THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY ("DTC"), TO
THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION FOR TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
BOOK -ENTRY SECURITY
No. 1 U.S. $200,000,000
CUSIP 000000XX0
WASTE MANAGEMENT, INC.
7% SENIOR NOTE DUE 2028
WASTE MANAGEMENT, INC. (formerly known as USA WASTE SERVICES, INC.), a
Delaware corporation (the "Company"), for value received, hereby promises to
pay to CEDE & CO. or registered assigns, at the office or agency of the
Company, the principal sum of $200,000,000 U.S. dollars on July 15, 2028 in
such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts,
and to pay interest at an annual rate of 7% payable on January 15 and July 15
in each year, to the person in whose name the Security is registered at the
close of business on the record date for such interest which shall be the
preceding December 31 or June 30, respectively, payable commencing January
15, 1999, with interest on January 15, 1999 consisting of interest accrued
from July 17, 1998.
Reference is made to the further provisions of this Security set forth on
the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
The statements in the legend set forth above are an integral part of the
terms of this Security and by acceptance hereof the Holder of this Security
agrees to be subject to, and bound by, the terms and provisions set forth in
such legend.
This Security is issued in respect of a series of Securities of an
aggregate of U.S. $600,000,000 in principal amount designated as the 7% Senior
Notes due 2028 of the Company and is governed by the Indenture dated as of
September 10, 1997, duly executed and delivered by the Company to Chase Bank of
Texas, National Association, as trustee (the "Trustee"), as supplemented by
Board Resolutions (as defined in the Indenture) (such Indenture and Board
Resolutions, collectively, the "Indenture"). The terms of the Indenture are
incorporated herein by reference. This Security shall in all respects be
entitled to the same benefits as definitive Securities under the Indenture.
If and to the extent that any provision of the Indenture limits, qualifies,
or conflicts with any other provision of the Indenture which is required to be
included in the Indenture or is deemed applicable to the Indenture by virtue of
the provisions of the Trust Indenture Act of 1939, as amended, such required
provision shall control.
The Company hereby irrevocably undertakes to the Holder hereof to exchange
this Book-Entry Security in accordance with the terms of the Indenture without
charge.
This Security shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been manually signed by the
Trustee under the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
WASTE MANAGEMENT, INC.,
a Delaware corporation
By:
------------------------------------
Xxxx X. XxXxxxxx
Executive Vice President and
Chief Financial Officer
[Corporate Seal]
Attest:
By:
----------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President and Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: July 17, 1998
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By:
------------------------------------
Authorized Signatory
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REVERSE OF BOOK-ENTRY SECURITY
WASTE MANAGEMENT, INC.
7% SENIOR NOTE DUE 2028
This Book-Entry Security is one of a duly authorized issue of Securities
or other evidences of indebtedness of the Company (the "Securities") of the
series hereinafter specified, all issued or to be issued under and pursuant to
the Indenture, to which Indenture reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Securities. The Securities
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different sinking,
purchase or analogous funds (if any) and may otherwise vary as provided in the
Indenture. This Security is one of a series designated as the 7% Senior Notes
due 2028 of the Company, limited in aggregate principal amount to $600,000,000.
1. Interest.
USA Waste Services, Inc., a Delaware corporation (hereinafter called the
"Company," which term includes any successors under the Indenture hereinafter
referred to), promises to pay interest on the principal amount of this Security
at the rate of 7% per annum. To the extent it is lawful, the Company promises
to pay interest on any interest payment due but unpaid on such principal amount
at a rate of 7% per annum.
The Company will pay interest semi-annually on January 15 and July 15 of
each year (each an "Interest Payment Date"), commencing January 15, 1999.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
July 17, 1998. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
2. Method of Payment.
The Company shall pay interest on the Securities (except Defaulted
Interest) to the persons who are the registered Holders at the close of business
on the Regular Record Date immediately preceding the Interest Payment Date. Any
such interest not so punctually paid ("Defaulted Interest"), may be paid to the
persons who are registered Holders at the close of business on a Special Record
Date for the payment of such Defaulted Interest, or in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such
Securities may then be listed if such manner of payment shall be deemed
practicable by the Trustee, as more fully provided in the Indenture referred to
below. Except as provided below, the Company shall pay principal and interest
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private debts ("U.S.
Legal Tender"). Payments in respect of the Book-Entry Securities (including
principal, premium, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by the Depositary.
Payments in respect of Securities in definitive form (including principal,
premium, if any, and interest) will be made at the office or agency of the
Company maintained for such purpose within the Borough of Manhattan, The City of
New York, or at the option of the Company, payment of interest may be made by
check mailed to the Holders on the Regular Record Date or on the Special Record
Date at their addresses set forth in the Security Register of Holders.
3. Paying Agent and Registrar.
Initially, Chase Bank of Texas, National Association (the "Trustee") will
act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar at any time upon notice to the Trustee and the
Holders. The Company or any of its Subsidiaries may, subject to certain
exceptions, act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
This Security is one of a duly authorized issue of Securities of the
Company issued and to be issued in one or more series under an Indenture, dated
as of September 10, 1997 (the "Indenture"), between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities
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include those stated in the Indenture, all indentures supplemental thereto,
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended, as in effect on the date of the Indenture, and those terms
stated in the Resolutions of the Pricing Committee of the Board of Directors
of the Company dated July 14, 1998 (the "Resolutions"). The Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture, all indentures supplemental thereto, said Act and said Resolutions
for a statement of them. The Securities of this series are general unsecured
obligations of the Company limited in aggregate principal amount to
$600,000,000.
5. Redemption.
The Securities will be redeemable at the option of the Company at any time
and from time to time, in whole or in part, upon not less than 30 nor more than
60 days notice to each Holder of Securities, at a redemption price equal to the
Make-Whole Price. "Make-Whole Price" means an amount equal to the greater of
(i) 100% of the principal amount of such Securities and (ii) as determined by an
Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion
of such payments of interest accrued as of the date of redemption) discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus, in each
case accrued and unpaid interest to the date of redemption. Unless the Company
defaults in payment of the redemption price, on and after the date of
redemption, interest will cease to accrue on the Securities or portions thereof
called for redemption.
"Adjusted Treasury Rate" means, with respect to any date of redemption, the
rate per annum equal to the semi-annual yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such date of redemption, plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any date of redemption,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such date of redemption, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations of U.S.
Government Securities", or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (A) the
average of the Reference Treasury Dealer Quotations for such date of redemption,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Reference Treasury Dealer" means each of Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation, Credit Suisse First Boston Corporation, Xxxxxxx, Xxxxx &
Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, and Salomon Brothers
Inc. and their respective successors; provided, however, that if any of the
foregoing shall not be a primary U.S. government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any date of redemption, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such date of redemption.
In the case of a partial redemption, the Company or the Trustee shall
select the Securities or portions thereof for redemption by such method as the
Company or the Trustee shall deem fair and appropriate. The Securities may be
redeemed in part in multiples of $1,000 only.
Any such redemption will also comply with Article Eleven of the Indenture.
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Notice of redemption will be given in the manner provided in the Indenture
to the Holders of Securities to be redeemed not less than 30 days and not more
than 60 days prior to the Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Make-Whole Price and, except as set forth in the Indenture, from and after
such Redemption Date, (unless the Company shall default in the payment of the
Make-Whole Price), the Securities called for redemption will cease to bear
interest and the only right of the Holders of such Securities will be to
receive payment of the Make-Whole Price.
6. Denominations; Transfer; Exchange.
The Securities are issued in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of, or exchange, Securities in accordance with the Indenture. The
Securities Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.
7. Person Deemed Owners.
The registered Holder of a Security may be treated as the owner of it for
all purposes.
8. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented, and any existing Event of Default or compliance with
any provision may be waived, with the written consent of the Holders of a
majority in aggregate principal amount of the Securities then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Securities to, among other things, cure any
ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Security. Any such consent or
waiver by the Holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Security and any Securities which may be issued in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Security or such other Securities.
9. Defaults and Remedies.
If an Event of Default occurs and is continuing, then in every such case,
the Trustee or the Holders of 25% in aggregate principal amount of the
Securities then outstanding may declare the principal amount of all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture. Notwithstanding the preceding sentence, however, if
at any time after the unpaid principal amount of the Securities shall have been
so declared due and payable and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
overdue installments of interest, if any, upon all of the Securities and the
principal of any and all Securities which shall have become due otherwise than
by acceleration and any interest thereon at the rate prescribed therefor herein
and, to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate prescribed therefor herein, as well as the
reasonable compensation, disbursements, expenses and advances of the Trustee,
and any and all defaults under the Indenture, other than the nonpayment of such
portion of the principal amount of and accrued interest, if any, on such
Securities which shall become due by acceleration, shall have been cured or
shall have been waived or provision deemed by the Trustee to be adequate shall
have been made therefor -- then in every such case the Holders of a majority in
aggregate principal amount of the Securities then Outstanding, by written notice
to the Company and to the Trustee, may rescind and annul such declaration and
its consequences; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.
Holders of Securities may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power.
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10. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or
its Affiliates or any subsidiary of the Company's Affiliates, and may otherwise
deal with the Company or its Affiliates as if it were not the Trustee.
11. Authentication.
This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Security.
12. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (=tenant in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
13. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Note
Identification Procedures, the Company will cause CUSIP numbers to be printed on
the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such number as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
14. Absolute Obligation.
No reference herein to the Indenture and no provision of this Security or
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.
15. No Recourse.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, past, present or future
stockholder, officer or director, as such of the Company or of any successor,
either directly or through the Company or of any successor, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Security by the Holder
and as part of the consideration for the issue of the Security.
16. Governing Law.
This Security shall be construed in accordance with and governed by the
laws of the State of New York.
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