Item 1.01. Entry into a Material Definitive Agreement.
On November 25, 2008, Allied Waste Industries, Inc. ("Allied") entered into a Letter Agreement (the "Letter Agreement") with Republic Services, Inc. ("Republic") in furtherance of their respective obligations under the Agreement and Plan of Merger, dated as of June 22, 2008, as amended July 31, 2008 (the "Merger Agreement"), among Republic, RS Merger Wedge, Inc., a wholly owned subsidiary of Republic, and Allied, to use reasonable efforts to ensure that the ratings condition of the Merger Agreement is satisfied. In the Letter Agreement, Republic and Allied agreed to provide, and to cause substantially all of their respective subsidiaries to provide, guaranties of certain indebtedness to the extent any of such parties were not already obligors thereon. Such guaranties shall not become effective, in the case of any Republic and Republic subsidiary guaranties, until the effective date of the merger, and, in the case of any Allied and Allied subsidiary guaranties, until the day after the effective date of the merger. Such guaranties shall otherwise, subject to certain provisions of the Merger Agreement, be in form and substance reasonably acceptable to Republic and Allied. Any release of Republic under any guaranty obligation shall be limited to circumstances pertaining to the termination, satisfaction, discharge or defeasance of the applicable indebtedness which is the subject of such guaranty obligation. The Letter Agreement does not extend to those subsidiaries of Republic and Allied that are not required by the terms of Republic's $1.0 billion and $1.75 billion credit facilities to guaranty, and which do not guaranty, such credit facilities. The obligations of the Letter Agreement will terminate in the event the Merger Agreement terminates or expires in accordance with its terms.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Letter Agreement, dated November 25, 2008, by and between Republic Services, Inc. and Allied Waste Industries, Inc.

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