K-l Guaranty by WASTE

MANAGEMENT HOLDINGS,
INC., dated August 9, 2006
 Exhibit K-l

Guaranty

. THIS GUARANTY (the "Guaranty") is given as ofthe!f!!.day of

by WASTE MANAGEMENT HOLDINGS, INC., former]y known as WMX chnologies, Inc.
A!ffcas-r
.2006,
a corporation organized under the laws of the State of Delaware (hereafter
"Guarantor"), to the CITY OF OAKLAND, a municipal corporation (hereafter the "City").
THIS GUARANTY is made with reference to the following facts and circumstances:
A. Waste Management of Alameda County, Inc. (hereafter "Contractor") is a
corporation organized wteler the lavys of the State of California, all of the issued and outstanding
stock of which is owned by USA Waste of California, Inc., a Delaware corporation. Guarantor
owns all of the issued and outstanding stock of USA Waste ofCalifomia, Inc.
B. Contractor and the City have negotiated a Franchise Agreement for Solid Waste
and Yard Waste Collection Services dated as of December 1 , 1995, (hereafter
"Agreement"), under ~hich the Contractor is granted the right to and aSsumes the duty of
collecting Solid Waste 'and Yard Waste generated within the City and arranging for its transport,
proces~ing and disposal. A copy of this Agreement is attached hereto and incorporated herein
by this reference.

c. It is a requirement of the Agreement, and a condition to the City's. entering into

the Agreement, that Guarantor guaranty Contractor's performance of the Agreement.
D. Guarantor is prOviding this Guaranty to induce the City to enter into the
Agreement.
NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows:
1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally
guarantees to the City the complete and. timely perfonnance, satisfaction and observation by
Contractor of each and every tean and condition of the Agreement which Contractor is required
to perform, satisfy or observe. In the event that Contractor fails to perform, satisfy or observe
any of the terms and conditions of the Agreement, Guarantor will promptly and fully perform,
satisfy or observe them in the place of the Contractor. Guarantor hereby guarantees payment to
the City of any damages, costs or expenses which might become recoverable by the City from
Contractor due to its breach of the Agreement.
2. Guarantor's Obligations are Absolute. The obligations of the Guarantor
hereunder are direct, immediate, absolute, continuing, unconditional and unlimited, and with
respect to any payment obligation of Contractor under the Agreement, shall constitute a
guarantee of payment and not of collection, and are not conditional upon the genuineness,
validity, regularity or enforceability of the Agreement
3. Waivers. The Guarantor shall have no right to terminate this Guaranty or to be
released, relieved, exonerated or discharged from its obligations under it for any reason
whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or
cessation of existence of the Contractor; (2) any amendment, modification or waiver of any
provision of the Agreement; (3) the actual or pmported rejectio~ by a trustee in bankruptcy of the
Agreement, or any limitation on any claim in bankruptcy resulting fonn the actual or purported
termination of the Agreement; (4) any waiver, extension, release or modification with respect to
any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension
of any of the City's rights or remedies against Contractor; or (5) any merger or· consolidation of

DOCSOAK·9B40222.1-JLSMITH 81110811:1' PM
 the Contractor with any other corp~on, or any sale,. lease or transfer of any or all the assets of
the Contractor. Without limiting the generality of the foregoing, Guarantor hereby waives the
rights and benefits under Califo~a Civil Code Sectiori 2819.
. . . . . . . ' . ,

. The Guarantor.hereby waiV'~ any and aU bene~ts.an~ defenst:s"~der ~~a ~iv~

Code Sections 284S,- 2849 and 2850, including, without limitation, the Il~t,to re~. the Clty.to
(a) proceed against Contractor, (b) proceed against or e~ust any ~eClU'1ty or collate.i-a! the City
may 40ld now or hereafter hold, or (c) p~ue any other nght or rem~y ~or Guarantor.s bene~t,
and agrees .·that the City may proceed against ~uarantor for th~ obligations guaranteed ~erem
without taking any action against· Contractor or any other guarantor or pledgor and Wlthout
proceeding against or exhausting any security or collateral the City may hold now or hereafter
hold. Guarantot hereby waives any right which. it may have· to reimbursement form Contractor
for amounts disbursed by Guarantor and any righ~ of subrogation to the tights of the. City against
Contractor, inclUding, without liJIlitation, such rights 'as may be proYi~ .~~er Calif~~a ~iyi1
Code Sections 2847 and 2848. Guarantor agrees that the City may unqualifiedly exerCISe m Its
sale. discretion any or all rights ·and ren;tedies available to it ag~t ~ or any other .
guarantor or pledgor .without .impairiilg the ~ity's rights and remedi~ ~ ~9rcing this Guaranty.
.. The Guar~tor hereby waiv~' and ~e to waive. at-any future thne at the request of the
"City, to the extent now or then permitted by applicable law, any and all rights which ~e
Guarantor may have or which at any time hereafter may be conferred upon it,. by statute,
regulation or otherwise, to avoid any of its obligatiODS under, or to tenninate, cancel, quit or
surrender this Guaranty. Without limiting the generality of the foregoing, it is 'agreed that the
. occurrence of anyone' or more of the following shall n9t affect .~e. liability of the Guarantor
hereunder: (a) at any time or from time to time, without notice to the Guarantor, the time for
".. Contractor's performance of Qt compliahce with any of its obligatif)I1S under the Agreement is
extended, or such performance or compliance is waived; (b) the Agreetnent is mQdifted or
amended in any respect; (c) any other indemnification with respect to Contractors obligations
under the Agreement or any security therefor. is released or exchanged in whole or in part or
otherwise dealt with; or (d.) any assignment of the Agreement is effected which does not require'
. .the City's approval. ....

The Guarantor hereby expressly waives diligence, presentment, demand for payment or
perf~ce, protest and all notjces w~tsoever, including, but not limited to, notices of non-
payment or non-performance, notices of protest, notices of any breach or default,· and.notices of
acceptance of this GU&:nmty. If aU or" any portion .of the obligations guaranteed hereunder are
paid or performed, Gwirantor~s o'Qligations hereunder sh~ continue and remain in full force and
effect in the event that all or any part of such payment or performance is avoided or recovered
directly or indirectly from the City as a preference, fraudulent transfer or otherwise, irrespective
"of (a) any notice of.rt!vocation given by Guarantor or CantractOI prior to, such avoidance or
reco~ery" ~d (b) payment itJ. full of any obligations then outstaJ,lding~. :. .
. 4. Term. This· Guar~ty is not limited to ~y period of time, but shall continue in
full force and effect until all of the terms and con~tions of ~ Agreem~t have. been .fully
p~ormed by Contractor, and Guarantor ~ remam fully responsible under this Guaranty
without regard to the acceptance by the City of any performance bond" or other collateral to
assure the ~~e of Con~or's. obligations under the A~ent. Guarantor shall not be
te!~ed of ,itS obligations hereunder so long as th~ is any claim by the City against. Cpntractor
ansmg 9nt, of the Agreement based on Contractor's failure to perform which has not been settled
or discharged. . . '. ' . "
: 5. No waivers. No delay on the p~ of the City in exercising any rights under this
Guaranty or failure to exercise ~uch rights shall operate as a waiver of such rights. No notice to
or demand on Guarantor" shall be a. waiv~ of any obligation of Guarantor· or right of the' City to
-2-
COCSOAK-Ba4Crl22.1~MJTH 81110811:11 AM
 take other or further action without notice or demand. No modification or waiver of any of the
provisions of this Guaranty shall be effective unless it is in writing and signed by the City and
the Guarantor, nor shall any waiver be effective except in the specific instance or matter for
which it is given.
6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty,
Guarantor agrees to pay actual attorneys' fees and all other costs and expenses incurred by the
City in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this
. Guaranty, including any action instituted to determine the respective rights and obligations of the .
. parties hereunder.
7. Governing Law; Jurisdiction. This Guaranty is and shall be deemed to be a
contract entered into in and pursuant to the laws of the State of Califomia and shall be governed
and construed in accordance with the laws of California without regard to its conflicts of laws
rules for all purposes, including, but not limited to, matters of construction, Validity and
performance. Guarantor agrees that ~y action brought by the City to enforce this Guaranty may
be brought in any court of the State of California and Guarantor consents to personal jurisdiction
over it by such courts. Guarantor appoints the. following person as its agent for service of process
in California
Group General Counsel
Waste Management
7025 North Scottsdale Road
Suite 200
Scottsdale, Arizona 95253
City State
8. Severability. If any portion of this Guaranty' is held' to be invalid or
unenforceable, such invalidity shall have rio effect upon the remaining portions of this Guaranty,
which shall be severable and continue in full force and effect. .
. 9. Binding on Successors. This Guaranty shall rome to the benefit of the City and·
its successors and shall be binding upon Guarantor and its successors, including transferee(s) of
substantially all of its assets and its shareholder(s) in the event of its dissolution or insolvency.
10. Authority. Guarantor represents and warrants that it has the corporate power and
authority to give this Guaranty, that its execution of this Guaranty has been authorized by all
necessary action under its Article of Iilcorporation and By-Laws, and that the person signing this
Guaranty on its behalf has the authority to do so. .
11. Subordination. Any claims Guarantor may have against Contractor are hereby
subordinated to any and all claims of the City against Contractor until such time as the
obligations of Contractor to the City are fully satisfied and di~charged.
12. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or
certified, first class postage prepaid, addressed as follows:
To the City: City of Oakland. California
One City Hall Plaza
Oakland, California 94612
Attn: City Manager

-3:-
DOCSOAK-9840222.1.JLSMfTH 81110611:11 AM
With a copy to. the City Attomey, at the same address.
. To Guarantor: WASTE MANAGEMENT HOLDINGS, INC.'
1001 Fannin
Suite 4000
Houston. Tx 77002.
. Attn: General Counsel· .

IN WITNESS WH.BREOF, G~ hiS.·~ecu~d this GUSrmty on the ~y and year .

first above w r i t t e n . . . . . .. '.

WAS~.¥ANAGEMENT HO~INGS, INC.

.
B~.~.fYQ~
Vl~ . ldeDitF~~
and Treasurer

BY.~~~··
Secretary

-4-
 K. Guaranty by WMX
TECHNOLOGmS, INC.
 Exhibit K

GuarantY

THIS GUARANTY, (the "Guarantyll) is qiven as of the 1st day

of December " 1995, by t4HX 'l'ECHNOLOG:IES, :tHe:., a
carporation orqanized under the lavs ot the state af
Delaware (hereafter "Guarantor H ) , to the CITY OF
OAKLAND, a municipal corporation (hereafter the "Cityn).
.
THIS GUARANTY is made with reference to the followinq facts
and circumstances:

A. Waste Management of Alameda County I :Inc. (hereafter

"contractor") is a corporation Qrg'zmized. under the laws Of the
state ot California, all or the issued and outstandinq stock of
which is ownecl by waste Manaqamant, Inc., an J:11inois
corporatian. Guarantor owns a11 of the issued and outstanding
stock of Waste Kanaqement, Inc ••
B. contractor and the City have ne90tiated a Franchise
. . Agreement for Solid Waste and Yard Waste COllection Services
dated as of DeCember' ,1995, (hereafter "Agreement"), untler
which the Contractor is granted. the ~ilJht to ancl assUIles the duty
of collecting Solid Waste and Yard Waste generated within the
City and arranging' far "its transport, p:-c:Icessinq arad disposal. A
copy of this Agreement 1& attached hereto and incorporated herein
by this reference.

c. It is a requirement a~ the Agreement, ana a canditian

to the City's entering into the Agreement, that GUarantar
guaranty Contractor's per:ear.maDce a:f the Agreement.

D. Guarantar is pravidinq this Guaranty to induce the City

. to enter into the Agreement. ~ , .
NOW, THEREFORE', in caDsic1eration of the foreqoinq, Guarantor
agrees as follows:
1. Qua;llItv Of til. Aqresen. Guarantar hereby
irrevocably and. unconditiollally guarantees to the C1ty the
complete and timely performance, satisfaction and observation by
contractor of each and every term and canclitian of the Agreement:
which contractor is required to perform, satisfy or observe. :In
the event that contractor fails to perform, satisfy or observe
any of the terms and cond.itions of the Agreement, Guarantor wi11'
promptly and fully perfor.m, satisfy or observe them in the place
of the Contractor. Guarantor hereby guarantees payment to the "
, City of any damaqes, costs or expenses which mig'ht became
recoverable by the City from Contractor 'due to its breach of the
Agreement.
2. Guaraptor" ObligatiOnS are Absolpte. The obligations
of the Guarantor hereunder are direct, immed.iate, absolute,
continuing, unconditional and unlimited, and ~ith respect to any

21.0973.1
Exhibit..!- - Page 1
 payment ob1igation of Contractor under the Aqr'eement, sha~l
constitute a guarantee of payment and not of collection, and 'are
not,conditional upon the q~nuipeness" validity, regu~arity or
enf,orceallili ~y ,of, the Agreement. "
" ,

, 3.,Waivers. ," 'rhe Guarantor ~h.all bave no ric;ht'1=-o "

termin~te this Guar,anty or to be released.. , .:t;"elieved, exonerated "
or discharged from. its' 'obligations 'under it, for 'any re21spn,
whatsoever" incl~~in9', witl:1o~t limitation: (1.) the insolvency,
bankruptcy, reorqanization or' cessation ~f' EUcist~~e: ,o~ the
contractor; (2). any amendment', lIlodificatiC?n ,or wa.iver· ,of any
provis~on of the,Aqr~ement;, (3) the actual or purported rejection
", lly a ~tee in ):)ankruptcY of ~e Agreement,. or: apy limitation on
any claim in Qankruptcy resu~tinq from. the actual. ~~ 'purported
ter.minatio~ ,of the'Aq.re~~t; '(4) any 'waiyer,. ~ensiQn~ release
, or .odification.with'respe~' to any of the obliqations of the
Agreement guaranteed hereunder or' the "impaix"ment or suspension of
any of the City' riqhts or remedies against Contractor; ~r,' (5)
·.ny merger,o~ ,consol~dation of the Contractor with any other
corporati~n, or any ~ale, lease or transf~r 'of, any or all the
as~ets, of the ,CQntr~~~or. 'Without limitinq the ,general.ity of the
foregoing, GuarantQr, hereby waives the rights.and benefits under
Calif~rnia Civil eod~ SeQtion 2819. . .
, The G~ar~to~ hereby Tlaives, any and. all benefits and
defenses under'California Civil·Code sections 284S, 2849 and
2850, including, without limitation, the r1q~t to require the
'~ity to Ca) procee~ against Contractor, (b) proceed 'aq2linst or'
~ust any security or collateral the City may hold l\OW or
herea~ter hold, or Cd)' pursue' any other right or remedy for
Guarantor's benefit, and agrees th.t ,the, City may'proceed aqainst
Guar~t9r far ~e.ob~i9ations guaranteed herein without taking
any act10n aqal.nst Contractor' or any. other .:guarantor or pledqor
and without proceedi~q ~qainst or exh~usti~g any ~ecuri~y or
collateral. the City may hold now~o~ hereafter ho1d. Guarantor,
hereby waives a~yc riqht' which it ~y,l1ave ,to re~\U;"sement from
Contr,actor for amQ~~s dis~ursecl by Guaranto~ ana. any r,~9'ht of
subroq~tion to the r1ghts of the City aqainst contractor, '
includin;,' without',limi1:ation, .. su~ ;oights as . .y be provided
under california. ·civil.Code sections 2847 ,and ,2,84~. Guaranto:r:
: agrees that the 'City' ,may unqualifiedly 'exerc~se' in>" its' 'sole
. di,scretiorl a~y, cr· "all r'iqhts and. remed!~s availab;Le, :to it, 'against
., : contracto~ .or, 'any other qu~rantor or pledqor wi thout impairinq
the . City' r.~ghts'and r~edies in·e~orcinq this, Guaranty. ,
. '. . .
. ' '. ,', -...... : .. ' .
, , The' Guarantor hereby, waives' and' agree to waive 'at any future
,
ti~~ _at ~e' request, of tbe: City, to the eXtent' now or' then
, permitted 'by ~pplicable law , any. and ,a~1 :riqhts' 'wh.ich the
. 'Guarantor may have or whic.h ~t.~ny t~me h~eafter may be
conferred upon it, by statute, regulation. or oth~rWise, "to' avoid·
any of its obliqations under, or,to terminate,' cancel, quit or
surtender this' Guar.anty. W.ithout, lim~~inq ~e qener~1ity of, the
J,
foreqoinq, it' is' agreed th~t the occurrence of." any orie or more of
tlle followinq shall not affect tlle liability O~th~ (;~~~tor . . 711\.
240973.1 Exhibit
-K '~ Page 2
 hereunder: Ca) at any time or from time to time, without notice
to the Guarantor, the time for Contractor's performance of or
compliance with any of its obliqations under the Agreement is
extended, or such performance or compliance is waived; (b) the
Agreement is modified or amended in any respect; (c) any other
indemnification with respect to Contractor's ob1igations under
the Agreement or any security therefor is released or exchanged
in whole or in part or otherwise dealt with; or Cd) any
assignment of the Agreement is effected which do~s not require
the city' approval.
The Guarantor hereby expressly waives diligence,
presentment, demand for payment or performance, protest and aLl
notices whatsoever, including, but not limited to, notices of
non-payment or non-performance, notices of protest, notices of
any breach or default, and notices of acceptance of this
Guaranty. If all or any portion of the obliqations guaranteed
hereunder are paid or performed, Guarantor's obligations
hereunder sha~l continue and remain in full force and effect in
the event that a~l or any part of such payment or performance is
avoided or recovered directly or indirectly from the City as a'
preference, fr~udulent transfer or otherwise, irrespective of
Ca) any notice of revocation qiven by GUarantor or contractor
prior to such avoidance or recovery, and (b) payment in fu11 of
any obliqations then outstanding.
4. ~. T.his Guaranty is not limited to any period of
time, but shall continue in full force and eftect unti1 all of
the terms an~ conditions of the Agreement have been fully
performed by Contractor, and Guarantor shall remain fully
responsible under this Guaranty without reqard to the acceptance
by the city of any performance bond or other col~ateral to assure
.the performance of Contractor's obliqations under the Agreement.
Guarantor shall not be released of its obligations hereunder so
long as there is any claim by tHe C!ty aqainst contractor arising
out of the Agreement based on contractor's fai1ure to perform
which has not been settled or discharged.
5. No waiver!_ No delay on the part of the city in
exercising any riqhts under this Guaranty or failure to exercise
such rights shall operate as a waiver of such rights. No notice
to' or demand on Guarantor shall be a waiver of any obliqation of
GUarantor or right of the City to take other or further action
without notice or demand. No modification or waiver of any of
the provisions of this Guaranty shall be effective unless it is
in writing and signed by the City and by Guarantor, nor shall any
waiver be effective except in the specific instance or matter for
which it is given.
6_ Attorney's Pees. In addition to the amounts guaranteed
under this Guaranty, Guarantor agrees to pay actua~ attorneys'
fees and all other costs and e~enses incurred by the City in
enforcinq this Guaranty, or in any action or proceeding arising
out of or relating to this Guaranty, including any action

Exhibit -!. - Page 3 DRAFT 6/16/95 ~

 institutad to determine the respective riqh~s anc:1.ob~igations of
.. , the' .parl;.ies here~nde;-. ' .' .-'
. '.-.~' ,-.':" Gove'rnipq L.v;· Jurisdiction ~ This: Guaranty 'is' and
shall· .be to. be.. a con~~ct. entered'. into in and..· pursuant to
d~eJIled
,the, .laws of' the State of .Ca11f~.rnia 'and shall be.;·qoverned :·and
construed in accoraci.rice, with ·th~ 'laws of dalifornia w'ithout
. reqa~d, to its confiic-t;s': of lawS r;j.les for all purposes·, '.
i~c;.J.~~.~ng." I~ut ·~ot ~~ted to,: lil~~~'~rs of:' ~t;)~s~etidni' validity
and performance. Guarantor agrees"that· any' action brouqht by the
City to enforce ·this Guaranty may be 'brouqht· 'in ::any', d.·oilrt· of the
State,of Californi~ an~ Gu~antor ~o~sen~s ~o personal.
.:·jurisdic;t:~cn over .it ~y ·~uch. courts. Guarantor ....appoints the
. fQ~l~wipg person as .its' aq~t ~c~· '~e.rvice, of 'process iIi'
. california:: . , '. .. .

.' Genera·l Coun'sel'

. ~' waste M.~na9emeri t I Inc. .~ ·We~.1;'- GJ;~UP
8500. Von ,Karman Avenue, suite 900
.. Address·' '.' .' .. \
~rvine:l: .' '. . . ca:lifornia 92115
. , . ' C ,ty, ' State '
. 8. . severa;bility •. · ~f a~y 'p~rtion ~f 'this Guaranty":a held
to be invalid or
unenforceabl.,· '.11ch 'inValid'ity shall have no
effect upon the remaining po~ions of this Guaranty, which shall
····be. severable
. .and· continue in full
. force
.. and effect.
' .

,I~ :BiDdipg OD . Successor.. This' 'Guaranty sha11 inUre to

the 'benefit of the city' and :1:ts',succe&sQrs·~anc1'shal.l be· binding
, upen Guarantor an4 its··successors, ineludinq··transf8%:'ee{s) o~·
. ':' :substantially all ,of it~: assets ··and. its shar.m,older(s,) in the
~'Vent of its dissa~u;4.on ~r inso~vency·.. .. ". '.~: '. ..... .
... : ,10 •.. Autho;'i1;Y. 'Gua~~tor ~epre.ents . and. wm;l:'ants· that it
,·has the cQrpor~t~ power and aut.hor~ty to' qive·thili', G:aaranty, that
its execution of th~s Guaranty. h~• .'t.ee*, autbor.ized "by' all' ,
necessary action' under i~s Article' of Incorporation'· and 'By-Laws,
'and that the . pe~s~n siqning, th,is Guara~ty on. its bah,alf has the
authority .to ,d~ s~. ,.' . ...,'. " '
.. 11.' :·SUbOr4ipa,tion •.. 'AnY 'cl·~~ G~antot :may. have aqa.inst
, ,~ontrac~or are':ll~eby.. subox-dinat~·~ ,~·o, any. ana '~11: claims of the
'.:' city against c~n~ac:tor.·until ,suCh ~ime 'as the, 'obliqations of
, ~ontractor to.~ ·Ci~y'~e fu1ly satisfied and ~i~charqed •
. -:-' ..... ,:. ,; . . fl' " ' : . ' . . '. . .
,12.' . Notice... " ,N~~ice
shall be giV~ii ~n ~it1n,q; deposited
in the u.s. mail,
reqistered or oertified, first .clas·s postaqe
prepaj.d, addressed as follows: .
To' ~he .city': 'Ci~y of Oakland~ :Califdrnia
One ci .ty 'flail plaza
O~k]aD~; CalifQrn~a 94612·'

1];\
240973.1 Exhibit..!.. - Page 4 DRAFr 6/l.6/95 @
with a copy to the City Attorney, at the same address.

To Guarantor: w.KX TECHNOLOGIES, INC.

3003 Butterfield Road
Oak Brook, Illinois 60521
Attn: General Counsel

IN WITNESS WHEREOF, Guarantor has executed this Guaranty on

the day and year first above written.

Vice President

~, .

/y\
Exhibit -.!. - ~age 5 DRAFT 6/16/95 !~
240973.1 V