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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

______________________________________
)   
UNITED STATES OF AMERICA,)
STATE OF ILLINOIS,)
                    and)
STATE OF MISSOURI,) Civil No.: 1:99CV0894
) Judge Ricardo Urbina
                    Plaintiffs,) Filed: 4/8/99
)   
          v.)   
)   
ALLIED WASTE INDUSTRIES, INC.,)   
                    and)   
BROWNING-FERRIS INDUSTRIES, INC.,)   
)   
                    Defendants.)   
______________________________________)

FINAL JUDGMENT

    WHEREAS, plaintiffs, the United States of America, the State of Illinois, and the State of
Missouri, and defendants Allied Waste Industries, Inc., ("Allied"), and Browning-Ferris
Industries, Inc. ("BFI"), 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 this Final
Judgment constituting any evidence against or an admission by any party with respect to any
issue of law or fact herein; and that this Final Judgment shall settle all claims made by plaintiffs
in their Complaint filed on April 8, 1999;

    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 this Final Judgment is, in the event of the acquisition of
certain BFI assets by Allied, the prompt and certain divestiture of the identified assets to assure
that competition is not substantially lessened;

    AND WHEREAS, plaintiffs require Allied to make certain divestitures for the purpose of
establishing a viable competitor in the commercial waste hauling business in the St. Louis area;

    AND WHEREAS, Allied has represented to plaintiffs that the divestitures ordered herein
can and will be made and that Allied will later raise no claims of hardship or difficulty as
grounds for asking the Court to modify any of the divestiture provisions contained below;

    AND WHEREAS, the United States, the states of Illinois and Missouri currently believe
that entry of this Final Judgment is in the public interest;

    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. § 18).


II.
DEFINITIONS

    As used in this Final Judgment:

    A.  "Allied" means defendant Allied Waste Industries, Inc., a Delaware corporation
with its headquarters in Scottsdale, Arizona and includes its successors and assigns, and its
subsidiaries, divisions, groups, affiliates, directors, officers, managers, agents, and employees.

    B.  "BFI" means defendant Browning-Ferris Industries, Inc., a Delaware corporation
with its headquarters in Houston, Texas, and includes its successors and assigns, and its
subsidiaries, divisions, groups, affiliates, directors, officers, managers, agents, and employees.

    C.  "Commercial waste hauling" means the collection and transportation to a disposal
site of trash and garbage (but not medical waste; organic waste; special waste, such as
contaminated soil; sludge; or recycled materials) from commercial and industrial customers.
Commercial waste hauling means using frontend load and rearend load trucks to service small
containers in the St. Louis market. Typical customers include office and apartment buildings and
retail establishments (e.g., stores and restaurants).

    D.  "Small container" means a 1 to 10 cubic yard container typically made of steel
and often known as a dumpster.

    E.  "Relevant Hauling Assets" means (1) BFI Illinois commercial waste hauling
routes 906, 909, 916 and 940 (as described in Exhibit A) and BFI Missouri commercial waste
hauling routes 902, 904, 906, 907, 908, 921, 926 and 940 (as described in Exhibit B) including
Saturday service in connection with the customers serviced on those routes; (2) all tangible
assets, including capital equipment, trucks and other vehicles, containers, interests, permits, and
supplies [except real property and improvements to real property (i.e., buildings)] used in
connection with those routes; and (3) all intangible assets, including hauling-related customer
lists, contracts and accounts used in connection with those routes.

    F.  "St. Louis market" means the City of St. Louis and St. Louis County, Missouri;

and the Illinois counties of St. Clair, Madison and Monroe.

    G.  "Relevant State" means the state in which the Relevant Hauling Assets are
located.

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 concert or participation with any of them who shall have received actual notice of this
Final Judgment by personal service or otherwise.

    B.  Allied shall require, as a condition of the sale or other disposition of all or
substantially all of its relevant hauling assets, that the acquiring party agree to be bound by the
provisions of this Final Judgment.

IV.
DIVESTITURES

    A.  Allied is 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 Hold
Separate Stipulation and Order in this case, or five (5) days after notice of the entry of this Final
Judgment by the Court, whichever is later, to sell the Relevant Hauling Assets as a viable,
ongoing business to a purchaser acceptable to the United States in its sole discretion, after
consultation with the Relevant State.

    B.  Allied shall use its best efforts to accomplish the divestitures as expeditiously 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.

    C.  In accomplishing the divestitures ordered by this Final Judgment, Allied promptly
shall make known, by usual and customary means, the availability of the Relevant Hauling
Assets. Allied 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. Allied shall also offer to furnish to all prospective purchasers, subject to
customary confidentiality assurances, all information regarding the Relevant Hauling Assets
customarily provided in a due diligence process except such information subject to attorney-
client privilege or attorney work-product privilege. Allied shall make available such information
to the plaintiffs at the same time that such information is made available to any other person.

    D.  Allied shall not interfere with any negotiations by any purchaser to employ any
Allied (or former BFI employee) who works at, or whose principal responsibility concerns, any
hauling business that is part of the Relevant Hauling Assets.

    E.  As customarily provided as part of a due diligence process, Allied shall permit
prospective purchasers of the Relevant Hauling Assets to have access to personnel and to make
such inspection of such assets; access to any and all environmental, zoning, and other permit
documents and information; and access to any and all financial, operational, or other documents
and information.

    F.  Allied shall warrant to any and all purchasers of the Relevant Hauling Assets that
each asset will be operational on the date of sale.

    G.  Allied shall not take any action, direct or indirect, that will impede in any way the
operation of the Relevant Hauling Assets.

    H.  Allied shall warrant to the purchaser of the 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 with respect to all Relevant Hauling assets, Allied will not undertake, directly
or indirectly, following the divestiture of each asset, any challenges to the environmental, zoning,
or other permits pertaining to the operation of the asset.

    I.  Unless the United States, after consultation with the Relevant State, otherwise
consents in writing, the divestitures pursuant to Section IV, whether by Allied or by trustee
appointed pursuant to Section V of this Final Judgment, shall include all 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 Hauling Assets can and will be used by the purchaser as part of a viable,
ongoing business or businesses engaged in waste hauling. The divestiture, 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's sole satisfaction, after consultation with the
Relevant State, that the purchaser: (1) has the capability and intent of competing effectively in
the waste hauling business in the Relevant Area; (2) has or soon will have the managerial,
operational, and financial capability to compete effectively in the commercial waste hauling
business in the St. Louis market; and (3) is not hindered by the terms of any agreement between
the purchaser and Allied which gives Allied 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 St. Louis market.

V.
APPOINTMENT OF TRUSTEE

    A.  In the event that Allied has not sold the Relevant Hauling Assets within the time
period 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 such
asset not sold.

    B.  After the appointment of a trustee becomes effective, only the trustee shall have
the right to sell the Relevant Hauling Assets. The trustee shall have the power and authority to
accomplish any and all divestitures at the best price then obtainable upon a reasonable effort by
the trustee, subject to the provisions of Sections IV and VIII of this Final Judgment, and shall
have such other powers as the Court shall deem appropriate. Subject to Section V(C) of this
Final Judgment, the trustee shall have the power and authority to hire at the cost and expense of
Allied 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. 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, upon consultation with the Relevant State, and shall have such other powers as this Court
shall deem appropriate. Allied shall not object to a sale by the trustee on any grounds other than
the trustee's malfeasance. Any such objections by Allied must be conveyed in writing to the
relevant plaintiffs and the trustee within 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 Allied, on such terms and
conditions as the Court may prescribe, and shall account for all monies derived from the sale of
each 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 Allied and the trust 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.  Allied shall use its 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 Allied 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. Allied shall permit bona fide prospective
acquirers of each 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 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.
NOTIFICATION

    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, Allied or the trustee,
whichever is then responsible for effecting the divestiture, shall notify plaintiffs of the proposed
divestiture. If the trustee is responsible, it shall similarly notify Allied. 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 plaintiffs of
such notice, the United States, in its sole discretion, after consultation with the Relevant State,
may request from Allied, the proposed purchaser, or any other third party additional information
concerning the proposed divestiture and the proposed purchaser. Allied 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 plaintiffs have been provided
the additional information requested from Allied, the proposed purchaser, and any third party,
whichever is later, the United States, after consultation with the Relevant State, shall provide
written notice to Allied 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 Allied and the trustee that it
does not object, then the divestiture may be consummated, subject only to Allied's 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 shall not be consummated. Upon
objection by Allied under the provision in Section V(B), a divestiture proposed under Section V
shall not be consummated unless approved by the Court.

VII.
AFFIDAVITS

    A.  Within twenty (20) calendar days of the filing of the Hold Separate Stipulation
and Order 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, Allied 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 describe in detail each contact with any such person during that period.
Each such affidavit shall also include a description of the efforts that Allied has taken to solicit a
buyer for any and all 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 Allied, including limitations on information,
shall be made within fourteen (14) days of receipt of such affidavit.

    B.  Within twenty (20) calendar days of the filing of the Hold Separate Stipulation
and Order in this matter, Allied shall deliver to plaintiffs an affidavit which describes in detail all
actions Allied has taken and all steps Allied has implemented on an on-going basis to preserve
the Relevant Hauling Assets pursuant to Section VIII 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, Allied's efforts to maintain and operate each Relevant Hauling Asset as an active
competitor, maintain the management, staffing, sales, marketing and pricing of each asset, and
maintain each asset in operable condition at current capacity configurations. Allied shall deliver
to plaintiffs an affidavit describing any changes to the efforts and actions outlined in Allied's
earlier affidavit(s) filed pursuant to this Section within fifteen (15) calendar days after the change
is implemented.

    C.  Until one year after such divestiture has been completed, Allied shall preserve all
records of all efforts made to preserve the Relevant Hauling Assets and to effect the ordered
divestitures.

VIII.
HOLD SEPARATE ORDER

    Until the divestitures required by the Final Judgment have been accomplished, Allied
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 the Relevant
Hauling Assets.

IX.
FINANCING

    Allied is 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.

X.
CONTRACTUAL REVISIONS

        A.  In accordance with paragraph X B, below, Allied shall alter the contracts it uses
with its small container solid waste commercial customers in the St. Louis market to the form
contained in the attached Exhibit C, except for contracts for terms of less than two years.

        B.  Except for contracts for terms of less than two years, Allied shall offer contracts
in the form attached as Exhibit C to all new small container solid waste commercial customers or
customers that sign new contracts for small container solid waste commercial service effective on
the date Allied acquires the BFI assets. Allied shall offer such contracts to all other small
container solid waste commercial customers in the St. Louis market by December 1, 1999.

XI.
ACQUISITIONS

    Allied is hereby ordered and directed that for a period of five (5) years after notice of the
entry of this Final Judgment, Allied shall not acquire any commercial waste hauling company,
any commercial waste hauling route, or any relevant hauling assets located in the City of St.
Louis, Missouri; St. Louis County, Missouri; and in the Illinois counties of St. Clair, Madison
and Monroe.

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 Relevant State, and on reasonable notice to Allied made to its principal
offices, shall be permitted:

    (1)  Access during office hours of Allied to inspect and copy all books, ledgers,
        accounts, correspondence, memoranda, and other records and documents in the
        possession or under the control of Allied, who may have counsel present, relating
        to the matters contained in this Final Judgment and the Hold Separate Stipulation
        and Order; and

    (2)  Subject to the reasonable convenience of Allied and without restraint or
        interference from it, to interview, either informally or on the record, its 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 of any Relevant State, Allied 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
XII 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 Relevant State, except in the course of legal proceedings to
which the United States or any Relevant State 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 Allied to plaintiffs,
Allied represents and identifies 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 Allied marks 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 Allied prior to divulging such material in any legal proceeding
(other than a grand jury proceeding) to which Allied is 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: July 29, 1999

                             __________/s/______________
                               Judge Ricardo Urbina
                               United States District Judge