Preview | Participation Agreement |

TABLE OF CONTENTS


1. Definitions			1
2. Purchase of Products and Services			3
3. Term			4
4. CPGs Responsibilities			4
5. Representations, Warranties and Covenants of Participant			5
6. CPG Disclaimer and Participant Release			7
7. GPO Fees and Rebates			8
8. Termination			8
9. Confidentiality			10
10. Attorneys Fees			10
11. Force Majeure			11
12. Notices			11
13. Assignment			11
14. Severability			12
15. Governing Law			12
16. Consent to Jurisdiction			12
17. Counterparts			12
18. Audit Rights			12
19. Waiver of Jury Trial			13
20. Rights Cumulative; Waiver			13
21. Headings			13
22. Amendments			14
23. Data			14
Exhibits A-E

PARTICIPATION AGREEMENT

This Participation Agreement (together with all Exhibits, this Agreement), effective July 1, 2006 (the Effective Date), is between CoreTrust Purchasing Group, (CPG), a division of HealthTrust Purchasing Group, LP, a Delaware limited partnership (HPG), with their principal places of business located at 104 Continental Place, Suite 300, Brentwood, Tennessee 37027 and,


Participant:	Allied Waste North America, Inc.	Contact:	Tom Piersa, Vice President
		Purchasing and Supply Chain Management
Phone #	480-627-2213	Fax #	480-627-2206
Address:	15880 N. Greenway-Hayden Loop	Email	tom.piersa@awin.com
	Suite 100
	Scottsdale, AZ 85260	FEIN No.	860843596

for the purposes of permitting Participant and its Locations to obtain certain products and services under Vendor Contracts between CPG and Vendors. CPG and Participant are each sometimes referred to herein as a party and collectively, as the parties.

WHEREAS, CPG is a group purchasing organization that maintains agreements with Vendors, pursuant to which CPG members may purchase certain products and services as described in more detail on its Internet website; and

WHEREAS, Participant desires to participate in CPGs group purchasing program, and to purchase certain products and services under Vendor Agreements in accordance with the terms and conditions thereof, subject to certain exceptions stated in this Agreement and listed in Exhibit A hereto.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.		Definitions.

		As used herein, the following terms have the following meanings:

	(a)		Access Agreement has the meaning set forth in Exhibit E.

	(b)		Affiliate means, with respect to a specified person or entity, any person or entity that directly or indirectly controls, is controlled by or is under common control with the specified person or entity. A person or entity shall be deemed to control another person or entity if such first person or entity has the power to direct or cause the direction of the management and policies of such other person or entity, whether through ownership of voting securities, by contract or otherwise.

	(c)		Blackstone means, collectively, Blackstone GPO L.L.C. and its Affiliates.

	(d)		Calendar Quarter means the three-month period commencing on the first day of each of January, April, July and October.

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	(e)		Competitor GPO means a group purchasing organization that maintains agreements with vendors pursuant to which members in such group purchasing organization can purchase products and services that are the same or comparable to the Products and Services.

	(f)		Compliance Level means, subject to the provisions of Paragraph 5(d), with respect to purchases of Products and Services in all of the Committed Categories, taken as a whole, a dollar amount equal to at least eighty percent (80%) of the total dollar volume of Participants requirements of products and services comparable to Products and Services in the Committed Categories for the combined business operations of Participant and its Locations (excluding all small, disadvantaged and minority business purchases), taken as a whole.

	(g)		Committed Categories means the specific lines of Products and Services listed under the heading of Committed Categories in Exhibit D hereto.

	(h)		Committed Vendor Contracts means Vendor Contracts for Products and/or Services under Committed Categories.

	(i)		CPG Category means either a Committed Category or a Non-committed Category, and CPG Categories means both Committed Categories and Non-committed Categories, as well as any other categories of products and services that CPG participants can obtain under CPG Vendor Agreements.

	(j)		GPO Affiliation Certificate means a certificate in the form set forth as Exhibit C hereto.

	(k)		HPG means, collectively, HealthTrust Purchasing Group, L.P. and its Affiliates.

	(l)		Location or Locations means Participant Affiliates identified on Exhibit B hereto.

	(m)		Non-committed Categories means the specific lines of Products and Services that are offered to CPG participants, including Participant, without any compliance or purchase obligations. A list of such Non-committed Categories and the associated Non-committed Vendor Contracts will be provided by CPG and listed on CPGs proprietary website for its participants.

	(n)		Non-committed Vendor Contracts means Vendor Contracts for Products and/or Services under Non-committed Categories.

	(o)		Participant means the entity indicated in the preamble paragraph of this Agreement.

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