, and

Wood Co. (hauling and disposal);

Carroll, Columbiana, Coshocton, Holmes,

Knox, Madison, Tuscarawas, Union and

Wayne Co. (disposal only).

Pennsylvania................. Allegheny, Westmoreland, Washington,

Beaver, Butler, Lehigh, Northampton,

Dauphin, Cumberland, and Perry Co.

(hauling and disposal); Philadelphia,

Bucks, Montgomery, and Delaware Co.

(disposal only).

Texas........................ Brazoria, Chambers, Ft. Bend, Galveston,

Harris, Liberty, Montgomery, Walker and

Waller Co. (hauling and disposal).

Washington................... Cowlitz and Clark Co. (hauling and

disposal).

Wisconsin.................... Milwaukee, Waukesha, Racine, Washington,

Kenosha, Ozaukee, Walworth, Jefferson

and Dane Co. (disposal only).

------------------------------------------------------------------------

C. For purposes of this Section VII, the term ``small containerized

solid waste hauling'' means the provision of solid waste hauling

service to commercial customers by providing the customer with a one to

ten cubic yard container, which is picked up mechanically using a

frontload, rearload or sideload truck, and excludes hand pick-up

service, and service using a compactor attached to or part of a

container.

[[Page 51136]]

VIII. Defendants' Additional Obligations

Defendants are hereby ordered and directed to, in accordance with

the terms of this Final Judgment:

A. Offer to extend, for an additional ten-year time period, the

Solid Waste Service Agreement, dated August 8, 1996, by and between the

Northeast Maryland Waste Disposal Authority and USA Waste's subsidiary,

Garnet of Maryland, Inc. (attached hereto as Exhibit B), for the

disposal of Anne Arundel County, MD and Howard County, MD waste at the

Annapolis Junction Transfer Station;

B. Use their best efforts, prior to its divestiture, to obtain any

and all licenses and permits to open and operate USA Waste's Nekboh

Transfer Station, described in Section II(C)(2)(i)(2); and for a five-

year period following such divestiture, to cooperate and assist the

purchaser in obtaining any and all licenses or permits required to

operate Nekboh Transfer Station and to refrain from opposing any

application by the purchaser to obtain a license or permit to expand

the Nekboh Transfer Station;

C. For a one-year period following entry of this Final Judgment,

refrain from opposing any application by any person for permit or

license to operate any waste transfer station in any borough of the

City of New York, NY;

D. For a five-year period following entry of this Final Judgment,

refrain from opposing any application by any person to obtain a license

or permit to expand the remaining capacity or the average daily

capacity of the Emerald Park Landfill, Glacier Ridge Landfill, or

Valley Meadows Landfill, in the Greater Milwaukee, WI area;

E. Refrain from reacquiring any interest in any Relevant Disposal

Assets or Relevant Hauling Assets divested pursuant to the terms of

this Final Judgment, without prior written notice to, and written

consent of, the Untied States and the Relevant State;

F. Refrain from conditioning the sale of any landfill pursuant to

this Final Judgment on any understanding, agreement or commitment,

written or understood, that the purchaser (or purchasers) will agree to

sell airspace or otherwise permit defendants to dispose of waste in

that landfill; provided, however, that USA Waste's Carleton Farms

Landfill may be divested subject to USA Waste's obligation to dispose

of ash from the Greater Detroit Resource Recovery Center's incinerator

at a separate monofill cell on the Carleton Farms Landfill site;

G. Refrain from taking any action to enforce any agreement or

understanding that would prohibit any person from competing in Alachua

or Marion County, FL: provided, however, that this provision shall not

apply to a current or former employee of defendants (other than any

employee who may be responsible in any way for route operations subject

to divestiture under Sections II(D)(12), IV and V of this Judgment);

and

H. Provide access to the gate, scale house and disposal area of the

WMI Tucson transfer station, located at 5200 West Ina, Tucson, AZ,

under terms and conditions no less favorable than those provided to

defendants' own vehicles or to the vehicles of any county or

municipality in Arizona.

IX. Affidavits

A. Within twenty (20) calendar days of the filing of the Final

Judgment in this matter and every thirty (30) calendar days thereafter

until the divestiture has been completed whether pursuant to Section IV

or Section V of this Final Judgment, defendants shall deliver to

plaintiffs an affidavit as to the fact and manner of compliance with

Sections IV or V of this Final Judgment. Each such affidavit shall

include, inter alia, the name, address, and telephone number of each

person who, at any time after the period covered by the last such

report, made an offer to acquire, expressed an interest in acquiring,

entered into negotiations to acquire, or was contacted or made an

inquiry about acquiring, any interest in the businesses to be divested,

and shall described in detail each contact with any such person during

that period. Each such affidavit shall also include a description of

the efforts that defendants have taken to solicit a buyer for any and

all Relevant Disposal Assets and Relevant Hauling Assets and to provide

required information to prospective purchasers, including the

limitations, if any, on such information. Assuming the information set

forth in the affidavit is true and complete, any objection by the

United States, after consultation with the Relevant State, to

information provided by defendants, including limitations on

informations shall be made within fourteen (14) days of receipt of such

affidavit.

B. Within twenty (20) calendar days of the filing of the Complaint

in this matter, defendants shall deliver to plaintiffs an affidavit

which describes in detail all actions defendants have taken and all

steps defendants have implemented on an on-going basis to preserve the

Relevant Disposal Assets and Relevant Hauling Assets pursuant to

Section X of this Final Judgment and the Hold Separate Stipulation and

Order entered by the Court. The affidavit also shall describe, but not

be limited to, defendants' efforts to maintain and operate each

Relevant Disposal Asset and Relevant Hauling Asset as a viable active

competitor; to maintain separate management, staffing, sales, marketing

and pricing of each asset; and to maintain each asset in operable

condition at current capacity configurations. Defendants shall deliver

to plaintiffs an affidavit describing any changes to the efforts and

actions outlined in defendants' earlier affidavit(s) filed pursuant to

this Section within fifteen (15) calendar days after any such change

has been implemented.

C. For a one-year period following the completion of each

divestiture, defendants shall preserve all records of any and all

efforts made to preserve the Relevant Disposal Assets and Relevant

Hauling Assets that were divested and to effect the ordered

divestitures.

X. Hold Separate Order

Until the divestitures required by the Final Judgment have been

accomplished, defendants shall take all steps necessary to comply with

the Hold Separate Stipulation and Order entered by this Court.

Defendants shall take no action that would jeopardize the sale of any

Relevant Disposal Asset or Relevant Hauling Asset.

XI. Financing

Defendants are ordered and directed not to finance all or any part

of any acquisition by any person made pursuant to Sections IV or V of

this Final Judgment.

XII. Compliance Inspection

For purposes of determining or securing compliance with the Final

Judgment and subject to any legally recognized privilege, from time to

time:

A. Duly authorized representatives of the United States Department

of Justice, upon written request of the Attorney General or of the

Assistant Attorney General in charge of the Antitrust Division, or upon

written request of duly authorized representatives of the Attorney

General's Office of any other plaintiff, and on reasonable notice to

defendants made to their principal offices, shall be permitted:

1. Access during office hours of defendants to inspect and copy all

books, ledgers, accounts, correspondence, memoranda, and other records

and documents in the possession or under the control of defendants, who

may have counsel present, relating to the matters contained in this

Final Judgment and

[[Page 51137]]

the Hold Separate Stipulation and Order; and

2. Subject to the reasonable convenience of defendants and without

restraint or interference from them, to interview, either informally or

on the record, their officers, employees, and agents, who may have

counsel present, regarding any such matters.

B. Upon the written request of the Attorney General or of the

Assistant Attorney General in charge of the Antitrust Division, or upon

the written request of the Attorney General's Office or any other

plaintiff, defendants shall submit such written reports, under oath if

requested, with respect to any matter contained in the Final Judgment

and the Hold Separate Stipulation and Order.

C. No information or documents obtained by the means provided in

Sections VII or X of this Final Judgment shall be divulged by a

representative of the plaintiffs to any person other than a duly

authorized representative of the Executive Branch of the United States,

or the Attorney General's Office of any other plaintiff, except in the

course of legal proceedings to which the United States or any other

plaintiff is a party (including grand jury proceedings), or for the

purpose of securing compliance with this Final Judgment, or as

otherwise required by law.

D. If at the time information or documents are furnished by

defendants to plaintiffs, defendants represent and identify in writing

the material in any such information or documents to which a claim of

protection may be asserted under Rule 26(c)(7) of the Federal Rules of

Civil Procedure, and defendants mark each pertinent page of such

material, ``Subject to claim of protection under Rule 26(c)(7) of the

Federal Rules of Civil Procedure,'' then ten (10) calendar days notice

shall be given by plaintiffs to defendants prior to divulging such

material in any legal proceeding (other than a grand jury proceeding)

to which defendants are not a party.

XIII. Retention of Jurisdiction

Jurisdiction is retained by this Court for the purpose of enabling

any of the parties to this Final Judgment to apply to this Court at any

time for such further orders and directions as may be necessary or

appropriate for the construction or carrying out of this Final

Judgment, for the modification of any of the provisions hereof, for the

enforcement of compliance herewith, and for the punishment of any

violations hereof.

XIV. Termination

Unless this Court grants an extension, this Final Judgment will

expire upon the tenth anniversary of the date of its entry.

XV. Public Interest

Entry of this Final Judgment is in the public interest.

Dated ____________________ 1998.

----------------------------------------------------------------------

United States District Judge

Exhibit A--Final Judgment, US v. Reuter Recycling of Florida, Inc.

In the United States District Court for the District of Columbia

United States of America and State of Florida, by and through

its Attorney General, Plaintiffs, v. Reuter Recycling of Florida,

Inc., and Waste Management Inc. of Florida, Defendants Civil Action

No.: 951982. Filed: June 25, 1999. Entered: January 22, 1996.

Final Judgment

Whereas, Plaintiffs, United States of America (hereinafter

``United States'') and the State of Florida (hereinafter

``Florida''), having filed their Complaint in this action on October

20, 1995, and Plaintiffs and Defendants, by their respective

attorneys, having consented to the entry of this Final Judgment

without trial or adjudication of any issue of fact or law; and

without this Final Judgment constituting any evidence or admission

by any party with respect to any issue of fact or law;

And Whereas, Defendants have agreed to be bound by the

provisions of this Final Judgment pending its approval by the Court;

And Whereas, the Plaintiffs intend Defendants to be required to

preserve competition for solid waste disposal by honoring certain

contracts, as amended, and by giving to a competitor an option to

purchase real property capable of being used as a municipal solid

waste transfer station to preserve competition in solid waste

disposal in Dade and Broward Counties, Florida, now and in the

future, and, by permitting a competitor to preserve its ability to

compete for and to have access to capacity for sufficient volumes of

municipal solid waste to remain a viable solid waste disposal

competitor while its seeks another transfer station site;

And Whereas, Defendants have represented that the contract

changes and the option agreement to purchase real estate described

below can and will be made and honored and that Defendants will

later raise no claims of hardship or difficulty as grounds for

asking the Court to modify any of the provisions contained below.

Now, therefore, before any testimony is taken, and without trail

or adjudication of any issue of fact or law, and upon consent of the

parties, it is hereby

Ordered, Adjudged and Decreed as follows:

I. Jurisdiction

This Court has jurisdiction of the subject matter of this action

and over each of the parties hereto. The Complaint states a claim upon

which relief may be granted against Defendants under Section 7 of the

Clayton Act, as amended, 15 U.S.C. 18.

II. Definitions

As used in this Final Judgment:

(A) ``Broward'' means Broward County, Florida.

(B) ``Chambers'' means Chamber Waste Systems of Florida, Inc., a

subsidiary of USA Waste Services, Inc. Chambers is a corporation

organized and existing under the laws of the State of Florida with

its principle offices in Okeechobee, Florida.

(C) ``Dade'' means Dade County, Florida.

(D) ``Defendants'' means Reuter and WMF, as hereinafter defined.

(E) ``Reuter'' means defendant Reuter Recycling of Florida,

Inc., Reuter is a corporation organized and existing under the laws

of the State of Florida with its principal offices in Pembroke

Pines, Florida.

(F) ``Solid waste disposal service'' means the final disposal of

municipal solid waste, generally in a landfill or incineration

facility.

(G) ``Transfer Station Agreement'' means the agreement between

Reuter and Chambers dated as of July 14, 1993 pursuant to which

Reuter, among other things, accepts for transfer certain solid waste

material delivered by Chambers or Chambers' subcontractors. A copy

of the Transfer Station Agreement is attached as Exhibit A.

(H) ``Amendment to Transfer Station Agreement'' means the

Agreement between Reuter and Chambers dated October 20, 1995

modifying the Transfer Station Agreement. A copy of the Amendment to

Transfer Station Agreement is attached as Exhibit B.

(I) ``Option Agreement'' means the Agreement between Reuter and

Chambers dated October 20, 1995. A copy of the Option Agreement is

attached as Exhibit C.

(J) ``WMF'' means defendant Waste Management Inc. of Florida, a

subsidiary of Waste Management, Inc. WMF is a corporation organized

and existing under the laws of the State of Florida with its

principal offices in Pompano Beach, Florida.

(K) ``Acquisition'' means the acquisition of the majority of the

outstanding stock of Reuter by WMF.

(L) ``Reuter Transfer Station'' means the facility owned by

Reuter and located at 2079 Pembroke Road, Pembroke Pines, FL which

currently, among other things, accepts for transfer certain solid

waste material delivered by Chambers or Chambers' subcontractors and

also accepts waste from the cities of Pompano Beach, Pembroke Pines,

Dania, and Hallandale, FL.

III. Applicability

This Final Judgment applies to Defendants and to their officers,

directors, managers, agents, employees, successors, assigns,

affiliates, parents and subsidiaries, and to all other persons in

active concert or participation with any of them who shall have

received actual notice of this Final Judgment by personal service or

otherwise. Nothing contained in this Final Judgment is or has been

created for the benefit of any third party, and nothing herein shall

be

[[Page 51138]]

construed to provide any rights to any third party.

IV. Entry Into and Compliance With Agreements

On or before the date the Acquisition is consummated, Reuter

shall enter into the Amendment to Transfer Station Agreement and the

Option Agreement. Defendants shall be bound by the terms of the

Transfer Station Agreement, as modified by the Amendment to Transfer

Station Agreement, and the Option Agreement. Defendants shall not

convey to any person other than Chambers, the property subject to

the Option Agreement, prior to the later of July 14, 1998 or any

extension of that Option Agreement, except as provided in the Option

Agreement. Defendants shall not exercise their right to replace

Chambers as the Facility operator under Paragraph 3f of the

Amendment to Transfer Station Agreement without the prior approval

of the United States, in consultation with Florida.

V. Termination of the Agreements

In the event Chambers has secured the right to use and is using

another transfer station capable of serving Broward or Dade Counties

prior to July 14, 1998, Defendants may notify Plaintiffs of that

fact and Defendants may request in writing that they be relieved of

the obligation to extend the term of the Transfer Station Agreement

as set forth in Paragraph 2 of the Amendment to Transfer Station

Agreement, and of the obligation to convey property under the Option

Agreement. The United States may grant one or both of Defendants;

requests if it determines, in its sole discretion after consultation

with Florida, that Chambers can effectively compete in the relevant

markets without access to the Reuter Transfer Station or without

access to the property subject to the Option Agreement.

VI. Interim Preservation of Viable Competition

(A) Defendants shall not enter into any contract or contracts,

with any firm listed on Exhibit D, having a term in excess of one

(1) hear, or having multiple consecutive one (1) year terms, for the

disposal of solid waste, where any such waste would be transported

through the Reuter Transfer Station for disposal elsewhere, Exhibit

D is a list of the customers of Chambers for whom Chambers uses the

Reuter Transfer Station to enable it to dispose of solid waste as of

the date this Final Judgment is filed (``Chambers Customers'').

(B) Defendants' obligations under Paragraph VI.A. shall

terminate upon the United States providing Defendants with written

notice, following application by Defendants, that the United States,

in its sole discretion after consultation with Florida, has

determined that Chambers can compete effectively in the relevant

market if Defendants are permitted to contract with Chambers'

Customers as proscribed in Paragraph VI.A. In any event, Paragraph

VI.A. shall terminate on the date the Transfer Station Agreement, as

amended by the Amendment to the Transfer Station Agreement,

terminates.

(C) Nothing herein shall preclude Defendants from contracting

with any of the Chambers' Customers for a period of one (1) year or

less; or, for a period in excess of one (1) year where that

customer's solid waste is not transported by Defendants, directly or

indirectly, through the Reuter Transfer Station.

VII. Defendants' Obligations of Noninterference and Assistance

In the event that Chambers seeks to permit a new transfer

station or seeks access to a new or existing transfer station other

than the Reuter Transfer Station, Defendants shall take no action to

protest, lobby against, object to, or otherwise impede, directly or

indirectly, any attempts by Chambers to lease, purchase, site,

obtain appropriate zoning for, obtain permits and any and all other

governmental approvals for a solid waste transfer station capable of

serving Broward or Dade, nor shall Defendants provide financing or

other assistance to any person who does so. Furthermore, from the

effective date of the Option Agreement through the termination date

of that Agreement, including any extensions thereof, Defendants will

cooperate with Chambers' efforts to obtain any necessary government

approvals on the property subject to the Option Agreement.

Notwithstanding the provisions of this Final Judgment,

Defendants may bid on and enter into contracts with municipal or

governmental entities for the provision or use of transfer station

facilities in Dade and Broward.

VIII. Acquisition of the Option Property

If the option the purchase under the Option Agreement is

exercised, Defendants shall not, without prior written consent of

the United States, after consultation with Florida, re-acquire any

of the property conveyed pursuant to the Option Agreement.

IX. Reporting and Plaintiffs' Access

(A) To determine or secure compliance with this Final Judgment,

duly authorized representatives of the Plaintiffs shall, upon

written request of the Assistant Attorney General in charge of the

Antitrust Division or the Florida Attorney General or his duly

authorized representative, respectively, on reasonable notice given

to Defendants at their principal offices, subject to any lawful

privilege, be permitted:

(1) Access during normal office hours to inspect and copy all

books, ledgers, accounts, correspondence, memoranda and other

documents and records in the possession, custody, or control of

Defendants, which may have counsel present, relating to any matters

contained in this Final Judgment.

(2) Subject to the reasonable convenience of Defendants and

without restraint or interference from them, to interview officers,

employees, or agents of Defendants, who may have counsel present,

regarding any matters contained in this Final Judgment.

(B) Upon written request of the Assistant Attorney General in

charge of the Antitrust Division or the Florida Attorney General or

his duly authorized representative, on reasonable notice given to

Defendants at their principal officers, subject to any lawful

privilege, Defendants shall submit such written reports, under oath

if requested, with respect to any matters contained in this Final

Judgment.

(C) No information or documents obtained by the means provided

by this Section shall be divulged by the Plaintiffs to any person

other than a duly authorized representative of the Executive Branch

of the United States government or of the State of Florida, except

in the course of legal proceedings to which the United States is a

party, or for the purpose of securing compliance with this Final

Judgment, or as otherwise required by law.

(D) If at the time information or documents are furnished by

Defendants to Plaintiffs, Defendants represent and identify in

writing the material in any such information or document to which a

claim of protection may be asserted under Rule 26(c)(7) of the

Federal Rules of Civil Procedure, and Defendants mark each pertinent

page of such material ``Subject to claim of protection under Rules

26(c)(7) of the Federal Rules of Civil Procedure,'' then ten days

notice shall be given by Plaintiffs to Defendants prior to divulging

such material in any legal proceeding (other than a grand jury

proceeding) to which Defendants are not party.

X. Further Elements of Judgment

(A) This Final Judgment shall expire on the tenth anniversary of

the date of its entry.

(B) jurisdiction is retained by this Court over this action and

the parties thereto for the purpose of enabling any of the parties

thereto to apply for the purpose of enabling any of the parties

thereto to apply to this Court at any time for further order and

directions as may be necessary or appropriate to carry out or

construe this Final Judgment, to modify or terminate any of its

provisions, to enforce compliance, and to punish violations of its

provisions.

XI. Public Interest

Entry of this Final Judgment is in the public interest.

Plaintiff's motion (unopposed) for entry of Judgment as granted.

Entered: January 22, 1996

Court approval subject to procedures of Antitrust Procedures and

Penalties Act, 15 U.S.C. 16.

Royce C. Lamberth,

United States District Judge.

Exhibit B--Service Agreement, Northeast Maryland Waste Disposal

Authority and Garnet of Maryland, Inc.

Service Agreement by and Between Northeast Maryland Waste Disposal

Authority and Garnet of Maryland, Inc. To Provide Solid Waste

Acceptance, Processing, Transportation and Disposal Services for Anne

Arundel and Howard Counties, Maryland

Dated as of August 8, 1996.

Table of Contents

Recitals

Article I--Definitions and Rules of Interpretation

[[Page 51139]]

Section 1.1 Definitions

Section 1.2 Rules of Interpretation

Article II--Obligations Relating To Acceptance of Waste; Operating

Procedures; Performance of Authority's Obligations

Section 2.1 Acceptance, Processing, Transportation and Disposal

of Acceptable Waste

Section 2.2 Refusal of Deliveries

Section 2.3 Receiving Hours and Waiting Time

Section 2.4 Scales and Weighing Records

Section 2.5 Hazardous Waste

Section 2.6 Manner of Deliveries; Vehicle Size; Rule &

Regulations

Section 2.7 Contract for Project Management; Performance

Security

Section 2.8 Repairs and Maintenance

Section 2.9 Authority and County Access

Section 2.10 Clean-Up and Disposal

Section 2.11 Regulatory Requirements

Article III--Service Fee; Damages; Payments

Section 3.1 Service Fee, Damages, Payments

Section 3.2 Monthly Payments

Section 3.3 Late Payment

Section 3.4 Disputes as to Service Fee or Other Charges

Section 3.5 Books and Records, Audit and Reports

Section 3.6 Accounting

Article IV--Processing Capacity Reductions and Uncontrollable

Circumstances

Section 4.1 Effect of Uncontrollable Circumstances

Section 4.2 Changes Necessitated by Uncontrollable

Circumstances

Article V--Insurance and Indemnification

Section 5.1 Types of Insurance for the Company

Section 5.2 Delivery of Evidence of Insurance; Certain Required

Provisions

Section 5.3 Indemnification

Article VI--Default and Termination

Section 6.1 Remedies for Default

Section 6.2 Events of Default by the Company

Section 6.3 Events of Default by the Authority

Section 6.4 Termination on Default

Section 6.5 Termination for Certain Uncontrollable

Circumstances

Section 6.6 Termination for Convenience

Section 6.7 Default Termination Damages Payable to the

Authority

Section 6.8 Survival of Certain Rights and Obligations

Article VII--Term; Renewal

Section 7.1 Term

Section 7.2 Renewal

Article VII--Representations and Warranties

Section 8.1 Representations and Warranties of the Authority

Section 8.2 Representations and Warranties of the Company

Article IX--Miscellaneous

Section 9.1 Authority Representative, County Representative and

Company Representative

Section 9.2 Assignment

Section 9.3 Notices

Section 9.4 Entire and Complete Agreement

Section 9.5 Binding Effect

Section 9.6 Further Assurances and Amendments

Section 9.7 Governing Law

Section 9.8 Counterparts

Section 9.9 Amendment or Waiver

Section 9.10 Relationship of the Parties

Section 9.11 Confidential Information

Section 9.12 Severability

Section 9.13 Damages

Section 9.14 Effect of Authority and County Approvals

Section 9.15 Dispute Resolution

Section 9.16 Limitation of Liability and Defenses

Section 9.17 Counties as Third Party Beneficiaries

Section 9.18 Nondiscrimination

Section 9.19 Minority Business Enterprise Requirements

Section 9.20 Public Ethics

Section 9.21 Impossibility of Performance

Schedules

Schedule 1 Description of the Service

Schedule 2 Definitions

Schedule 3 Service Fees

Schedule 4 Reporting Requirements

Exhibit A to Schedule 4:

Monthly Performance Report Forms

Schedule 5 Form of Performance Bonds

Performance Bond

Schedule 6 Required Insurance

Schedule 7 Minority Business Participation Policy

Schedule 8 Guaranty

Schedule 9 Termination Procedures and Costs

This Service Agreement is made as of August 8, 1996 between the

Northeast Maryland Waste Disposal Authority (``Authority'') and

Garnet of Maryland (``Company'').

Recitals

A. The Authority is an instrumentality of the State of Maryland

created to assist with the preservation, improvement and management

of the quality of air, land and water resources and to promote the

health and welfare of the citizens of the State by providing

dependable, effective and efficient disposal of solid Wastes,

including the recovery of usable resources from such Waste. Howard

County and Anne Arundel County, Maryland (collectively,

``Counties'') have requested that the Authority provide for the

Acceptance, Processing, Transfer and Disposal of certain amounts of

non-recycled solid waste (the ``Services'') collected by, or on

behalf of, the Counties.

B. The Authority and the Counties will enter into a Waste

Disposal Agreement under which the Authority will be obligated to

provide these Services.

The Authority intends to fulfill its obligations to the Counties

to provide the Services by entering into and managing this

Agreement.

C. The Authority, in cooperation with the Counties, has selected

the Company through a competitive process. The Company has

demonstrated that it is qualified to accept process, transport and

dispose of solid Waste.

D. The Company shall provide the Acceptance Facility, Disposal

Facility and other Facilities so as to receive and process all of

the solid Waste delivered to the Company by the Counties or the

Designated Haulers.

E. The Counties will be third party beneficiaries of the

Company's obligations under this Agreement.

Now, therefore, in consideration of the mutual promises and

covenants of each to the other contained herein and other good and

valuable consideration, receipt of which is hereby acknowledged, the

parties of this Service Agreement agree as follows:

Article I--Definitions and Rules of Interpretation

Section 1.1 Definitions

Capitalized terms used in this Agreement have the meanings set

forth in Schedule 2.

Section 1.2 Rules of Interpretation

For all purposes of this Agreement, except as otherwise

expressly provided or unless the context otherwise requires:

(a) All reference in this instrument to designated ``Articles,''

Sections'' and other subdivisions are to the designated Articles,

Sections and other subdivisions of this instrument as originally

executed.

(b) The terms defined in this Article have the meanings assigned

to them in this Article and include the plural as well as the

singular.

(c) Words,of the masculine gender shall be deemed and construed

to include correlative words of the femine and neuter genders.

(d) The table of contents and the headings or captions used in

this Agreement are for convenience of reference only and do not

define, limit or describe any of the provisions hereof or the scope

or intent hereof.

(e) References to agreements or contracts include all

amendments, modifications and supplements thereto.

Article II--Obligations Relating to Acceptance of Waste; Operating

Procedures; Performance of Authority's Obligations

Section 2.1 Acceptance, Processing, Transportation and Disposal of

Waste

(a) The Company has sole responsibility for the provision and

operation of all facilities, personnel, vehicles and sites necessary

to provide the Service as described in Schedule 1. The Company shall

communicate on a routine basis to ensure the day-to-day coordination

of activities between the Company, the Counties and the Authority.

Upon request of the Authority Representative or any of the County

Representatives, the Company shall meet with the Authority and/or

one or both of the Counties.

Beginning on the Commencement Date and continuing throughout the

term of this Agreement the Company shall accept, process, transfer

and dispose in accordance with this Agreement and Applicable Law all

Acceptable Waste delivered by or on behalf of the Counties.

(b) Acceptable Waste will be delivered in vehicles owned or

operated by employees of or under contract to, the Counties or a

Designated Hauler. The Counties or a Designated Hauler may deliver

Acceptable Waste in any form they deem appropriate. The Authority

shall provide the Company with the following information about each

vehicle delivering Acceptable Waste to the Company for its credit;

hauler name and address, make, body type; tag or permit

[[Page 51140]]

number of each vehicle used; area of collection; and whether the

vehicle is owned by the Counties or by a Designated Hauler.

(c) The Authority understands that the Company may accept Waste

from other customers at the Facilities, but it may not accept Waste

from other customers during the interim period at Anne Arundel

County's Millersville Landfill.

Section 2.2 Refusal of Deliveries

(a) Extent of Refusal Rights

The Company may reject deliveries of Acceptable Waste delivered

at hours established under Section 2.3. Acceptable Waste rejected by

the Company for any reason other than as permitted pursuant to this

Section 2.2 (a) or (b) or any other provision of this Agreement

constitute Wrongfully Diverted Acceptable Waste. The amount of

Wrongfully Diverted Acceptable Waste is used to calculate Alternate

Disposal Damages under Section 3.2.

The parties agree that Company shall be the only party entitled

to establish the classification of Waste delivered to a Facility,

subject to the Authority's ability to object to such classification

as set forth in Section 3.4.

(b) Inspection of Delivered Waste

The Company shall develop and maintain any and all reasonable

appropriate screening programs at the Acceptable Facility. Any such

screening programs shall include any reasonable programs and

practices required by the Counties or the Authority. The Counties

and the Authority shall cooperate with the Company with regard to

the screening programs. Neither the inclusion of programs or

practices in the Waste screening programs by the Authority or the

Counties nor the review or comment by the Authority or the Counties

upon any Company proposal with regard to the Waste screening

programs relieves the Company of any of its obligations hereunder or

imposes any liability upon the Authority or the Counties.

The Company may inspect the contents of all vehicles delivering

Waste under this Agreement to the Acceptance Facility. The Counties

will monitor their own collection operations to reduce the

collection of Unacceptable Waste. The Company will institute

appropriate procedures, including inspection procedures, to ensure

that Unacceptable Waste is separated at the Acceptance Facility. The

Company will give immediate notice to the Counties of deliveries of

Unacceptable Waste to the Company, followed by prompt written notice

indicating the time, the source of delivery and identity of the

hauling firm and driver. The intent of this requirement is to ensure

safe handling by the Company of the Waste received in compliance

with Applicable Law. The Company shall handle and dispose of

Unacceptable Waste that is received at the Acceptance Facility.

The cost for disposal of Unacceptable Waste shall be paid to the

Company as specified in this Service Agreement.

The Company shall be entitled to the Unacceptable Waste Disposal

Cost described in Section 3.2 for any amounts of Unacceptable Waste

it removes from the Acceptance Facility.

Section 2.3 Receiving Hours and Waiting Time

(a) The Company shall accept the delivery of Acceptable Waste

during the hours of 7:00 a.m. to 5:00 p.m., Monday through Saturday

and until 7:00 p.m. on the first regular collection day following a

Holiday. Acceptable Waste will not be delivered by the Counties on

the following holidays. The Authority shall designate the dates on

which holidays are to be observed.

New Year's Day

Memorial Day

Independence Day

Labor Day

Thanksgiving Day

Christmas Day

(b) The Company shall accept Acceptable Waste at hours other

than the Receiving Hours, to the extent permitted by Applicable Law,

upon reasonable prior notice of such delivery. The Out of Hours

Delivery Charge for Company operations outside of Receiving Hours,

pursuant to this Section 2.3(b), may be charged for each ton of

Waste delivered before 7:00 a.m. and after 5:00 p.m. except that the

Out-of-Hours Delivery Charge shall not be charged for Waste

delivered between the hours of 5:00 p.m. and 7:00 p.m. on the first

regular collection day following a holiday. The amount shall be 3%

above the per ton bid price. The Out of Hours Delivery Charge shall

not apply for any hours the Acceptance Facility is open to receive

Waste from sources other than the Authority.

(c) The Company shall take all steps necessary to ensure that

the time period between delivery vehicle arrival at and departure

from the Acceptance Facility does not exceed 30 minutes for

Acceptable Waste delivered by the Counties, Designated Haulers, or

the Authority.

Section 2.4 Scales and Weighing Records

The Company shall operate and maintain the road vehicle scales

at the Acceptance Facility which shall provide for automatic

weighing and recording of all Wastes received and removed. The

Company shall weigh all vehicles delivering Acceptable Waste to the

Project. The scales shall incorporate a computer interface system

and use software acceptable to the Authority. The weight record

shall contain gross weight, tare weight, date, time of arrival, time

of departure, description of Waste in the vehicle, vehicle

identification (truck or permit number) and identification of origin

of Waste in the vehicle.

The Authority may require each vehicle operator delivering Waste

to present to the scale operator a card, permit, identification or

license. The Company or the Authority may require from time to time

the revalidation of the tare weight of any vehicle or the reweighing

of unloaded vehicles.

If the permanent vehicle scales at the Acceptance Facility are

not working properly or are being tested, the Company shall use

portable scales at the Acceptance Facility. If portable scales or

other alternate weighing facilities and equipment meeting the

requirements of Applicable Law are not available, a ``scale outage''

will occur, and the Company shall estimate the quantity of

Acceptable Waste delivered on the basis of truck volumes and

historical information about the Authority, the Counties, the

Company and the Designated Haulers. These estimates shall take the

place of actual weighing records during the scale outage. In order

to participate in the estimating of quantities of Acceptance Waste

during a scale outage, the Authority and/or County may have an

employee or agent present in the scale house when each vehicle

arrives.

The Company, at its expense, shall obtain approval of, inspect

and test the vehicle scales as required by Applicable Law but no

less frequently than once per year. At the written request of the

Authority, the Company in the presence of the Authority

Representative, shall make additional tests of all vehicle scales.

The cost of these additional tests shall be borne by the Authority

if the scales meet the accuracy requirements of Applicable Law.

If any test shows that a scale registers farther above or below

the correct reading than permitted by Applicable Law, the charges

and calculations based on scale readings made within thirty (30)

days preceding the test shall be corrected by the percentage of

inaccuracy found. If a test of the scales has been performed during

the preceding thirty (30) days, only the readings and related

charges and calculations made after that test shall be corrected on

the basis of the subsequent test.

The Company shall maintain daily records of the total tonnage of

Waste delivered to the Acceptance Facility, the tonnage of Waste

accepted by the Company and the tonnages of Unacceptable Waste. The

Company shall submit monthly reports, as specified in schedule 4 in

a form approved by the Authority. The Company shall cooperate with

the Authority and the Counties to provide this information

electronically or on disk. The Company shall furnish the Authority a

compilation of such information for each month, within ten days

after the end of the month. The Company shall keep copies of all

weight tickets for at least three years which shall be available for

inspection by the Authority and the Counties upon request.

The Company shall pay all costs for accepting, transporting,

processing and final disposal of Acceptable Waste.

Section 2.5 Hazardous Waste

(a) The Company shall develop a plan for the identification,

handling and disposal of Hazardous Waste discovered at the

Acceptance Facility (the ``Hazardous Waste Plan''). The Company

shall segregate and isolate all Hazardous Waste discovered at the

Acceptance Facility in accordance with this Agreement, the Hazardous

Waste Plan, Applicable Law and any procedures required by the

Authority in connection with the segregation and isolation of

Hazardous Waste (collectively, the ``Hazardous Waste Protocol'').

The Company shall maintain any screening programs reasonably

necessary or otherwise reasonably required by the Authority that,

under Applicable Law, segregate Hazardous Waste delivered to the

Acceptance Facility.

(b) So long as the Company (i) acts in accordance with the

Hazardous Waste

[[Page 51141]]

Protocol and Applicable Law and (ii) enforces its and the

Authority's right to payments from third parties or under applicable

insurance policies due to the discovery of Hazardous Waste, then the

cost of segregation isolation and disposal of the Hazardous Waste

shall be reimbursed if the Hazardous Waste was delivered in a

vehicle owned, operated or contracted by one of the Counties, the

Authority, or a Designated Hauler, provided that such vehicle is

correctly identified by the Company as the particular vehicle which

delivered such Hazardous Waste.

(c) If Hazardous Waste is delivered to the Acceptance Facility,

and the source of such Hazardous Waste or hauler delivering

Hazardous Waste cannot be determined by the Parties, the Company

shall separately contain, set aside, segregate, isolate and manage

the Hazardous Waste as required by law and by the Hazardous Waste

Protocol, and the Authority and the Counties shall be notified

immediately of its location, general character and amount. The

Company shall remove, or cause to be removed, such Hazardous Waste

from the Acceptance Facility and shall transport and dispose of, or

shall cause such Hazardous Waste to be transported and disposed, in

accordance with State and Federal law. The Company shall, at no

expense to the Counties or the Authority, bear all of the costs of

transportation and disposal of Hazardous Waste which is delivered to

the Acceptance Facility because the Company has failed to follow or

enforce any provision of the Hazardous Waste Protocol. The foregoing

shall not be considered to be a waiver of any claim Company may have

against any other third party, including a Designated Hauler.

Company may make any such claim directly against the party involved,

and to the extent necessary by law in order for such claim to

proceed, the Authority and the Counties assign to Company their

respective rights to make such a claim.

(d) Hazardous Waste delivered by a vehicle owned, operated, or

contracted by one of the Counties, the Authority, or a Designated

Hauler which is segregated for disposal as Hazardous Waste shall

only be disposed of at a Disposal Facility approved by the

Authority.

Section 2.6 Manner of Deliveries; Vehicle Size; Rules and Regulations

The Authority shall comply with the reasonable rules and

regulations for the delivery of Acceptable Waste to the Acceptance

Facility that are provided by the Company and agreed to by the

Authority and Counties, which include regulations regarding

vehicular movement on the Acceptance Facility Site and screening to

segregate Unacceptable Waste. No rules or regulations are effective

against the Authority, the Counties, or Designated Haulers unless

approved by the Authority Representative and the County

Representatives, which approval shall not be unreasonably withheld.

Section 2.7 Contract for Project Management; Performance Security

(a) The parties acknowledge that the dependable operation and

maintenance of the Acceptance Facility, the Disposal Facility and

other Facilities providing the Service is in the interests of the

parties to this Agreement. The Company shall not enter into or

maintain any contract or subcontract with any person other than an

Affiliate of the Company for any substantial portion of the

operation, management or control of a Facility or the performance of

any of the Company's obligations under this Agreement without the

prior written consent of the Authority.

(b) No contract or subcontract between the Company and any other

person will affect the Company's obligation under this Agreement.

(c) Prior to the Commencement Date the Company shall provide

evidence of a Performance Bond, standby Letter of Credit or

Corporate Guarantee from a surety or insurance company acceptance to

the Authority, covering the performance obligations of the Company

under Article II of this Agreement. The Performance Bond, Letter of

Credit or corporate guarantee shall be in an amount equal to one

year of estimated Service Fee payments to the Company, as defined in

Section 3.1 of this Agreement, and name, among others, the Authority

as beneficiary. The Performance Bond or LOC shall be in the form set

forth in Schedule 5. The Company shall provide the Performance

Bonds, Letter of Credit, or corporate guarantee until release by the

Authority. The Authority shall release the Performance Bond, Letter

of Credit or corporate guarantee upon termination of this Agreement

as long as the Company is not in default and the Performance Bond,

Letter of Credit, or corporate guarantee is not being drawn upon by

the Authority.

Section 2.8 Repairs and Maintenance

The Company, at its own expense, shall maintain the Facilities

in good condition at all times, and make all repairs and

replacements required for the Company to perform its obligations

under this Agreement. The Company shall maintain the safety of the

Facilities at a level consistent with Applicable Law and standard

facility practices.

Section 2.9 Authority and County Access

The Authority, the Counties and their respective agents,

licensees and invitees may visit or inspect the Facilities at any

reasonable time during the term of this Agreement. The Authority

Representative or its designees, or the County Representatives or

their respective designees may inspect the Facilities at any time

from time to time without notice. The Authority, the Counties and

their respective agents, licensees and invitees shall conduct visits

to the Facilities in a manner that does not cause unreasonable

interference with the Company's operations. To the extent practical,

the Authority and the Counties shall provide the names of all

invitees to the Company in advance. The Company may require any

Person on a Facility site to comply with its reasonable rules and

regulations and to sign a statement agreeing (i) to assume the risk

of the visit but not the risk of injury due to the intentional or

negligent acts or omissions of the Company or any of its

subcontractors, agents or employees and (ii) not to disclose or use

any Confidential Information of the Company other than for the

purpose for which it was furnished or, in the case of Authority or

County employees and agents, except in accordance with Section 9.11.

Section 2.10 Clean-Up and Disposal

The Company shall keep the Facilities free from accumulation of

Wastes or rubbish (except in appropriate locations) caused by

operations at the Facilities and shall maintain and operate the

Facilities so as to prevent the Sites from becoming unsightly or a

nuisance under Applicable Law.

Section 2.11 Regulatory Requirements

The Company shall perform its obligations under this Agreement

and operate the Facilities in accordance with all requirements of

Applicable Law, regulations, and permits. The Company shall obtain

and maintain, or cause to be obtained and maintained, all permits

and licenses required by Applicable Law to perform its obligations

hereunder, provided that the Company will not breach its obligations

under this Section if (i) the Company is contesting the Applicable

Law in good faith by appropriate proceedings conducted with due

diligence and the Applicable Law allows continue operation of the

Facilities pending resolution of the contest or (ii) the Company is

diligently seeking to comply with such Applicable Law or to obtain

or maintain any such permit or license and Applicable Law allows

continued operation of the Facilities.

Article III--Service Fee: Damages; Payments

Section 3.1 Service Fee, Damages, Payments

(a) From and after the Commencement Date, the Company may charge

and collect from the Authority a fixed Service Fee as shown in

Schedule 3 for each ton of Acceptable Waste accepted by the Company

from the Counties, or Designated Haulers for disposal hereunder.

(b) the Authority shall pay to the Company certain other charges

as detailed in Section 3.2. The Authority may retain or set-off from

any amounts due the Company, Acceptance Facility Delay Damages,

Alternate Disposal Damages, Alternate Procurement Damages and

Delivery Delay Damages.

(c) The Service Fee and Out of Hours Delivery Charge shall not

be adjusted by any inflation factor.

Section 3.2 Monthly Payments

(a) The Company shall provide the Authority and the Counties

with a statement or invoice for all amounts payable hereunder by the

twenty-fifth (25th) day of the calendar month immediately succeeding

the calendar month for which such amounts are payable. Amounts

invoiced are due thirty (30) days after receipt of the invoice by

the Authority and the Counties. Each invoice shall set forth amount

of the Service Fee and other charges payable to the Company for the

applicable period, together with supporting documentation including

scale records, sufficient to allow the recipient of the invoice to

verify the Company's calculations of the Service Fee and other

charges for such

[[Page 51142]]

period. The supporting documentation shall be adequate to allow the

Authority to determine the portion of the amount payable by each of

the Counties. The amounts payable monthly in accordance with Section

3.2 are calculated as follows:

(i) The amount due for Service Fee payments shall be the product

of the Service Fee multiplied by the aggregate number of tons of

Acceptable Waste delivered by a County, a Designated Hauler, or the

Authority during the month; plus

(ii) Any Out-of-Hours delivery charges; plus

(iii) The Company's direct out of pocket costs for Unacceptable

Waste that is delivered to the Acceptance Facility by a County, a

Designated Hauler, or the Authority and disposed of by the Company;

less

(iv) The amount of Acceptance Facility Delay Damages, Alternate

Disposal Damages, Alternate Procurement Damages and Delivery Delay

Damages, if any.

All Company invoices and statements shall be delivered by hand

or mailed first class, postage prepaid, to: Northeast Maryland Waste

Disposal Authority, 25 S. Charles Street, Suite 2105, Baltimore,

Maryland 21201-3330, Attention: Executive Director.

The Authority shall have no obligation to make payment for any

amount of Acceptable Waste delivered to the Acceptance Facility by

any Person other than a County, a Designated Hauler, or the

Authority.

Section 3.3 Late Payment

Any amounts payable under this Agreement by the Authority or the

Company that are not paid when due in accordance with this Agreement

shall, unless otherwise specifically provided, bear interest, to the

extent permitted by Applicable Law, at the Late Payment Rate.

Section 3.4 Disputes as to Service Fee or Other Charges

If the Company or the Authority disputes any amount owed as the

Service Fee, Out-of-Hours Delivery Charge pursuant to Section 9.15,

the classification of Waste made by the Company, or the amount of

Damages claimed by the Authority under Section 3.2(iv) or elsewhere

herein, the disputed portion of such adjustment is not effective

until resolution of a dispute. Immediately after the resolution of a

disagreement about a Service Fee or Out-of-Hours Delivery Charge,

classification of Waste or amount of Damages, the party whose

position does not prevail shall reimburse the other party for the

aggregate amount of any underpayment or overpayment, plus interest

at the Late Payment Rate.

Section 3.5 Books and Records, Audit and Reports

(a) The Company shall maintain all books, records and accounts

necessary to record all matters affecting the Service Fee, Out-of-

Hours Delivery Charge, applicable damages or other amounts payable

by or to the Authority or the Company under this Agreement or other

agreements, including, but not limited to, policies for Required

Insurance, policy amendments and all other related insurance

documents. The Company shall maintain all such books, records and

accounts in accordance with GAAP. The Company's books, records and

accounts shall accurately, fairly and in reasonable detail reflect

all the Company's dealings and transactions under this Agreement and

other agreements and shall contain sufficient data to enable those

dealings and transactions to be audited in accordance with generally

accepted auditing standards. The Company shall make all such books,

records and accounts available for inspection and photocopying by

the Authority or the Counties within 5 business days of a written

request by the Authority or a County.

(b) The Company shall provide the Authority and the Counties

with the reports and information set forth in Schedule 4 at the

times required by Schedule 4. The report format can be modified with

approval of the Authority to reflect the facilities used by the

Company to provide the Service.

(c) The Company certifies that all information the Company has

provided, or will provide to the Authority or the Counties, is true

and correct and can be relied upon by the Authority and the Counties

in awarding, modifying, making payments, or taking any other action

with respect to this Agreement. Any material false or misleading

information is a ground for the Authority to terminate this

Agreement for cause, without opportunity to cure, and to pursue any

other appropriate remedy.

Section 3.6 Accounting

Beginning July 1, 1997, within sixty (60) days following the end

of each Fiscal Year, the Company shall provide an accounting to the

Authority and the Counties of all payments made by the Authority for

the Fiscal Year and all amounts payable by the Authority for such

Fiscal Year.

Article IV--Processing Capacity Reductions and Uncontrollable

Circumstances

Section 4.1 Effect of Uncontrollable Circumstances

A party to this Agreement shall not be in default under this

Agreement or liable to the other party for its failure to perform

obligations under this Agreement, if such failure results from an

Uncontrollable Circumstance. The Company shall diligently overcome

or remove such Uncontrollable Circumstance as soon as possible. The

Company shall give prompt notice of such claim to the Authority and

to the County Representatives with reasonably requested information

concerning the nature of such claim and the efforts to overcome or

remove the Uncontrollable Circumstance.

Section 4.2 Changes Necessitated by Uncontrollable Circumstances

(a) As soon as possible after an Uncontrollable Circumstance

occurring on or after the Commencement Date, the Company shall give

the Authority Representative and the County Representatives a

statement describing the Uncontrollable Circumstance and its cause

(to the extent known to the Company), and a description of the

conditions preventing the performance of the Company's obligations

(b) If a Facility is unavailable due to an Uncontrollable

Circumstance, the Company must diligently pursue finding an

alternate facility. Any alternate acceptance facility must be within

the same geographic boundaries as shown in the RFB. Alternate

disposal facilities must be approved by the Authority. The Company

may seek pre-approval of an alternate disposal facility.

In no case will the Service Fee increase due to an

Uncontrollable Circumstance.

(c) The Company shall answer any inquiries of the Authority

Representative or the County Representatives regarding the

conditions caused by the Uncontrollable Circumstance and shall

provide them with such information as they reasonably request. Upon

the request of the Authority Representative or the County

Representative, a consulting engineer, at the Authority's expense,

may review the Company's estimate of the time schedule for repairing

a Facility or the alleged causes of the Uncontrollable Circumstance.

Article V--Insurance and Indemnification

Section 5.1 Types of Insurance for the Company

The Company shall obtain and maintain, or cause to be obtained

and maintained, the Required Insurance in the forms approved by the

Authority. The deductible limits contained in Schedule 6 shall not

be increased. The Company shall procure and maintain any additional

insurance coverage requested by the Authority that is available on

commercially reasonable terms and such other insurance required by

Applicable Law if the Authority agrees that the cost of the

additional insurance may be added to the Service Fee. Insurance

required to be obtained by the Company pursuant to this Section 5.1

is ``Required Insurance'' for all purposes of this Agreement.

Section 5.2 Delivery of Evidence of Insurance: Certain Required

Provisions

(a) Within ten (10) business days of execution of this Agreement

by the Authority, and at any time thereafter, the Company shall

deliver to the Authority copies of all certificates of insurance for

Required Insurance and any policy amendments and policy renewals

upon ten (10) business days after receipt by the Company. Except for

Worker's Compensation Insurance, each policy shall name the

Authority and the Counties as co-insured and required the insurer to

provide the Authority and the Counties sixty (60) days' prior

written notice of termination or cancellation or of any change in

coverage or deductibles under such Policy.

(b) The Company shall use only responsible insurance companies

of recognized standing which are authorized to do business in

Maryland as providers of all Required Insurance. The Company shall

carry all Required Insurance with insurance companies rated at least

``A-'' or its equivalent by Best's Key Rating or another national

rating organization. The Company may effect Required Insurance by

endorsement of blanket insurance policies.

(c) The Company shall not take out separate insurance concurrent

in form or contribution in the event of loss with Required Insurance

if the existence of such

[[Page 51143]]

insurance reduces amounts payable under Required Insurance if the

existence of such insurance reduces amounts payable under Required

Insurance. The Company shall immediately notify the Authority

whenever it applies for any separate insurance and shall promptly

deliver the policy or policies evidencing the separate insurance to

the Authority.

(d) The Company shall submit to the appropriate insurer timely

notices and claims of all losses insured under any Required

Insurance policy, pursue such claims diligently and comply with all

terms and conditions of Required Insurance policies. The Company

shall promptly give the Authority and the Counties copies of all

notices and claims of loss and any documentation or correspondence

related to such losses. The Company shall make all policies for

Required Insurance, policy amendments and other related insurance

documents available for inspection and photocopying by the Authority

or the Counties on reasonable notice.

Section 5.3 Indemnification

Company agrees to indemnify, save harmless and defend the

Authority, the Counties and their respective officers, employees and

agents, from and against any and all liabilities, claims, penalties,

forfeitures, suits and the costs and expenses incident thereof

(including costs of defense, settlement and reasonable attorneys'

fees), which they, individually or collectively, may incur, become

responsible for or pay out as a result of death or bodily injury to

any person, destruction or damage to any property, contamination of

or adverse effects on the environment, or any violation of

governmental laws, regulations or orders, to the extent caused, in

whole or in part, by a breach of any term, provision, representation

or warranty of this Agreement or any negligent act or omission or

willful misconduct of the Company, or its officers, employees or

agents. This indemnification is not to be deemed as a waiver of any

immunity which may exist in any action against the Authority or the

Counties.

The Company shall also indemnify, defend, hold harmless and

hereby waives any claim for contribution against the Authority, the

State of Maryland, the Counties, or their respective officers,

agents and employees, for any Environmental Claim arising in whole

or in part from the performance of the Company or its officers,

employees, agents or subcontractors, under this Agreement,

irrespective of whether such performance is negligent or willful or

breaches any term or provision of this Agreement. For purposes of

this section of the Agreement, the following definitions apply:

``Environmental Claim'' means any investigation, notice,

violation, demand, allegation, action, suit, injunction, judgment,

order, consent decree, penalty, fine, lien, proceeding or claim

arising (a) pursuant to, or in connection with, an actual or alleged

violation of, any Environmental Law, (b) in connection with any

Hazardous Waste or actual or alleged Hazardous Waste Activity, (c)

from any abatement, removal, remedial, corrective, or other response

action in connection with a Hazardous Waste, Environmental Law or

other order of a Governmental Authority or (d) from any actual or

alleged damage, injury, threat, or harm to health, safety, natural

resources, or the environment.

``Environmental Law'' shall mean any current or future Legal

Requirement pertaining to (a) the protection of health, safety and

the indoor or outdoor environment, (b) the conservation, management,

or use of natural resources and wildlife, (c) the protection or use

of surface water or groundwater, (d) the management, manufacture,

possession, presence, use, generation, transportation, treatment,

storage, disposal, Release, threatened Release, abatement, removal,

remediation or handling of, or exposure to, any Hazardous Waste or

(e) pollution (including any release to air, land, surface water and

groundwater), and includes, without limitation, the Comprehensive

Environmental Response, Compensation and Liability Act of 1980, as

amended, 42 U.S.C. Secs. 9601 et seq.,, Solid Waste Disposal Act, as

amended, 42 U.S.C. Secs. 6901 et seq. Federal Water Pollution

Control Act, as amended, 33 U.S.C. Secs. 1251, et seq., Clean Air

Act, as amended, 42 U.S.C. 7401 et seq., Toxic Substances Control

Act of 1976, 15 U.S.C. Secs. 2601 et seq., Hazardous Wastes

Transportation Act, 49 U.S.C. App. Secs. 1801 et seq., Occupational

Safety and Health Act of 1970, as amended, 29 U.S.C. Secs. 651 et

seq., Oil Pollution Act of 1990, 33 U.S.C. Secs. 2701 et seq.,

Emergency Planning and Community Right-to-Know Act of 1986, 42

U.S.C. Secs. 1101 et seq., National Environmental Policy Act of

1969, 42 U.S.C. Secs. 4421 et seq., Safe Drinking Water Act of 1974,

as amended, 42 U.S.C. Secs. 300(f) et seq., any similar,

implementing or successor law, including, without limitation, laws

enacted by the State of Maryland or any other State, and any

amendment, rule, regulation, order, or directive issued thereunder.

``Governmental Approval'' means any permit, license, variance,

certificate, consent, letter, clearance, closure, exemption,

decision or action or approval of a ``Governmental Authority.''

``Governmental Authority'' means any international, foreign,

federal, state, regional, county, or local person or body having

governmental or quasi-governmental authority or subdivision thereof.

``Hazardous Waste'' has the meaning given in Schedule 2 to this

Agreement.

``Hazardous Waste Activity'' shall mean any activity, event, or

occurrence involving a Hazardous Waste, including without

limitation, the manufacture, possession, presence, use, generation,

transportation, treatment, storage, disposal, Release, threatened

Release, abatement, removal, remediation, handling of or corrective

or response action to any Hazardous Waste.

``Legal Requirement'' means any treaty, convention, statute,

law, regulation, ordinance, Governmental Approval, injunction,

judgment, order, consent decree, or other requirement of any

Governmental Authority.

``Release'' means any spilling, leaking, pumping, pouring,

emitting, emptying, discharging, injecting, escaping, leaching,

dumping, or disposing into the indoor or outdoor environment,

including, without limitation, the abandonment or discarding of

barrels, drums, containers, tanks or other receptacles containing or

previously containing any Hazardous Waste.

Article VI--Default and Termination

Section 6.1 Remedies for Default

(a) If the Authority breaches any of its obligations under this

Agreement, the right of the Company to recover damages or to be

reimbursed ordinarily constitutes an adequate remedy. Therefore, the

Company may not terminate its obligations under this Agreement for

cause or any breach unless an Event of Default (as defined in

Section 6.3) on the part of the Authority has occurred and is

continuing.

(b) The Company acknowledges that a breach of this Agreement or

an Event of Default by the Company entitles the Authority to

recover, to the extent proven, all of its damages, as set forth in

this Agreement, caused by such default or Event of Default.

Nevertheless, any persistent failure by the Company to provide

Service hereunder entitles the Authority to terminate this

Agreement.

Section 6.2 Events of Default by the Company

Each of the following constitute an Event of Default on the part

of the Company.

(a) The failure or refusal by the Company to fulfill any of its

material obligations to the Authority in accordance with this

Agreement, the RFB and the bid submittal unless such failure or

refusal is excused or justified pursuant to this Agreement, or the

failure or refusal by the Guarantor to fulfill any of its

obligations in accordance with the Guaranty Agreement. Regardless of

whether there exists an event of Default, if the Company fails or

refuses to perform any of its obligations, the Company shall be

liable to the Authority for the full amount of the Authority's

Alternate Disposal Damages. No such failure or refusal on the part

of the Company or Guarantor shall constitute an Event of Default

unless and until:

(i) The Authority has given written notice to the Company

stating that in its opinion a particular default or defaults

(described in reasonable detail in such notice) exist that shall,

unless corrected, constitute a material breach of this Agreement on

the part of the Company and that give the Authority a right to

terminate its obligations to the Company under this agreement for

cause under this Section unless such default is corrected within a

reasonable period of time; and

(ii) The Company or the Guarantor, as the case may be, have

neither corrected such default nor initiated reasonable steps to

correct it within a reasonable period of time (a reasonable period

of time, for purposes of this paragraph, shall in any event be not

less than 30 business days from the date of the notice given

pursuant to clause (i) of this Section for any obligation other than

one related to a failure by the Company to accept Waste pursuant to

the terms of this Agreement, for which obligation a reasonable

period of time shall in any event be not less than five (5) business

days from the date of

[[Page 51144]]

the notice given pursuant to clause (i) of this Section 6.2(a)),

provided that if the Company or the Guarantor has commenced to take

reasonable steps to correct such default within such reasonable

period of time, the default shall not constitute an Event of Default

for as long the Company or the Guarantor, as the case may be, is

continuing to take reasonable steps to correct it; or

(b) If, by the order of a court of competent jurisdiction, a

receiver, liquidator, custodian or trustee of either the Company or

the Guarantor or of a major part of either of their property is

appointed and is not discharged within sixty (60) days, or if, by

decree of such a court, the Company or the Guarantor is adjudicated

insolvent or a major part of either of their property is sequestered

and such decree has continued undischarged and unstayed for sixty

(60) days after the entry of such decree, or if a petition to

reorganize the Company or the Guarantor pursuant to the Federal

Bankruptcy Code or any other similar statute applicable to the

Company or the Guarantor, as now or hereinafter in effect, is filed

against the Company or the Guarantor and is not dismissed within

sixty (60) days after such filing; or

(c) If either the Company or the Guarantor is adjudicated

bankrupt or files a petition in voluntary bankruptcy under any

provision of any bankruptcy law or consents to the filing of any

bankruptcy or reorganization petition against either the Company or

the Guarantor under any such law, or (without limitation of the

generality of the foregoing) files a petition to reorganize the

Company or the Guarantor pursuant to the Federal Bankruptcy Code or

any other similar statute applicable to the Company or the

Guarantor, as now or hereafter in effect; or

(d) If either the Company or the Guarantor makes an assignment

for the benefit or creditors, or admits, in writing, an inability to

pay debts generally as they become due, or consents to the

appointment of a receiver or liquidator or trustee or assignee in

bankruptcy or insolvency of the either the Company or the Guarantor

or a major part of either or their property; or

(e) If the Company provides or has provided materially false or

misleading information to the Authority or the Counties; or

(f) The failure of the Company or other Facility operators to

comply with Applicable Law in any material fashion; or

(g) The failure of the Company to provide a fully operational

Service by the Commencement Date, including the Acceptable Facility

by January 1, 1997, or failure to provide evidence upon request of

Authority that the Acceptable Facility will be available by January

1, 1997.

Section 6.3 Events of Default by the Authority

Each of the following constitutes an Event of Default on the

part of the Authority:

(a) The failure by the Authority to pay any amount in excess of

$550,000, that the Authority is required to pay to the Company under

this Agreement within sixty (60) days after receipt by the Authority

of written demand from the Company accompanied by notice stating

that unless such amount is paid within sixty (60) days after such

demand the failure shall constitute an Event of Default; or

(b) The failure or refusal by the Authority substantially to

fulfill any of its material obligations to the Company in accordance

with this Agreement, other than as provided in subparagraph (a)

above, unless such failure or refusal is excused or justified

pursuant to the provisions of this Agreement, provided that no such

failure or refusal constitutes an Event of Default unless and until:

(i) The Company has given prior written notice to the Authority

and the County Representatives stating that in its opinion a

particular default or defaults (described in reasonable detail in

such notice) exists and unless corrected, constitute a material

breach of this Agreement on the part of the Authority and gives the

Company a right to terminate this Agreement for cause under this

Section 6.3(b) unless such default is corrected within a reasonable

period of time; and

(ii) Neither the Authority nor the Counties have corrected such

default nor initiated steps to correct it within a reasonable period

of time (a reasonable period of time for purposes of this paragraph

shall in any event not be less than thirty (30) Business Days from

the date of the notice given pursuant to clause (i) of this Section

6.3(b)), provided that if the Authority or the Counties have

commenced to take reasonable steps to correct such default within

such reasonable period of time, it shall not constitute an Event of

Default for as long as the Authority or the Counties are continuing

to take reasonable steps to correct it; and

(iii) There exists no reasonable expectation that the Company

can obtain relief other than by termination of this Agreement for

such default sufficient to compensate it for any loss incurred as a

result of such Authority default.

(c) The failure of the Company to comply with the Project's MBE

requirements as found in the Minority Business Enterprise Terms and

Conditions.

Notwithstanding the foregoing provisions, in no event shall the

Authority's or Counties' failure to deliver Acceptable Waste

constitute an Event of Default under this Agreement as neither the

Authority nor the Counties guarantee delivery of any minimum

quantity of Acceptable Waste.

Section 6.4 Termination on Default

The right of termination for cause may be exercised only by a

notice of Termination (the ``Notice of Termination'') given to the

party in default. Subject to Section 9.13(b), the proper exercise of

the right of termination is in addition to and not in substitution

for, such other remedies, whether damages or otherwise, of the party

exercising the right of termination. When one party terminates its

obligations to the other party in accordance with this Agreement,

all of their rights, remedies, powers and privileges under this

Agreement are terminated, except as provided in Sections 6.7 and

6.8.

Section 6.5 Termination for Certain Uncontrollable Circumstances

If, as a result of the occurrence of one or more Uncontrollable

Circumstances, the Acceptance Facility is closed for 10 (ten) or

more consecutive days, then the Authority may terminate this

Agreement upon notice to the Company. If this Agreement is so

terminated, then neither party shall owe or be liable to the other

party for any amounts otherwise due hereunder, except for (i)

Service Fee amounts due for Waste actually delivered prior to the

effective date of the termination and (ii) amounts due in accordance

with Section 5.3 ``Indemnification.''

Section 6.6 Termination for Convenience

Notwithstanding, any other provision of this Agreement to the

contrary and subject to State law, the Authority may terminate this

Agreement and its obligations to the Company under this Agreement at

any time by (i) giving the Company thirty (30) days' notice of such

termination, (ii) paying the Termination Settlement Amount and (iii)

providing the releases in accordance with Schedule 9.

Section 6.7 Default Termination Damages Payable to the Authority

If this Agreement is terminated by the Authority for cause as a

result of an Event of Default by the Company, the Company shall

immediately pay, without duplication, to the Authority (i) all

amounts necessary to provide for the excess costs to the Authority

of substitute performance by another firm, during the Service

Agreement's term, not including renewal terms, had the Agreement not

been terminated for default, (ii) an amount equal to Alternate

Disposal Damages during the then remaining term of this Agreement,

and (iii) Alternate Procurement Damages.

With the prior express written consent of the Authority and the

County, such consent not to be unreasonably withheld, the Company

may mitigate its Default Termination Damages payable under this

Section 6.7 by providing the Service using alternative facilities

which (i) are in compliance with Applicable Law and, (ii) the

Authority has agreed and meets all of the minimum technical

requirements in the RFB.

Section 6.8 Survival of Certain Rights and Obligations

The rights and obligations of the parties under Section 5.3 and

Articles I and VIII shall survive any termination of this Agreement.

No termination of this Agreement limits or otherwise affects the

rights and obligations of any party that have accrued before the

date of such termination.

Article VII--Term; Renewal

Section 7.1 Term

This Agreement is in effect from its date and, unless sooner

terminated, shall continue in effect until December 31, 1999.

Section 7.2 Renewal

This Agreement may be extended at the Authority's option at one

year intervals up to an additional three years.

[[Page 51145]]

The Authority shall give the Company thirty (30) days notice of

its intent to renew the Service Agreement for each additional year.

Article VIII--Representations and Warranties

Section 8.1 Representations and Warranties of the Authority

The Authority hereby makes the following respective

representations and warranties, as of the date of execution and

delivery of this Agreement, to and for the benefit of the Company:

(a) The Authority is a body politic and corporate validly

existing under the Constitution and laws of Maryland, with full

legal right, power and authority to enter into and perform its

obligations under this Agreement.

(b) The Authority has duly authorized the execution and delivery

of this Agreement and this Agreement has been duly executed and

delivered by the Authority and constitutes a legal, valid and

binding obligation of the Authority, enforceable against the

Authority in accordance with its terms.

(c) Neither the execution or delivery by the Authority of this

Agreement, nor the performance of the Authority's obligations in

connection with the transactions contemplated hereby nor the

Authority's fulfillment of the terms or conditions of this Agreement

(i) conflicts with, violates or results in a breach of any

Applicable Law, or (ii) conflicts with, violates or results in a

breach of any term or condition of any judgment or decree, or any

agreement or instrument, to which the Authority is a party or by

which the Authority or any of its properties or assets are bound, or

constitutes a default thereunder.

(d) No approval, authorization, order or consent of, or

declaration, registration or filing with, any governmental authority

is required for the valid execution and delivery by the Authority of

this Agreement except those that have been duly obtained or made.

Section 8.2 Representations and Warranties of the Company

The Company hereby makes the following representations and

warranties to and for the benefit of the Authority and the Counties:

(a) The Company is duly organized and validly existing as a

Corporation under the laws of the State of Maryland with full legal

right, power and authority to enter into and perform its obligations

under this Agreement, and is duly qualified to do business and is in

good standing in each jurisdiction in which the character of the

properties owned by it therein or in which the transaction of its

business makes such qualification necessary, including, but not

limited to, the State of Maryland.

(b) The Company has duly authorized the execution and delivery

of this Agreement and this Agreement has been duly executed and

delivered by the Company and constitutes a legal, valid and binding

obligation of the Company, enforceable against the Company in

accordance with its terms.

(c) Neither the execution or delivery by the Company of this

Agreement, nor the performance by the Company of its obligations in

connection with the transactions contemplated hereby or the

fulfillment by the Company of the terms or conditions of this

Agreement (i) conflicts with, violates or results in a breach of any

Applicable Law, or (ii) conflicts with, violates or results in a

breach of any term or condition of any judgment or decree, or any

agreement or instrument, to which the Company is a party or by which

the Company or any of its properties or assets are bound, or

constitutes a default thereunder or (iii) will result in the

creation or imposition of any lien, charge or encumbrance of any

nature whatsoever upon any of the properties or assets of the

Company.

(d) No approval, authorization, order or consent of, or

declaration, registration or filing with, any governmental authority

is required for the valid execution and delivery of this Agreement

by the Company, except such as have been duly obtained or made.

(e) Except as disclosed to the Authority, in writing, there is

no action, suit or proceeding, at law or in equity, before or by any

court or governmental authority, pending or, to the best of the

Company's knowledge, threatened, against the Company, wherein an

unfavorable decision, ruling or finding would materially adversely

affect the performance by the Company of its obligations hereunder

or in connection with the transactions contemplated hereby, or

which, in any way, would adversely affect the validity or

enforceability of this Agreement, or any other agreement or

instrument entered into by the Authority in connection with the

transactions contemplated hereby.

Article IX--Miscellaneous

Section 9.1 Authority Representative, County Representatives and

Company Representative

(a) The Authority Representative is the Executive Director of

the Authority.

(b) The Company Representative is the President of the Company

or any vice president of the Company who the Company designates as

the Company Representative and who is authorized to contractually

bind the Company.

(c) The County Representatives are the Directors of Public Works

for each County.

(d) Any party may change its authorized representative upon five

(5) Business Days' written notice to the other parties. Only the

Authority Representative or the Company Representative may make the

approvals, requests and notices by a party to the other party under

this Agreement.

Section 9.2 Assignment

Neither the Authority nor the Company may assign this Agreement

without the prior written consent of the other party except that the

Authority may assign its rights, remedies, powers and privileges

under this Agreement to any of the Counties without the consent of

the Company.

Section 9.3 Notices

All notices, designators, consents, approvals, and other

communications required, permitted or otherwise delivered under this

Agreement shall be in writing and may be telexed, cabled, sent by

facsimile or delivered by hand or mailed by first call registered or

certified mail, return receipt requested, postage prepaid, and in

any case shall be addressed as follows:

If to the Authority: Executive Director, Northeast Maryland

Waste Disposal Authority, 25 S. Charles Street, Suite 2105,

Baltimore, Maryland 21201-3330, Fax: (410) 333-3721.

With a copy to the County Representatives:

Director, Howard County Department of Public Works, 3430 Courthouse

Drive, Ellicott City, Maryland 21043, Fax: (410) 313-3408

Director, Anne Arundel County Department of Public Works, 2662 Riva

Road, Annapolis, Maryland 21401, Fax: (410) 222-7329

If to the Company: Earl Mikolitch, President, Atlantic Region,

Sanifill, Inc., 6525 The Corners Parkway, Suite 540, Norcross, GA

30092.

With a copy to: H. Steven Walton, General Counsel, Sanifill,

Inc., 2777 Allen Parkway, Suite 700, Houston, TX 77019-2155.

Any party entitled to receive communications under this

agreement may change the address to which its communications are

delivered by notice to the other parties. Any communications given

by mail in accordance with this Section 9.3 shall be deemed to have

been given five (5) business Days after the date of mailing;

communications given by any means shall be deemed to have been given

when delivered.

Section 9.4 Entire and Complete Agreement

This Agreement (including Schedules 1 through 9 to this

Agreement) constitutes the entire and complete agreement of the

parties with respect to its subject matter and supersedes all prior

or contemporaneous understandings, arrangements, commitments and

representation, all of which, whether oral or written, are merged

into this Agreement. The Schedules to this Agreement are an integral

part of this Agreement and shall be afforded full force and effect

as tough incorporated in their entirety in the Articles of this

Agreement.

Section 9.5 Binding Effect

This Agreement binds and inures to the benefit of the parties to

this Agreement and any successor or assignee acquiring an interest

hereunder permitted by Section 9.2.

Section 9.6 Further Assurances and Amendments

Each party shall execute and deliver any instruments and perform

any acts necessary and reasonably requested by the other party in

order to give full effect to this Agreement.

Section 9.7 Governing Law

The laws of the State of Maryland govern the validity,

interpretation, construction and performance of this Agreement.

Section 9.8 Counterparts

The Authority and the Company may execute this Agreement in

counterparts, each of which is deemed an original, and all of which,

when executed and delivered, together constitute one and the same

instrument.

[[Page 51146]]

Section 9.9 Amendment or Waiver

Neither the Authority nor the Company may change, modify, amend

or waive this Agreement or any provision of this Agreement except by

a written instrument signed by the party against whom enforcement of

such change, modification, amendment or waiver is ought.

Section 9.10 Relationship of the Parties

No party to this Agreement has any responsibility whatsoever

with respect to services provided or contractual obligations assumed

by any other party and nothing in this Agreement is deemed to

constitute one party a partner, agent or legal representative of any

of the other parties or to create any fiduciary relationship between

the parties.

Section 9.11 Confidential Information

The rights and obligations of the parties set forth herein with

respect to Confidential Information are subject to Applicable Law,

including Title 10, Subtitle 6 of the State Government Article of

the Annotated Code of Maryland, as amended.

To the extent permitted by Applicable Law, the Authority shall

hold Confidential Information in strict confidence and take all

reasonable precautions to prevent disclosure to third parties. The

Authority shall promptly notify the Company of the identity of any

Person who requests a disclosure of Confidential Information. The

Authority in its sole discretion shall determine the response to any

request for disclosure of Confidential Information and is not

required to withhold disclosure of Confidential Information upon a

lawful request for information. The Authority shall consider any

information or legal arguments presented by the Company before the

disclosure of the requested information.

Section 9.12 Severability

If a court of competent jurisdiction determines any provision of

this Agreement is, for any reason, invalid, illegal or unenforceable

in any respect, the parties hereto shall negotiate in good faith and

make such amendments, modifications or supplements of or to this

Agreement, that to the maximum extent practicable in light of such

determination, implement and give effect to the intentions of the

parties as reflected herein, and the other provisions of this

Agreement shall, as so amended, modified or supplemented, or

otherwise affected by such action, remain in full force and effect.

Section 9.13 Damages

(a) The Alternate Disposal Damages and Alternate Disposal

Procurement Damages specified in this Agreement constitute the

parties' sole and exclusive remedy for the acts, errors or omissions

for which ``Damages'' those Damages are imposed. The parties may

recover additional amounts for damages caused by other acts, errors

or omissions.

(b) Notwithstanding the foregoing, in no event, whether based

upon contract, tort or otherwise, arising out of the performance or

nonperformance by the Authority of any obligation under this

Agreement, is the Authority liable or obligated in any manner to pay

special, consequential or indirect damages, or any other amount

except as specifically provided in this Agreement.

Section 9.14 Effect of Authority and County Approvals

(a) No review, comment or approval by the Authority or the

Counties under this Agreement affects the rights, remedies, powers

or privileges of the Authority or the Counties in connection with

(i) licenses, permits, reviews or approvals pursuant to Applicable

Law, (ii) the enactment, interpretation or enforcement of any

Applicable Law, (iii) any of its other governmental functions, or

(iv) matters not related to this Agreement.

(b) Now review, comment or approval, nor any failure to review,

comment or give approval, by the Authority or the Counties under

this Agreement relieves the Company of any of its obligations under

this Agreement or imposes any liability upon the Authority or the

Counties.

Section 9.15 Dispute Resolution

The Authority and the Company shall in good faith attempt to

resolve any dispute or matter in controversy under this Agreement.

All disputes under this Contract, if not resolved by the parties,

shall be resolved by courts of competent jurisdiction in the State

of Maryland and in accordance with the laws of the State of

Maryland.

Section 9.16 Limitation of Liability and Defenses

(a) Notwithstanding any other provision of this Agreement to the

contrary, the obligations of the Authority to the Company under this

Agreement are limited to the obligations of the Authority under the

Waste Disposal Agreements (the ``WDA'') to the extent such

obligations are satisfied. Neither the Authority nor the Counties

will be liable to the Company for consequential damages of any type.

The Authority represents that payments to be received from the

Counties under the Waste Disposal Agreement are or will be

sufficient to make monetary payments to the Company.

(b) Notwithstanding any other provision of this Agreement to the

contrary, the liability and obligations of the Authority for all

monetary payments with respect to this Agreement are limited

obligations payable solely from WDA Revenues as and to the extent

such WDA Revenues are received and available to pay such amounts

under Applicable Law. The Authority represents that Revenues to be

received from the Counties are or will be sufficient to make

monetary payments to the Company. The liability of the Authority for

any such monetary payments with respect to this Agreement are not

payable from the general funds of the Authority and the incurrence

or nonperformance of such obligations or payments shall not

constitute or create a legal or equitable pledge of, or lien or

encumbrance upon, or claim against, any of the assets or property of

the Authority or of its income, receipts or revenues.

Notwithstanding any provision of this Agreement to the contrary, the

Company may bring legal action against the Authority if WDA Revenues

received from the Counties are not sufficient to make monetary

payments to the Company.

(c) No recourse for the payment of any amounts due by the

Authority under this Agreement or upon any representation, warranty,

covenant, agreement or obligation contained in this Agreement or in

any document, certificate or instrument that this Agreement requires

to be executed and delivered by the Authority or from any claim

herein or therein shall be had by the Company, except from WDA

Revenues.

(d) The execution and delivery of this Agreement by the

Authority shall not impose any personal liability on the members,

officers, directors, employees or agents of the Authority. No

recourse shall be had by the Company for any claims based on thi

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