BOOK-ENTRY SECURITYWaste Management Inc • March 5th, 2004 • Refuse systems • New York
THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY 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 DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
Waste Management, Inc. Underwriting AgreementWaste Management Inc • March 5th, 2004 • Refuse systems • New York
Waste Management, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Notes”), to be issued under an indenture (the “Indenture”) dated as of September 30, 1997, between the Company and JPMorgan Chase Bank, a New York banking corporation (as successor to The Chase Manhattan Bank and Texas Commerce Bank National Association), as trustee (the “Trustee”), and to be guaranteed on a senior unsecured basis (the “Guarantee”) by Waste Management Holdings, Inc. (“Holdings”) pursuant to a guarantee (the “Guarantee Agreement”) in favor of the holders of the Notes to be dated as of the Closing Date (as defined in Section 3 hereof). The Notes and the Guarantees are sometimes referred to herein collectively as the “Securities.” Any reference h
