United States et al. v. Republic Services, Inc. et al.; Proposed Final Judgment and Competitive Impact Statement, 76383-76406 [E8-29603]

Agencies

• Antitrust Division
• Department of Justice

[Federal Register Volume 73, Number 242 (Tuesday, December 16, 2008)]
[Notices]
[Pages 76383-76406]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-29603]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States et al. v. Republic Services, Inc. et al.; Proposed 
Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec.  16(b)-(h), that a proposed Final 
Judgment and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States v. Republic Services, Inc. & Allied Waste Industries, Inc., 
Civil Action No. 1:08-cv-02076. On December 3, 2008, the United States 
filed a Complaint alleging that the proposed acquisition by Republic 
Services, Inc. of Allied Waste Industries, Inc. would violate section 7 
of the Clayton Act, 15 U.S.C. 18, by substantially lessening 
competition in the provision of non-franchised small container 
commercial waste collection services in the areas of Atlanta, Georgia; 
Cape Girardeau, Missouri; Charlotte, North Carolina; Fort Worth, Texas; 
Greenville-Spartanburg, South Carolina; Houston, Texas; Lexington, 
Kentucky; Lubbock, Texas; and Northwest Indiana; and in the provision 
of municipal solid waste disposal services in the areas of Atlanta, 
Georgia; Cape Girardeau, Missouri; Charlotte, North Carolina; 
Cleveland, Ohio; Denver, Colorado; Flint, Michigan; Fort Worth, Texas; 
Greenville-Spartanburg, South Carolina; Houston, Texas; Los Angeles, 
California; Northwest Indiana; Philadelphia, Pennsylvania; and San 
Francisco, California. The proposed Final Judgment, filed the same day 
as the Complaint, requires Republic to divest certain non-franchised 
small container

[[Page 76384]]

commercial waste collection assets in the small container collection 
areas of concern and certain municipal solid waste disposal assets in 
the municipal solid waste disposal services areas of concern. A 
Competitive Impact Statement filed by the United States describes the 
Complaint, the proposed Final Judgment, the industry, and the remedies 
available to private litigants who may have been injured by the alleged 
violation.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection at the Department of 
Justice, Antitrust Division, Antitrust Documents Group, 450 Fifth 
Street, NW., Suite 1010, Washington, DC 20530 (telephone: 202-514-
2481), on the Department of Justice's Web site at https://www.usdoj.gov/
atr, and at the Office of the Clerk of the United States District Court 
for the District of Columbia. Copies of these materials may be obtained 
from the Antitrust Division upon request and payment of the copying fee 
set by Department of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to Maribeth Petrizzi, Chief, Litigation II Section, Antitrust Division, 
U.S. Department of Justice, 1401 H Street, NW., Suite 3000, Washington, 
DC 20530 (telephone: 202-307-0924).

Patricia A. Brink,
Deputy Director of Operations.

United States District Court for the District of Columbia

    United States of America, Department of Justice, Antitrust 
Division, 1401 H Street, NW., Suite 3000, Washington, DC 20530; 
State of California, Office of Attorney General, 455 Golden Gate 
Avenue, San Francisco, CA 94102; Commonwealth of Kentucky, Consumer 
Protection Division, 1024 Capital Center Drive, Frankfort, KY 40601; 
State of Michigan, Consumer Protection Division, Antitrust Section, 
525 W. Ottawa Street, 6th Floor, Lansing, Michigan 48913; State of 
North Carolina, Department of Justice, 9001 Mail Service Center, 
Raleigh, NC 27699-9001; State of Ohio, Attorney General's Office, 
150 East Gay Street, 23rd Floor, Columbus, OH 43215; Commonwealth of 
Pennsylvania, Office of the Attorney General, Strawberry Square, 
16th Floor, Harrisburg, PA 17120; and State of Texas, Antitrust 
Division, Office of the Attorney General, PO Box 12548, Austin, TX 
78711-2548; Plaintiffs, v. Republic Services, Inc., 110 S.E. 6th 
Street, 28th Floor, Fort Lauderdale, FL 33301; and Allied Waste 
Industries, Inc., 18500 North Allied Way, Phoenix, AZ 85054, 
Defendants.

Civil Action No.: 1.08-Cv-02076.
Description: Antitrust.
Judge: Roberts, Richard W.
Date Stamp: 12/3/2008.

Complaint

    Plaintiff United States of America (``United States''), acting 
under the direction of the Attorney General of the United States, and 
plaintiffs State of California, Commonwealth of Kentucky, State of 
Michigan, State of North Carolina, State of Ohio, Commonwealth of 
Pennsylvania, and State of Texas (the ``States''), acting under the 
direction of their respective Attorneys General, bring this civil 
antitrust action to enjoin the acquisition by defendant Republic 
Services, Inc. (``Republic'') of the voting securities of defendant 
Allied Waste Industries, Inc. (``Allied'') and to obtain equitable and 
other relief as is appropriate. Plaintiffs complain and allege as 
follows:

I. Nature of the Action

    1. Pursuant to a stock purchase agreement dated June 22, 2008, 
Republic plans to acquire all of the issued and outstanding voting 
securities of Allied, in a transaction valued at $4.5 billion. 
Defendants Republic and Allied currently compete to provide small 
container commercial waste collection and municipal solid waste 
(``MSW'') disposal in areas across the United States. The proposed 
transaction would substantially lessen competition for small container 
commercial waste collection service as a result of Republic's 
acquisition of Allied small container commercial waste collection 
assets in the following areas: (a) Atlanta, Georgia; (b) Cape 
Girardeau, Missouri; (c) Charlotte, North Carolina; (d) Fort Worth, 
Texas; (e) Greenville-Spartanburg, South Carolina; (f) Houston, Texas; 
(g) Lexington, Kentucky; (h) Lubbock, Texas; and (i) Northwest Indiana. 
The proposed transaction also would substantially lessen competition 
for MSW disposal service as a result of Republic's acquisition of 
Allied's MSW disposal assets in the following areas: (a) Atlanta, 
Georgia; (b) Cape Girardeau, Missouri; (c) Charlotte, North Carolina; 
(d) Cleveland, Ohio; (e) Denver, Colorado; (f) Flint, Michigan; (g) 
Fort Worth, Texas; (h) Greenville-Spartanburg, South Carolina; (i) 
Houston, Texas; (j) Los Angeles, California; (k) Northwest Indiana; (l) 
Philadelphia, Pennsylvania; and (m) San Francisco, California,
    2. Defendants Republic and Allied are two of only a few significant 
providers of small container commercial waste collection or MSW 
disposal services in each of the identified areas. Unless the 
acquisition is enjoined, consumers of small container commercial waste 
collection or MSW disposal services in these areas likely will pay 
higher prices and receive fewer services as a consequence of the 
elimination of the vigorous competition between Republic and Allied. 
Accordingly, Republic's acquisition of Allied would violate Section 7 
of the Clayton Act, 15 U.S.C. 18.

II. Jurisdiction and Venue

    3. This action is filed by the United States under Section 15 of 
the Clayton Act, 15 U.S.C. 25, to prevent and restrain the violation by 
defendants of Section 7 of the Clayton Act, 15 U.S.C. 18. Each of the 
States brings this action under Section 16 of the Clayton Act, 15 
U.S.C. 26, to prevent and restrain the violation by defendants of 
Section 7 of the Clayton Act, 15 U.S.C. 18. The States, by and through 
their respective Attorneys General, or other authorized officials, 
bring this action in their sovereign capacities and as parens patriae 
on behalf of the citizens, general welfare and economy of each of their 
states.
    4. Defendant Allied transacts business in the District of Columbia, 
and Republic and Allied have consented to venue and personal 
jurisdiction, in the District of Columbia. Venue is therefore proper in 
this District under Section 12 of the Clayton Act, 15 U.S.C. 22 and 28 
U.S.C. 1391(c).
    5. Defendants Republic and Allied collect MSW from residential, 
commercial, and industrial customers, and they own and operate transfer 
stations and landfills that process and dispose of MSW. In their small 
container commercial waste collection and MSW disposal businesses, 
Republic and Allied make sales and purchases in interstate commerce, 
ship waste in the flow of interstate commerce, and engage in activities 
substantially affecting interstate commerce, as well as commerce in 
each of the states. The Court has jurisdiction over this action and 
over the parties pursuant to 15 U.S.C. 22 and 28 U.S.C. 1331 and 1337.

III. Defendants and the Transaction

    6. Republic is a Delaware corporation with its principal office in 
Fort Lauderdale, Florida. Republic is the nation's third largest waste 
hauling and disposal company. It provides small container commercial 
waste collection and MSW disposal services throughout the United 
States. In 2007, Republic reported total revenues of approximately $3.2 
billion.
    7. Allied is a Delaware corporation with its principal office in 
Phoenix,

[[Page 76385]]

Arizona. Allied is the nation's second largest waste hauling and 
disposal company. It also provides small container commercial waste 
collection and MSW disposal services throughout the United States. In 
2007, Allied reported total revenues of approximately $6.1 billion.
    8. On January 22, 2008, defendants Republic and Allied entered into 
a stock purchase agreement pursuant to which Republic will acquire all 
of the issued and outstanding voting securities of Allied in a 
transaction valued at $4.5 billion.

IV. Trade and Commerce

A. The Relevant Service Markets

Small Container Commercial Waste Collection
    9. Waste collection firms, or haulers, collect MSW from 
residential, commercial and industrial establishments and transport the 
waste to a disposal site, such as a transfer station, landfill or 
incinerator, for processing and disposal. Private waste haulers 
typically contract directly with customers for the collection of waste 
generated by commercial accounts. MSW generated by residential 
customers, on the other hand, often is collected either by local 
governments or by private haulers pursuant to contracts bid by, or 
franchises granted by, municipal authorities.
    10. ``Small container commercial waste collection'' means the 
business of collecting MSW from commercial and industrial accounts, 
usually in ``dumpsters'' (i.e., a small container with one to ten cubic 
yards of storage capacity), and transporting or ``hauling'' such waste 
to a disposal site by use of a front-end or rear-end load truck. 
Typical small container commercial waste collection customers include 
office and apartment buildings and retail establishments (e.g., stores 
and restaurants). As used herein, ``small container commercial waste 
collection'' does not include small container commercial waste 
collection of franchised routes, the collection of roll-off containers, 
or residential collection service.
    11. Small container commercial waste collection differs in many 
important respects from the collection of residential or other types of 
waste. An individual commercial customer typically generates 
substantially more MSW than a residential customer. To handle this high 
volume of MSW efficiently, haulers often provide commercial customers 
with small containers, also called dumpsters, for storing the waste. 
Haulers organize their commercial accounts into routes, and collect and 
transport the MSW generated by these accounts in front-end load 
(``FEL'') trucks uniquely well suited for commercial waste collection. 
Less frequently, haulers may use more maneuverable, but less efficient, 
rear-end load (``REL'') trucks, especially in those areas in which a 
collection route includes narrow alleyways or streets. FEL trucks are 
unable to navigate narrow passageways easily and cannot efficiently 
collect the waste located in them.
    12. On a typical small container commercial waste collection route, 
an operator drives a FEL vehicle to the customer's container, engages a 
mechanism that grasps and lifts the container over the front of the 
truck, and empties the container into the vehicle's storage section 
where the waste is compacted and stored. The operator continues along 
the route, collecting MSW from each of the commercial accounts, until 
the vehicle is full. The operator then drives the FEL truck to a 
disposal facility, such as a transfer station, landfill or incinerator, 
and empties the contents of the vehicle. Depending on the number of 
locations and amount of waste collected on the route, the operator may 
make one or more trips to the disposal facility in the servicing of the 
route.
    13. In contrast to a small container commercial waste collection 
route, a residential waste collection route is significantly more labor 
intensive. The customer's MSW is stored in much smaller containers 
(e.g., garbage bags or trash cans) and instead of FEL trucks, waste 
collection firms routinely use REL or side-load trucks manned by larger 
crews (usually, two-person or three-person teams). On residential 
routes, crews generally hand-load the customer's MSW, typically by 
tossing garbage bags and emptying trash cans into the vehicle's storage 
section. Because of the differences in the collection processes, 
residential customers and commercial customers usually are organized 
into separate routes.
    14. Likewise, other types of collection activities, such as the use 
of roll-off containers (typically used for construction debris) and the 
collection of liquid or hazardous waste, are rarely combined with small 
container commercial waste collection. This separation of routes is due 
to differences in the hauling equipment required, the volume of waste 
collected, health and safety concerns, and the ultimate disposal option 
used.
    15. The differences in the types and volume of MSW collected and in 
the equipment used in collection services distinguish small container 
commercial waste collection from all other types of waste collection 
activities. Absent competition from other small container commercial 
waste collection firms, a small container commercial waste collection 
provider could profitably increase its charges without losing 
significant sales or revenues to firms engaged in the provision of 
other types of waste collection services. Thus, small container 
commercial waste collection is a line of commerce, or relevant service, 
for purposes of analyzing the effects of the acquisition under Section 
7 of the Clayton Act, 15 U.S.C. 18.
Disposal of Municipal Solid Waste
    16. ``MSW'' means municipal solid waste, a term of art used to 
describe solid putrescible waste generated by households and commercial 
establishments such as retail stores, offices, restaurants, warehouses, 
and non-manufacturing activities in industrial facilities. MSW does not 
include special handling waste (e.g., waste from manufacturing 
processes, regulated medical waste, sewage, and sludge), hazardous 
waste, or waste generated by construction or demolition sites. MSW has 
physical characteristics that readily distinguish it from other liquid 
or solid waste.
    17. In order to be disposed of lawfully, MSW must be disposed in a 
landfill or an incinerator, and such facilities must be located on 
approved types of land and operated under prescribed procedures. 
Federal, state and local safety, environmental, zoning and permit laws 
and regulations dictate critical aspects of storage, handling, 
transportation, processing and disposal of MSW in each market. In less 
densely populated areas of the country, MSW often is disposed of 
directly into landfills that are permitted and regulated by the state. 
Landfill permit restrictions often impose limitations on the type and 
amount of waste that can be deposited. In many urban and suburban 
areas, because landfills are scarce due to high population density and 
the limited availability of suitable land. Accordingly, MSW generated 
in such areas often is burned in an incinerator or taken to a transfer 
station. A transfer station is an intermediate disposal site for the 
processing and temporary storage of MSW before transfer, in bulk, to 
more distant landfills or incinerators for final disposal. Anyone who 
fails to dispose of MSW in a lawful manner can be subject to severe 
civil and criminal penalties.
    18. Because of the strict laws and regulations that govern the 
disposal of

[[Page 76386]]

MSW, there are no good substitutes for MSW disposal in landfills or 
incinerators, or at transfer stations located near the source of the 
waste. Firms that compete in the disposal of MSW can profitably 
increase their charges to haulers of MSW without losing significant 
sales to any other firms. Thus, disposal of MSW is a line of commerce, 
or relevant service, for purposes of analyzing the effects of the 
acquisition under Section 7 of the Clayton Act, 15 U.S.C. 18.

B. The Relevant Geographic Markets

Small Container Commercial Waste Collection
    19. Small container commercial waste collection is generally 
provided in highly localized areas because, to operate efficiently and 
profitably, a hauler must have sufficient density (i.e., a large number 
of commercial accounts that are reasonably close together) in its small 
container commercial waste collection operations. If a hauler has to 
drive significant distances between customers, it earns less money for 
the time the truck is operating. For the same reason, the accounts must 
be near the operator's base of operations. It is economically 
impractical for a small container commercial waste collection firm to 
service metropolitan areas from a distant base, which requires that the 
FEL truck travel long distances just to arrive at its route. Haulers, 
therefore, generally establish garages and related facilities within 
each major local area served.
    20. In each of the following areas encompassing the listed 
counties, local small container commercial waste collection firms, 
absent competition from other small container commercial waste 
collection firms, could profitably increase charges to local customers 
without losing significant sales to more distant competitors: Atlanta, 
Georgia (Cherokee, Forsyth, Hall, Jackson, Barrow, Gwinnett, Walton, 
DeKalb, Rockdale, Fulton, Clayton, Cobb and Paulding Counties); Cape 
Girardeau, Missouri (Cape Girardeau County); Charlotte, North Carolina 
(Mecklenburg County); Fort Worth, Texas (Tarrant County); Greenville-
Spartanburg, South Carolina (Greenville and Spartanburg Counties); 
Houston, Texas (Harris County); Lexington, Kentucky (Fayette, 
Jessamine, Woodford, Scott and Franklin Counties); Lubbock, Texas 
(Lubbock County); and Northwest Indiana (Lake, Porter and LaPorte 
Counties). Accordingly, each of these areas is a section of the 
country, or relevant geographic market, for purposes of analyzing the 
effects of the acquisition under Section 7 of the Clayton Act, 15 
U.S.C. 18.
Disposal of Municipal Solid Waste
    21. MSW generally is transported by collection trucks to landfills 
and transfer stations, and the availability of disposal sites close to 
a hauler's routes is a major factor that determines a hauler's 
competitiveness and profitability. The cost of transporting MSW to a 
disposal site often is a substantial component of the cost of disposal. 
The cost advantage of local disposal sites limits the areas where MSW 
can be economically transported and disposed of by haulers and creates 
localized markets for MSW disposal services.
    22. In each of the following areas encompassing the listed 
counties, the high costs of transporting MSW and the substantial travel 
time to other disposal facilities based on distance, natural barriers 
and congested roadways, limit the distance that haulers of MSW 
generated in those areas can travel economically to dispose of their 
waste: Atlanta, Georgia (Cherokee, Forsyth, Hall, Jackson, Barrow, 
Gwinnett, Walton, DeKalb, Rockdale, Fulton, Clayton, Cobb and Paulding 
Counties); Cape Girardeau, Missouri (Cape Girardeau County); Charlotte, 
North Carolina (Mecklenburg County); Cleveland, Ohio (Cuyahoga County); 
Denver, Colorado (Denver and Arapahoe Counties); Flint, Michigan 
(Saginaw and Genesee Counties); Fort Worth, Texas (Tarrant County); 
Greenville-Spartanburg, South Carolina (Greenville and Spartanburg 
Counties); Houston, Texas (Harris County); Los Angeles, California (Los 
Angeles County); Northwest Indiana (Lake, Porter and LaPorte Counties); 
Philadelphia, Pennsylvania (Philadelphia County); and San Francisco, 
California (Contra Costa, Solano and Alameda Counties). The firms that 
compete in disposal of MSW generated in each of these areas generally 
own landfills, transfer stations or incinerators located within the 
area or no farther than roughly 25 to 35 miles outside the area's 
border.
    In the event that all the owners of those local disposal facilities 
imposed a small but significant increase in the price of the disposal 
of MSW, haulers of MSW generated in each area could not profitably turn 
to more distant disposal facilities. Firms that compete for the 
disposal of MSW generated in each area, absent competition from other 
local MSW disposal operators, could profitably increase their charges 
for disposal of MSW generated in the area without losing significant 
sales to more distant disposal sites. Accordingly, disposal of MSW 
generated in each of the areas of Atlanta, Georgia; Cape Girardeau, 
Missouri; Charlotte, North Carolina; Cleveland, Ohio; Denver, Colorado; 
Flint, Michigan; Fort Worth, Texas; Greenville-Spartanburg, South 
Carolina; Houston, Texas; Los Angeles, California; Northwest Indiana; 
Philadelphia, Pennsylvania; and San Francisco, California is a section 
of the country, or relevant geographic market, for purposes of 
analyzing the competitive effects of the acquisition under Section 7 of 
the Clayton Act, 18 U.S.C. 15.

C. Competitive Effects of the Acquisition

    23. Defendants Republic and Allied directly compete in small 
container commercial waste collection service in each of the relevant 
geographic markets for small container commercial waste collection, 
defined in paragraph 20. In these markets, Republic and Allied each 
account for a substantial share of total revenues from small container 
commercial waste collection services.
    24. Defendants Republic and Allied directly compete in the disposal 
of MSW in each of the relevant geographic markets for MSW disposal, 
defined in paragraph 22. In these markets, Republic and Allied each 
account for a substantial share of MSW disposal revenue and capacity.
    25. The acquisition of Allied voting securities by Republic would 
remove a significant competitor in small container commercial waste 
collection and the disposal of MSW in already highly concentrated and 
difficult-to-enter markets. In each of these markets, the resulting 
substantial increase in concentration, loss of competition, and absence 
of any reasonable prospect of significant new entry or expansion by 
market incumbents likely will result in higher prices for collection of 
small container commercial waste or the disposal of MSW.
Atlanta, Georgia Area
    26. In the Atlanta, Georgia area, the proposed acquisition would 
reduce from four to three the number of significant competitors in the 
collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Atlanta, Georgia 
area is approximately $60 million. After the acquisition, defendants 
would have approximately 50 percent of the total number of small 
container commercial collection routes in the market. Using a standard 
measure of market concentration called the ``HHI'' (defined and 
explained in Appendix A), the post-merger HHI for small container 
commercial waste

[[Page 76387]]

collection would be approximately 4064, an increase of 1225 points over 
the pre-merger HHI of 2839.
    27. The proposed acquisition also would reduce from four to three 
the number of significant competitors for the disposal of MSW in the 
Atlanta, Georgia area. Annual revenue from MSW disposal in this market 
is approximately $89 million. After the acquisition, defendants would 
have approximately 46 percent of the MSW disposal market. The post-
merger HHI for MSW disposal would be approximately 3864, an increase of 
953 points over the pre-merger HHI of 2911.
Cape Girardeau, Missouri Area
    28. In the Cape Girardeau, Missouri area, the proposed acquisition 
would reduce from four to three the number of significant competitors 
in the collection of small container commercial waste. Annual revenue 
from small container commercial waste collection in the Cape Girardeau, 
Missouri area is approximately $5 million. After the acquisition, 
defendants would have approximately 64 percent of the total number of 
small container commercial collection routes in the market. The post-
merger HHI for small container commercial waste collection would be 
approximately 4552, an increase of 2034 points over the pre-merger HHI 
of 2518.
    29. The proposed acquisition also would reduce from three to two 
the number of significant competitors for the disposal of MSW in the 
Cape Girardeau, Missouri area. Annual revenue from MSW disposal in this 
market is approximately $3 million. After the acquisition, defendants 
would have approximately 70 percent of the MSW disposal market. The 
post-merger HHI for MSW disposal would be approximately 5800, an 
increase of 2442 points over the pre-merger HHI of 3358.
Charlotte, North Carolina Area
    30. In the Charlotte, North Carolina area, the proposed acquisition 
would reduce from three to two the number of significant competitors in 
the collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Charlotte, North 
Carolina area is approximately $40 million. After the acquisition, 
defendants would have approximately 70 percent of the total number of 
small container commercial collection routes in the market. The post-
merger HHI for small container commercial waste collection would 
approximate 5456, an increase of 2340 points over the pre-merger HHI of 
3116.
    31. The proposed acquisition also would reduce from three to two 
the number of significant competitors for the disposal of MSW in the 
Charlotte, North Carolina area. Annual revenue from MSW disposal in 
this market is approximately $69 million. After the acquisition, 
defendants would have approximately 80 percent of the MSW disposal 
market. The post-merger HHI for MSW disposal would be approximately 
8652, an increase of 3794 points over the pre-merger HHI of 4918.
Cleveland, Ohio Area
    32. In the Cleveland, Ohio area, the proposed acquisition would 
reduce from four to three the number of significant competitors for the 
disposal of MSW. Annual revenue from MSW disposal in this market is 
approximately $68 million. After the acquisition, defendants would have 
approximately 56 percent of the MSW disposal market. The post-merger 
HHI for MSW disposal would be approximately 3837, an increase of 1570 
points over the pre-merger HHI of 2267.
Denver, Colorado Area
    33. In the Denver, Colorado area, the proposed acquisition would 
reduce from three to two the number of significant competitors for the 
disposal of MSW. Annual revenue from MSW disposal in this market is 
approximately $56 million. After the acquisition, defendants would have 
approximately 37 percent of the MSW disposal market, and the two 
largest competitors would have roughly 87 percent. The post-merger HHI 
for MSW disposal would be approximately 4104, an increase of 551 points 
over the pre-merger HHI of 3353.
Flint, Michigan Area
    34. In the Flint, Michigan area, the proposed acquisition would 
reduce from four to three the number of competitors for the disposal of 
MSW. Annual revenue from MSW disposal in this market is approximately 
$29 million. After the acquisition, defendants would have over 51 
percent of the MSW disposal market. The post-merger HHI for MSW 
disposal would be approximately 4311, an increase in excess of 827 
points over the pre-merger HHI of 3483.
Fort Worth, Texas Area
    35. In the Fort Worth, Texas area, the proposed acquisition would 
reduce from four to three the number of significant competitors in the 
collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Fort Worth, Texas 
area is approximately $55 million. After the acquisition, defendants 
would have approximately 42 percent of the total number of small 
container commercial collection routes in the market, and the two 
largest competitors would have approximately 70 percent of the market. 
The post-merger HHI for small container commercial waste collection 
would be approximately 2711, an increase of 783 points over the pre-
merger HHI of 1928.
    36. The proposed acquisition also would reduce from four to three 
the number of significant competitors for the disposal of MSW in the 
Fort Worth, Texas area. Annual revenue from MSW disposal in this market 
is approximately $84 million. After the acquisition, defendants would 
have over 55 percent of the MSW disposal market. The post-merger HHI 
for MSW disposal would be approximately 4428, an increase of 1332 
points over the pre-merger HHI of 3096.
Greenville-Spartanburg, South Carolina Area
    37. In the Greenville-Spartanburg area, the proposed acquisition 
would reduce from three to two the number of significant competitors in 
the collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Greenville-
Spartanburg area is approximately $41 million. After the acquisition, 
defendants would have approximately 69 percent of the total number of 
small container commercial collection routes in the market. The post-
merger HHI for small container commercial waste collection would be 
approximately 5714, an increase of 2173 points over the pre-merger HHI 
of 3541.
    38. The proposed acquisition also would reduce from three to two 
the number of significant competitors for the disposal of MSW in the 
Greenville-Spartanburg area. Annual revenue from MSW disposal in this 
market is approximately $40 million. After the acquisition, defendants 
would have approximately 50 percent of the MSW disposal market. The 
post-merger HHI for MSW disposal would be approximately 5000, an 
increase of 1226 points over the pre-merger HHI of 3774.
Houston, Texas Area
    39. In the Houston, Texas area, the proposed acquisition would 
reduce from three to two the number of significant competitors in the 
collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Houston, Texas area 
is approximately $109 million. After the acquisition, defendants would 
have approximately 56 percent of the total number of small container 
commercial collection routes in the market. The post-merger HHI for

[[Page 76388]]

small container commercial waste collection would be approximately 
4060, an increase of 1613 points over the pre-merger HHI of 2447.
    40. The proposed acquisition also would reduce from three to two 
the number of significant competitors for the disposal of MSW in the 
Houston, Texas area. Annual revenue from MSW disposal in this market is 
approximately $75 million. After the acquisition, defendants would have 
approximately 70 percent of the MSW disposal market. The post-merger 
HHI for MSW disposal would be approximately 5733, an increase of 2408 
points over the pre-merger HHI of 3325.
Lexington, Kentucky Area
    41. In the Lexington, Kentucky area, the proposed acquisition would 
reduce from three to two the number of significant competitors in the 
collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Lexington, Kentucky 
area is approximately $9 million. After the acquisition, defendants 
would have approximately 75 percent of the total number of small 
container commercial collection routes in the market. The post-merger 
HHI for small container commercial waste collection would be 
approximately 6250, an increase of 2500 points over the pre-merger HHI 
of 3750.
Los Angeles, California Area
    42. In the Los Angeles, California area, the proposed acquisition 
would reduce from four to three the number of significant competitors 
for the disposal of MSW. Annual revenue from MSW disposal in this 
market is approximately $372 million. After the acquisition, defendants 
would have approximately 39 percent of the MSW disposal market, and the 
two largest competitors would have 61 percent. The post-merger HHI for 
MSW disposal would be approximately 3070, an increase of 865 points 
over the pre-merger HHI of 2204.
Lubbock, Texas Area
    43. In the Lubbock, Texas area, the proposed acquisition would 
reduce from four to three the number of significant competitors in the 
collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Lubbock, Texas area 
is approximately $18 million. After the acquisition, defendants would 
have approximately 63 percent of the total number of small container 
commercial collection routes in the market. The post-merger HHI for 
small container commercial waste collection would be approximately 
4674, an increase of 1944 points over the pre-merger HHI of 2730.
Northwest Indiana Area
    44. In the Northwest Indiana area, the proposed acquisition would 
reduce from four to three the number of significant competitors in the 
collection of small container commercial waste. Annual revenue from 
small container commercial waste collection in the Northwest Indiana 
area is approximately $2.4 million. After the acquisition, defendants 
would have approximately 44 percent of the total number of small 
container commercial collection routes in the market. The post-merger 
HHI for small container commercial waste collection would be 
approximately 3586, an increase of 981 points over the pre-merger HHI 
of 2605.
    45. The proposed acquisition also would reduce from four to three 
the number of significant competitors for the disposal of MSW in the 
Northwest Indiana area. Annual revenue from MSW disposal in this market 
is approximately $28 million. After the acquisition, defendants would 
have approximately 64 percent of the MSW disposal market. The post-
merger HHI for MSW disposal would be approximately 4864, an increase of 
1718 points over the pre-merger HHI of 4111.
Philadelphia, Pennsylvania Area
    46. In the Philadelphia, Pennsylvania area, the proposed 
acquisition would reduce from three to two the number of significant 
competitors for the disposal of MSW. Annual revenue from MSW disposal 
in this market is approximately $126 million. After the acquisition, 
defendants would have approximately 52 percent of the MSW disposal 
market. The post-merger HHI for MSW disposal would be approximately 
4547, an increase of 1396 points over the pre-merger HHI of 3151.
San Francisco, California Area
    47. In the San Francisco, California area, the proposed acquisition 
would reduce from three to two the number of significant competitors 
for the disposal of MSW. Annual revenue from MSW disposal in this 
market is approximately $101 million. After the acquisition, defendants 
would have approximately 50 percent of the MSW disposal market. The 
post-merger HHI for MSW disposal would be approximately 4256, an 
increase of 1283 points over the pre-merger HHI of 2973.

D. Entry Into Small Container Commercial Waste Collection

    48. Significant new entry into small container commercial waste 
collection is difficult and time-consuming in the areas of Atlanta, 
Georgia; Cape Girardeau, Missouri; Charlotte, North Carolina; Fort 
Worth, Texas; Greenville-Spartanburg, South Carolina; Houston, Texas; 
Lexington, Kentucky; Lubbock, Texas; and Northwest Indiana. A new 
entrant into small container commercial waste collection cannot provide 
a significant competitive constraint on the prices charged by market 
incumbents until it achieves minimum efficient scale and operating 
efficiencies comparable to existing firms. In order to obtain a 
comparable operating efficiency, a new firm must achieve route 
densities similar to those of firms already competing in the market. 
However, the incumbent's ability to engage in price discrimination and 
enter into long-term contracts with collection customers is effective 
in preventing new entrants from winning a large enough base of 
customers to achieve efficient routes in sufficient time to constrain 
the post-acquisition firm from significantly raising prices. 
Differences in the service provided by an incumbent hauler to each 
customer permit the incumbent easily to meet competition from new 
entrants by pricing its services lower to any individual customer that 
wants to switch to the new entrant. Incumbent firms frequently also use 
three to five year contracts, which may automatically renew or contain 
large liquidated damage provisions for contract termination. Such 
contracts make it more difficult for a customer to switch to a new 
hauler in order to obtain lower prices for its collection service. By 
making it more difficult for new haulers to obtain customers, these 
practices increase the cost and time required by an entrant to form an 
efficient route, reducing the likelihood that the entrant ultimately 
will be successful.

E. Entry Into MSW Disposal

    49. Significant new entry into the disposal of MSW in the areas of 
Atlanta, Georgia; Cape Girardeau, Missouri; Charlotte, North Carolina; 
Cleveland, Ohio; Denver, Colorado; Flint, Michigan; Fort Worth, Texas; 
Greenville-Spartanburg, South Carolina; Houston, Texas; Los Angeles, 
California; Northwest Indiana; Philadelphia, Pennsylvania; and San 
Francisco, California would be difficult and time-consuming. Obtaining 
a permit to construct a new disposal facility or to expand an existing 
one is a costly and time-consuming process that typically takes many 
years to conclude. Suitable land is scarce. Even when land is 
available, local public opposition often increases the time and 
uncertainty of successfully permitting a facility. It is

[[Page 76389]]

also difficult to overcome environmental concerns and satisfy other 
governmental requirements.
    50. Where it is not practical to construct and permit a landfill, 
it is necessary to use an incinerator to dispose of waste, or a 
transfer station to facilitate the use of more distant disposal 
options. Many of the problems associated with the permitting and 
construction of a landfill likewise make it difficult to permit and 
construct a transfer station or incinerator.
    51. In the areas of Atlanta, Georgia; Cape Girardeau, Missouri; 
Charlotte, North Carolina; Cleveland, Ohio; Denver, Colorado; Flint, 
Michigan; Fort Worth, Texas; Greenville-Spartanburg, South Carolina; 
Houston, Texas; Los Angeles, California; Northwest Indiana; 
Philadelphia, Pennsylvania; and San Francisco, California, entry by 
constructing and permitting a new MSW disposal facility would be costly 
and time-consuming, and unlikely to prevent market incumbents from 
significantly raising prices for the disposal of MSW following the 
acquisition.

V. Violation Alleged

    52. Republic's proposed acquisition of all Allied voting securities 
and waste hauling or disposal assets in the areas of Atlanta, Georgia; 
Cape Girardeau, Missouri; Charlotte, North Carolina; Cleveland, Ohio; 
Denver, Colorado; Flint, Michigan; Fort Worth, Texas; Greenville-
Spartanburg, South Carolina; Houston, Texas; Lexington, Kentucky; Los 
Angeles, California; Lubbock, Texas; Northwest Indiana; Philadelphia, 
Pennsylvania; and San Francisco, California likely will lessen 
competition substantially and tend to create a monopoly in interstate 
trade and commerce in violation of Section 7 of the Clayton Act.
    53. The transaction likely will have the following effects, among 
others:
    a. Competition in small container commercial waste collection 
service in the areas of Atlanta, Georgia; Cape Girardeau, Missouri; 
Charlotte, North Carolina; Fort Worth, Texas; Greenville-Spartanburg, 
South Carolina; Houston, Texas; Lexington, Kentucky; Lubbock, Texas; 
and Northwest Indiana will be lessened substantially;
    b. Prices charged by small container commercial waste collection 
firms in the areas of Atlanta, Georgia; Cape Girardeau, Missouri; 
Charlotte, North Carolina; Fort Worth, Texas; Greenville-Spartanburg, 
South Carolina; Houston, Texas; Lexington, Kentucky; Lubbock, Texas; 
and Northwest Indiana will increase;
    c. Competition in the disposal of MSW in the areas of Atlanta, 
Georgia; Cape Girardeau, Missouri; Charlotte, North Carolina; 
Cleveland, Ohio; Denver, Colorado; Flint, Michigan; Fort Worth, Texas; 
Greenville-Spartanburg, South Carolina; Houston, Texas; Los Angeles, 
California; Northwest Indiana; Philadelphia, Pennsylvania; and San 
Francisco, California will be lessened substantially; and
    d. Prices for disposal of MSW in the areas of Atlanta, Georgia; 
Cape Girardeau, Missouri; Charlotte, North Carolina; Cleveland, Ohio; 
Denver, Colorado; Flint, Michigan; Fort Worth, Texas; Greenville-
Spartanburg, South Carolina; Houston, Texas; Los Angeles, California; 
Northwest Indiana; Philadelphia, Pennsylvania; and San Francisco, 
California will increase.

VI. Requested Relief

    Plaintiffs request:
    1. That Republic's proposed acquisition of all Allied's issued and 
outstanding voting securities be adjudged and decreed to be unlawful 
and in violation of Section 7 of the Clayton Act;
    2. That defendants be permanently enjoined from carrying out the 
acquisition of voting securities described in the stock purchase 
agreement dated June 22, 2008, or from entering into or carrying out 
any agreement, understanding, or plan, the effect of which would be to 
merge the voting securities or assets of the defendants;
    3. That plaintiffs receive such other and further relief as the 
case requires and the Court deems proper; and
    4. That plaintiffs recover the costs of this action.

Dated: December 3, 2008
Respectfully submitted,
For Plaintiff United States of America
/s/--------------------------------------------------------------------
Deborah A. Garza,
Acting Assistant Attorney General, D.C. Bar #359259

/s/--------------------------------------------------------------------
Maribeth Petrizzi,
Chief, Litigation II Section, D.C. Bar #435204

/s/--------------------------------------------------------------------
David L. Meyer,
Principal Deputy Assistant Attorney General, D.C. Bar #414420

/s/--------------------------------------------------------------------
Dorothy B. Fountain,
Assistant Chief, Litigation II Section, D.C. Bar #439469

/s/--------------------------------------------------------------------
Patricia A. Brink,
Deputy Director of Operations

Lowell R. Stern, (D.C. Bar 440487)
Alexander Krulic (D.C. Bar 490070)
Carolyn Davis
Michael K. Hammaker
Stephen A. Harris
Leslie D. Peritz
Ferdose Al-Taie
Brian E. Rafkin
Attorneys, United States Department of Justice, Antitrust Division, 
Litigation II Section, 1401 H Street, NW., Suite 3000, Washington, D.C. 
20530, (202) 514-3676

Dated: December 3, 2008
For Plaintiff State of California
Edmund G. Brown Jr.,
Attorney General

Kathleen E. Foote,
Senior Assistant Attorney General

Sangeetha M. Raghunathan,
Deputy Attorney General

By:

/s/--------------------------------------------------------------------
Nicole S. Gordon,
Deputy Attorney General, 455 Golden Gate Avenue, San Francisco, CA 
94102, Tel.: (415) 703-5702, Fax: (415) 703-5480, Email: 
nicole.gordon@doj.ca.gov

For Plaintiff Commonwealth of Kentucky
Jack Conway,
Attorney General

By:

/s/--------------------------------------------------------------------
C. Terrell Miller,
Assistant Attorney General

/s/--------------------------------------------------------------------
Maryellen B. Mynear,
Branch Manager, Litigation, Consumer Protection Division, 1024 Capital 
Center Drive, Frankfort, KY 40601, Tel.: (502) 696-5389, Fax: (502) 
573-8317, Email: Terrell.Miller@ag.ky.gov

For Plaintiff State of Michigan
Michael A. Cox,
Attorney General

By:

/s/--------------------------------------------------------------------
M. Elizabeth Lippitt,
Assistant Attorney General, Consumer Protection Division, Antitrust 
Section, Attorneys for the State of Michigan, G. Mennen Williams 
Building, 6th Floor, 525 W. Ottawa Street, Lansing, Michigan 48913, 
Tel.: (517) 335-0855, Fax: (517) 335-1935, Email: Lippitte@michigan.gov

For Plaintiff State of North Carolina
Roy Cooper,
Attorney General

By:

/s/--------------------------------------------------------------------
K. D. Sturgis,
Assistant Attorney General, North Carolina Department of Justice, 9001

[[Page 76390]]

Mail Service Center, Raleigh, NC 27699-9001, Tel.: (919) 716.6000, Fax: 
919-716-6050, Email: KSturgis@ncdoj.gov

For Plaintiff State of Ohio
Nancy H. Rogers,
Attorney General

By:

/s/--------------------------------------------------------------------
Jennifer L. Pratt,
Chief, Antitrust Section

Mitchell L. Gentile,
Principal Attorney, Antitrust Section

Office of the Ohio Attorney General, 150 East Gay St., 23rd Floor, 
Columbus, Ohio 43215, Tel.: (614) 466-4328, Fax: (614) 995-0266, Email: 
Jpratt@ag.state.oh.us

For Plaintiff Commonwealth of Pennsylvania
Thomas W. Corbett, Jr.,
Attorney General

By:

/s/--------------------------------------------------------------------
James A. Donahue, III,
Chief Deputy Attorney General

Jennifer J. Kirk,
Deputy Attorney General

Norman J. Marden,
Deputy Attorney General 

Antitrust Section, 14th Floor, Strawberry Square, Harrisburg, PA 17120, 
Tel.: (717) 787-4530, Fax: (717) 705-7110, Email: 
jdonahue@attorneygeneral.gov

For Plaintiff State of Texas
Greg Abbott,
Attorney General

C. Andrew Weber,
First Assistant Attorney General

Jeff L. Rose,
Deputy Attorney General for Litigation

Mark Tobey,
Chief, Antitrust Division

By:

/s/--------------------------------------------------------------------
Kim Van Winkle,
Texas Bar #24003104, Antitrust Division, Office of the Attorney 
General, P.O. Box 12548, Austin, TX 78711-2548, Tel.: (512) 463-1266, 
Fax: (512) 320-0975, Email: Kim.Vanwinkle@oag.state.tx.us

Appendix A

Herfindahl-Hirschman Index Calculations

    ``HHI'' means the Herfindahl-Hirschman Index, a commonly accepted 
measure of market concentration. It is calculated by squaring the 
market share of each firm competing in the market and then summing the 
resulting numbers. For example, for a market consisting of four firms 
with shares of thirty, thirty, twenty, and twenty percent, the HHI is 
2600 (302 + 302 + 202 + 202 
= 2,600). The HHI takes into account the relative size and distribution 
of the firms in a market and approaches zero when a market consists of 
a large number of firms of relatively equal size. The HHI increases 
both as the number of firms in the market decreases and as the 
disparity in size between those firms increases.
    Markets in which the HHI is between 1,000 and 1,800 points are 
considered to be moderately concentrated and those in which the HHI is 
in excess of 1,800 points are considered to be highly concentrated. 
Transactions that increase the HHI by more than 100 points in highly 
concentrated markets presumptively raise antitrust concerns under the 
Horizontal Merger Guidelines issued by the U.S. Department of Justice 
and the Federal Trade Commission. See Horizontal Merger Guidelines 
Sec.  1.51.

United States District Court for the District of Columbia

    United States of America, State of California, Commonwealth of 
Kentucky, State of Michigan, State of North Carolina, State of Ohio, 
Commonwealth of Pennsylvania, and State of Texas, Plaintiffs, v. 
Republic Services, Inc., and Allied Waste Industries, Inc., 
Defendants.

Civil Action No.:
Description: Antitrust
Judge:
Date Stamp:

Proposed Final Judgment

    Whereas, plaintiffs, the United States of America, the State of 
California, the Commonwealth of Kentucky, the State of Michigan, the 
State of North Carolina, the State of Ohio, the Commonwealth of 
Pennsylvania, and the State of Texas, filed their Complaint on December 
3, 2008; the plaintiffs and defendants, Republic Services, Inc. and 
Allied Waste Industries, Inc., by their respective attorneys, have 
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 against or admission by any party 
regarding any issue of law or fact;
    And whereas, defendants agree to be bound by the provisions of this 
Final Judgment pending its approval by the Court;
    And whereas, the essence of this Final Judgment is the prompt and 
certain divestiture of the Divestiture Assets to assure that 
competition is not substantially lessened;
    And whereas, the United States requires defendants to make certain 
divestitures for the purpose of remedying the loss of competition 
alleged in the Complaint;
    And whereas, defendants have represented to the United States that 
the divestitures required below 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 
provisions contained below;
    Now, Therefore, before any testimony is taken, without trial or 
adjudication of any issue of fact or law, and upon consent of the 
parties, it is hereby ordered, adjudged, and decreed:

I. Jurisdiction

    This Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against the defendants under Section 7 of the 
Clayton Act, as amended, 15 U.S.C. 18.

II. Definitions

    As used in this Final Judgment:
    A. ``Acquirer'' or ``Acquirers'' means the entity or entities to 
whom defendants divest the Divestiture Assets.
    B. ``Allied'' means defendant Allied Waste Industries, Inc., a 
Delaware corporation with its headquarters in Phoenix, Arizona, its 
successors, assigns, subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and all of their directors, officers, 
managers, agents, and employees.
    C. ``Republic'' means defendant Republic Services, Inc., a Delaware 
corporation headquartered in Ft. Lauderdale, Florida, its successors, 
assigns, subsidiaries, divisions, groups, affiliates, partnerships, and 
joint ventures, and all of their directors, officers, managers, agents, 
and employees.
    D. ``Disposal'' means the business of disposing of waste into 
approved disposal sites, including the use of transfer stations to 
facilitate shipment of waste to other disposal sites.
    E. ``Divestiture Assets'' means the Relevant Disposal Assets and 
the Relevant Hauling Assets.
    F. ``Hauling'' means small container commercial waste collection 
from customers and the shipment of the collected waste to disposal 
sites. Hauling, as used herein, does not include collection of roll-off 
containers.
    G. ``Route'' means a group of customers receiving regularly 
scheduled small container commercial waste collection service and all 
tangible and intangible assets relating to the route, as of October 31, 
2008 (except for de

[[Page 76391]]

minimis changes, such as customers lost and gained in the ordinary 
course of business), including capital equipment, trucks and other 
vehicles (those assigned to routes and a pro-rata share of spare 
vehicles); containers (at the customer location and a pro-rata share of 
spares); supplies (pro-rata share); and if requested by the Acquirer, 
the real property and improvements to real property (e.g., garages and 
buildings that support the route) as specified in Section II, paragraph 
I below; customer lists; customer and other contracts; leasehold 
interests; permits/licenses and accounts receivable, excluding 
franchise customers.
    H. ``Relevant Disposal Assets'' means, unless otherwise noted, with 
respect to each transfer station and landfill listed and described 
herein, all of defendants' rights, titles, and interests in any 
tangible asset related to each transfer station and landfill listed, 
including all fee simple or ownership rights to offices, garages, 
related facilities, capital equipment, trucks and other vehicles, 
scales, power supply equipment, and supplies; and all of defendants' 
rights, titles, and interests in any related intangible assets, 
including all leasehold interests and renewal rights thereto, permits, 
customer lists, contracts, and accounts, or options to purchase any 
adjoining property. Relevant Disposal Assets, as used herein, includes 
each of the following:

1. Landfills and Landfill Disposal Agreements

a. Charlotte, North Carolina
    Allied's Anson County Landfill, located at 375 Allied Road, 
Polkton, North Carolina 28135;
b. Cleveland, Ohio
    Allied's Superior Oakland Marsh Landfill, located at 170 Noble Road 
East, Shiloh, Ohio 44878;
 c. Denver, Colorado
    Republic's Front Range Landfill, located at 1830 Weld Company Road 
5, Erie, Colorado 80516;
 d. Flint, Michigan
    Republic's Brent Run Landfill, located at 8247 Vienna Road, 
Montrose, Michigan 48457;
e. Fort Worth, Texas
    At the Acquirer's option, (i) Allied's Turkey Creek Landfill, 
located at 9100 South I-35 West Exit 21, Alvarado, Texas 76009, or (ii) 
all of Allied's rights, titles, and interests in the Fort Worth 
Southeast Landfill, located at 6900 Dick Price Road, Kennedale, Texas 
76060, provided that the City of Fort Worth, owner of the Fort Worth 
Southeast Landfill, approves in advance the sale or assignment of 
Allied's rights, titles, and interests in the landfill to the Acquirer. 
If an Acquirer opts to purchase all of Allied's rights, titles, and 
interests in the Fort Worth Southeast Landfill, defendants will use 
their best efforts to secure the City of Fort Worth's approval.
f. Greenville-Spartanburg, South Carolina
    Allied's Anderson Regional Landfill, located at 203 Landfill Road, 
Anderson, South Carolina 29627;
g. Houston, Texas
    (1) Republic's Seabreeze Environmental Landfill, located at 10310 
FM-523, Angleton, Texas 77515; and
    (2) Rights to landfill disposal, at rates to be negotiated, at 
Allied's Blue Ridge Landfill, located at 2200 FM-521 Road, Fresno, 
Texas 77545, pursuant to which defendants will reserve capacity for an 
Acquirer for MSW disposal under the following minimum terms and 
conditions:
    a. A term of ten (10) years from the date of sale of the Relevant 
Hauling Assets for the Houston, Texas area;
    b. The Acquirer may dispose of 600 tons per day of MSW (``Minimum 
Disposal Amount'') and no more than 1,000 tons per day of direct-haul 
MSW (``Maximum Disposal Amount'') at the Blue Ridge Landfill (``Maximum 
Disposal Amount''), during each six (6) calendar month period during 
the term of the agreement, to be pro rated for any partial periods at 
the beginning and end of the agreement. The agreement may also provide 
that if the Acquirer disposes of less than the prevailing Minimum 
Disposal Amount during any such six (6) month period, then the Minimum 
Disposal Amount and the Maximum Disposal Amount may be reduced for the 
remainder of the disposal agreement term by a tonnage amount equal to 
the shortfall amount.
    c. For the Acquirer of the landfill disposal agreement, defendants 
must commit to operate the Blue Ridge 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; and
    d. At any time during the life of the agreement, the Acquirer has 
the right to terminate the agreement upon ninety (90) days' written 
notice to defendants.
h. Los Angeles, California
    Republic's Chiquita Canyon Sanitary Landfill, 29201 Henry Mayo 
Drive, Valencia, California 91355;
i. Northwest Indiana
    At the option of the Acquirer of the Valparaiso Transfer Station, 
landfill disposal rights, at rates to be negotiated, at Allied's Newton 
County Development Corporation Landfill (``Newton County Landfill''), 
located at 2266 East 500 South Road, Brook, Indiana 47922, pursuant to 
which defendants will offer to reserve 350 tons per day of capacity for 
an Acquirer for MSW disposal at Newton County Landfill, under the 
following minimum terms and conditions:
    (1) A term of two (2) years from the date of sale of the Valparaiso 
Transfer Station;
    (2) The Acquirer may dispose of up to 350 tons per day of MSW at 
Newton County Landfill;
    (3) For the Acquirer of the landfill disposal agreement, defendants 
must commit to operate the Newton County 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 Northwest Indiana area, except as to price and 
credit terms; and
    (4) At any time during the life of the agreement, the Acquirer has 
the right to terminate the agreement upon thirty (30) days' written 
notice to defendants.
j. Philadelphia, Pennsylvania
    At the option of the Acquirer of the Girard Point Transfer Station 
and the Philadelphia Recycling and Transfer Station, rights to landfill 
disposal, at rates to be negotiated, at Republic's Modern Landfill, 
located at 4400 Mount Pisgah Road, York, Pennsylvania 17402, pursuant 
to which defendants will reserve capacity for an Acquirer for MSW 
disposal at Modern Landfill, under the following minimum terms and 
conditions:
    (1) A term of eighteen (18) months from the date of sale of the 
Girard Point Transfer Station and the Philadelphia Recycling and 
Transfer Station;
    (2) The Acquirer may dispose of up to 1300 tons per day of MSW at 
the Modern Landfill;
    (3) For the Acquirer of the landfill disposal agreement, defendants 
must commit to operate the Modern 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

[[Page 76392]]

Philadelphia, Pennsylvania area, except as to price and credit terms; 
and
    (4) At any time during the life of the agreement, the Acquirer has 
the right to terminate the agreement upon thirty (30) days' written 
notice to defendants.
k. San Francisco, California
    Republic's Potrero Hills Sanitary Landfill, located at 3675 Potrero 
Hills Lane, Suisun, California 94585, except that Republic need not 
convey (i) the right to control the location of disposal for waste 
volumes that Republic has disposed of at Potrero Hills Sanitary 
Landfill via transfer through the Golden Bear Transfer Station or 
contracts covering the disposal of such waste, or (ii) contracts 
between the Republic subsidiary that owns Potrero Hills Sanitary 
Landfill and Alameda County Industries to the extent those contracts 
govern disposal of waste at Vasco Road Landfill.

2. Transfer Stations

a. Atlanta, Georgia
    (i) Republic's Central Gwinnett Transfer Station, located at 535 
Seaboard Industrial Drive, Lawrenceville, Georgia 30045; and
    (ii) Allied's BFI Smyrna Transfer Station, located at 4696 South 
Cobb Drive, Smyrna, Georgia 30080;
b. Cape Girardeau, Missouri
    Allied's Jackson Solid Waste Transfer Station, located at 2004 Lee 
Avenue, Hwy 25 N, Jackson, Missouri 63755;
c. Charlotte, North Carolina
    Republic's Queen City Transfer Station, located at 3130 Jeff Adams 
Drive, Charlotte, North Carolina 28206;
d. Cleveland, Ohio
    Republic's Harvard Road Transfer Station, located at 3227 Harvard 
Road, Newburgh Heights, Ohio 44105;
e. Greenville-Spartanburg, South Carolina
    Allied's Greer Transfer Station, located at 590 Gilliam Road, 
Greer, South Carolina 29651;
f. Houston, Texas
    Republic's Hardy Road Transfer Station, located at 18784 Hardy 
Road, Houston, Texas 77073;
g. Northwest Indiana
    Allied's Valparaiso Transfer Station, located at 3101 Bertholet 
Boulevard, Valparaiso, Indiana 46383; and
h. Philadelphia, Pennsylvania
    (i) Republic's Girard Point Transfer Station, located at 3600 South 
26th Street, Philadelphia, Pennsylvania 19145; and
    (ii) Allied's Philadelphia Recycling and Transfer Station, located 
at 2209 South 58th Street, Philadelphia, Pennsylvania 19143.
    I. ``Relevant Hauling Assets,'' unless otherwise noted, means the 
small container commercial waste collection routes and other assets 
listed below:

1. Atlanta, Georgia

    (a) Allied's small container commercial waste collection routes 
123, 130, 131, 132, 133, 136, 137, 138, 141, 142, 144, 146, and 147; 
and (b) at the Acquirer's option, the hauling facility located at 1581 
Fulenwider Road, Gainesville, Georgia;

2. Cape Girardeau, Missouri

    (a) Allied's small container commercial waste collection routes 790 
and 791; and (b) at the Acquirer's option, the hauling facility located 
at 281 Rambler Road, Jackson, Missouri;

3. Charlotte, North Carolina

    (a) Republic's small container commercial waste collection routes 
A001, A002, A003, A004, A005, A007, A008, A009, A010, and A012; and (b) 
at the Acquirer's option, the hauling facility located at 5516 
Rozzelles Ferry Road, Charlotte, North Carolina;

4. Fort Worth, Texas

    (a) Republic's small container commercial waste collection routes 
VA, VB, VC, VD, and VE; and (b) notwithstanding any other provision of 
this Final Judgment, in the event an Acquirer purchases Allied's 
rights, titles and interests in the Fort Worth Southeast Landfill, the 
Acquirer shall have the option to lease a sufficient portion of the 
Republic yard located at 1212 Harrison Avenue, Arlington, Texas for a 
period of six (6) months with an option to renew for one additional six 
(6) month period, under a lease to permit the Acquirer to support fully 
the operation of the divested small container commercial waste 
collection routes and the potential growth of the divested hauling 
business to include additional routes;

5. Greenville-Spartanburg, South Carolina

    (a) Allied's small container commercial waste collection routes 
701, 704, 705, 708, 714, 718, 719, and 720; and (b) at the Acquirer's 
option, the hauling facility located at 101 Rogers Bridge Road, Duncan, 
South Carolina;

6. Houston, Texas

    (a) Republic's small container commercial waste collection routes 
A002, A004, A005, A006, A008, A009, A010, A011, A012, A017, A024, A027, 
A028, A029, A031, A034, A035, A038, A040, A042, A043, A044, A045, A046, 
A049, A052, A053, A054, A055, A058, A059, and A060; and (b) at the 
Acquirer's option, the hauling facility located at 2010 Wilson Road, 
Houston, Texas;

7. Lexington, Kentucky

    (a) Republic's small container commercial waste collection routes 
31, 32, 34, 36, and 37; and (b) at the Acquirer's option, the hauling 
facility located at 4000 Park Central Court, Nicholasville, Kentucky;

8. Lubbock, Texas

    (a) Allied's small container commercial waste collection routes 
1711, 1713, 1714, 1911, 1912, 1913, and 1914; and (b) at the Acquirer's 
option, the hauling facility located at 1812 CR-60, Lubbock, Texas; and

9. Northwest Indiana

    (a) Allied's small container commercial waste collection routes 
150, 751, 754, 756, and 757; and (b) at the Acquirer's option, the 
hauling facility located at 3101 Bertholet Boulevard, Valparaiso, 
Indiana.
    J. ``Relevant State'' means the state or commonwealth in which the 
Divestiture Assets are located, provided, however, that state or 
commonwealth is a party to this Final Judgment.
    K. ``Small container commercial waste collection'' means the 
business of collecting municipal solid waste from commercial and 
industrial accounts, usually in ``dumpsters'' (i.e., a small container 
with one to ten cubic