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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: January 11, 1996
(Date of earliest event reported)
BROWNING-FERRIS INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Commission file number 1-6805
Delaware 74-1673682
(State of Incorporation) (I.R.S. Employer Identification No.)
757 N. Eldridge
Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
Registrant s telephone number, including area code: 713/870-8100.
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Item 5. Other Events
The last sentence of the first paragraph under the heading
"Description of Notes - General" to the Registrant's Prospectus
Supplement dated January 11, 1996 to Prospectus dated January 11,
1996 (Registration No. 33-65055), regarding the offering by the
Company of $200,000,000 aggregate principal amount of its 6.10%
Senior Notes due January 15, 2003 and $200,000,000 aggregate
principal amount of its 6.375% Senior Notes due January 15, 2008,
should read as follows:
"The Notes will bear interest from January 17, 1996, at
the rates per annum stated on the cover page of this
Prospectus Supplement, payable semiannually on January 15
and July 15, commencing July 15, 1996, to holders of
record at the close of business on the last day of the
month immediately preceding the month in which such
interest payment is due, except as otherwise provided in
the Senior Indenture."
Item 7. Financial Statements and Exhibits
This Form 8-K is being filed in order to file certain exhibits to
Registration Statement No. 33-65055 and such exhibits are being
incorporated into Registration Statement No. 33-65055.
Exhibits
1(b) Underwriting Agreement between
Browning-Ferris Industries,
Inc. and J.P. Morgan Securities
Inc., CS First Boston
Corporation, Goldman, Sachs &
Co., Lehman Brothers Inc., and
Morgan Stanley & Co.
Incorporated, as
Representatives of the
Underwriters named therein,
dated January 11, 1996
4(k) Form of 6.10% Senior Note due
January 15, 2003
4(l) Form of 6.375% Senior Note due
January 15, 2008
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereto duly authorized.
SIGNATURE
BROWNING-FERRIS INDUSTRIES, INC.
(Registrant)
/s/ Gerald K. Burger
January 16, 1996. By:_____________________________
Gerald K. Burger
Vice President and Secretary
BROWNING-FERRIS INDUSTRIES, INC.
$200,000,000
6.10% Senior Notes due January 15, 2003
$200,000,000
6.375% Senior Notes due January 15, 2008
UNDERWRITING AGREEMENT
January 11, 1996
Browning-Ferris Industries, Inc.
757 N. Eldridge
Houston, Texas 77079
Dear Sirs:
We (the "Representatives") understand that Browning-Ferris
Industries, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell $200,000,000 aggregate principal amount of its
6.10% Senior Notes due January 15, 2003 (the 2003 Notes ) and
$200,000,000 aggregate principal amount of its 6.375% Senior Notes
due January 15, 2008 (the 2008 Notes ) (the "Underwritten
Securities"). Subject to the terms and conditions set forth herein
or incorporated by reference herein, the underwriters named below
(the "Underwriters") offer to purchase, severally and not jointly,
the principal amounts of 2003 Notes and 2008 Notes set forth below
opposite their respective names at 99.252% and 99.184%,
respectively, of the principal amounts thereof, together in each
case with accrued interest, if any, thereon from January 17, 1996,
to the Delivery Date:
Principal Amount
-------------------------------
Underwriter 2003 Notes 2008 Notes
- -------------------------- ------------- ----------------
J.P. Morgan
Securities Inc. . . . . $ 40,000,000 $ 40,000,000
CS First Boston
Corporation . . . . . . 40,000,000 40,000,000
Goldman, Sachs & Co. . . . . 40,000,000 40,000,000
Lehman Brothers Inc. . . . . 40,000,000 40,000,000
Morgan Stanley & Co.
Incorporated . . . . . . . 40,000,000 40,000,000
------------ ------------
Total . . . . . . . . . $200,000,000 $200,000,000
============ ============
The Underwritten Securities shall be issued under the Restated
Indenture, dated as of September 1, 1991, as amended (the
"Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (successor to First City, Texas--Houston,
National Association, formerly First City National Bank of Houston)
(the "Trustee") and shall have the following terms:
Maturity: 2003 Notes, January 15, 2003; 2008 Notes, January
15, 2008.
Interest rate: 2003 Notes, 6.10% per annum; 2008 Notes,
6.375% per annum.
Interest payment dates: January 15 and July 15 of each year,
commencing July 15, 1996.
Redemption provisions: There are no redemption provisions
applicable to the Underwritten Securities.
Sinking fund provisions: There are no sinking fund provisions
applicable to the Underwritten Securities.
Other terms: The satisfaction, discharge and defeasance
provisions specified in Section 403 of the Indenture pursuant
to which the Underwritten Securities shall be issued shall be
applicable to the Underwritten Securities. In no event,
however, will the Company effect such a satisfaction,
discharge and defeasance unless it delivers to the Trustee an
opinion of counsel to the effect that the holders of the
Underwritten Securities will not recognize income, gain or
loss for United States federal income tax purposes as a result
of such defeasance and that such defeasance will not otherwise
alter the United States federal income tax treatment of such
holders' principal and interest payments on the Underwritten
Securities. (Such opinion must be based on a ruling of the
Internal Revenue Service or a change in United States federal
income tax law occurring after the date hereof, since such a
result would not occur under current tax law.)
Delivery Date: January 17, 1996 (the third business date
following the date of this Underwriting Agreement).
Underwriting discounts and commission: 2003 Notes, .625% of
the principal amount; 2008 Notes, .675% of the principal
amount.
Public offering price: 99.877% of the principal amount of the
2003 Notes and 99.859% of the principal amount of the 2008
Notes, plus in each case accrued interest, if any, from
January 17, 1996 to the Delivery Date.
Purchase price: 99.252% of the principal amount of the 2003
Notes and 99.184% of the principal amount of the 2008 Notes,
plus in each case accrued interest, if any, from January 17,
1996 to the Delivery Date (payable in same-day funds).
Arrangements, if any, with respect to Delayed Delivery
Contracts: None
Information in Prospectus which has been furnished by
Underwriters for inclusion therein: The information on the
cover page of the Prospectus relating to the price to the
public and underwriting discounts and commissions and the
information set forth under the caption "Underwriting".
Other terms and conditions: All references to "Registration
Statement" in this Underwriting Agreement and in the
Underwriting Agreement Provisions attached hereto as Exhibit
A (the "Underwriting Agreement Provisions") shall mean the
Registration Statement on Form S-3 (No. 33-65055) filed with
the Securities and Exchange Commission on December 15, 1995
(including all documents incorporated by reference), as
amended or supplemented at the date of the Underwriting
Agreement.
Similarly, all references to "Preliminary Prospectus" in this
Underwriting Agreement and in the Underwriting Agreement Provisions
shall mean each prospectus (including all documents incorporated
therein by reference) included in the Registration Statement, or
amendments or supplements thereof, before each became effective
under the Act, including any prospectus filed with the Commission
pursuant to Rule 424(a) of the Rules and Regulations.
The letter of Arthur Andersen & Co. referred to in Section 10(f) of
the Underwriting Agreement Provisions shall be dated the Delivery
Date, and the "subsequent specified date" referred to in
Section 10(f)(iii)(B) of the Underwriting Agreement Provisions
shall be January 12, 1996.
All the provisions contained in Exhibit A to Exhibit 1(b) to the
Company's Registration Statement on Form S-3 (No. 33-51879)
entitled "Browning-Ferris Industries, Inc. Debt
Securities Underwriting Agreement Provisions", as modified by the
terms and provisions set forth above, are herein incorporated by
reference in their entirety and shall be deemed to be a part of
this Underwriting Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in
such document are used herein as therein defined.
Please accept this offer no later than 7:00 o'clock P.M. on
January 11, 1996, by signing a copy of this Underwriting Agreement
in the space set forth below and returning the signed copy to us,
or by sending us a written acceptance in the following form:
"We hereby accept your offer, set forth in the Underwriting
Agreement, dated January 11, 1996, to purchase the Underwritten
Securities on the terms set forth therein."
Very truly yours,
J.P. MORGAN SECURITIES INC.
CS FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the Underwriters
By: J. P. MORGAN SECURITIES INC.
/s/ Thomas Hagerstrom
By:____________________________
Thomas Hagerstrom
Vice President
Accepted:
BROWNING-FERRIS INDUSTRIES, INC.
/s/ Jeffrey E. Curtiss
By: _________________________________
Jeffrey E. Curtiss
Senior Vice President and
Chief Financial Officer
THIS SECURITY IS A GLOBAL 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 MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
SUCH DEPOSITARY OR BY A NOMINEE OF SUCH DEPOSITARY TO SUCH
DEPOSITARY OR ANOTHER NOMINEE OF SUCH DEPOSITARY OR BY SUCH
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF SUCH DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in 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.
R - Principal Amount
$200,000,000
BROWNING-FERRIS INDUSTRIES, INC.
6.375% SENIOR NOTE DUE JANUARY 15, 2008
GLOBAL NOTE
Cusip 115885 AM7
BROWNING-FERRIS INDUSTRIES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to Cede & Co., as the nominee of The
Depository Trust Company, or registered assigns, the principal
amount of Two Hundred Million Dollars ($200,000,000), on January
15, 2008 (the "Maturity Date") and to pay interest (computed on the
basis of a 360-day year of twelve 30-day months) on January 15 and
July 15 ("Interest Payment Date") in each year, beginning on July
15, 1996, and at the Maturity Date specified above on said
principal amount, at the rate of 6.375% per annum, from the date
hereof until payment of said principal amount has been made or duly
provided for. The interest so payable on any Interest Payment Date
(other than at maturity) will be paid to the Person in whose name
this Global Note is registered at the close of business on the last
day of the month immediately preceding the month in which such
interest payment is due (a "Regular Record Date"), next preceding
such Interest Payment Date, unless the Company shall default in the
payment of interest due on any such Interest Payment Date, in which
case such defaulted interest shall be paid to the Person in whose
name this Global Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest
established by notice to the registered holders of Notes not less
than ten days preceding such Special Record Date. In any case
where the date for any payment on the Notes is not a Business Day,
such payment shall be made on the next succeeding Business Day. A
Business Day is any day that is not a Saturday or Sunday and that,
in Houston, Texas, is not a day on which banking institutions are
generally authorized or required by law or executive order to
close.
Both principal of and interest on this Global Note are payable in
immediately available funds in any coin or currency of the United
States of America which at the time of payment is legal tender for
the payment of public and private debts. Payments of principal and
interest will be made in Houston, Texas, at the Corporate Trust
Office of Texas Commerce Bank National Association, or at such
other office or agency of the Company as the Company shall
designate pursuant to the Indenture referred to elsewhere herein.
This Global Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities"), of the series hereinafter
specified, issued or to be issued under a Restated Indenture dated
as of September 1, 1991, as amended by indentures supplemental
thereto (hereinafter called the "Indenture"), duly executed and
delivered by the Company to Texas Commerce Bank National
Association (successor trustee to First City, Texas--Houston,
National Association, formerly First City National Bank of
Houston), a banking corporation existing under the laws of the
United States of America, as trustee (hereinafter called the
"Trustee"), to which Indenture reference is hereby made for a
description of the respective rights and duties 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 at different rates,
may have different conversion prices (if any), may be subject to
different redemption provisions, may be subject to different
sinking, purchase or analogous funds, may be subject to different
covenants and Events of Default and may otherwise vary as in the
Indenture provided. This Global Note is a Global Security
representing the entire principal amount of a series of Securities
designated "6.375% Senior Notes due January 15, 2008" (herein
called the "Notes") issued under the Indenture. Unless otherwise
provided herein, all terms used in this Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
The Notes do not have a sinking fund and are not redeemable prior
to maturity.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared,
and upon such declaration shall become, immediately due and
payable, in the manner, with the effect and subject to the
conditions provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the Holders of
a majority in principal amount of the Notes then Outstanding.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected. It is also provided in
the Indenture that prior to any declaration accelerating the
maturity of the Notes as a series, the Holders of a majority in
aggregate principal amount of the Securities of such series at the
time Outstanding may on behalf of the Holders of all of the
Securities of such series waive any past default with respect to
the Securities of such series under the Indenture and its
consequences, except a default in the payment of the principal of,
or interest on, any of the Securities of such series.
The Indenture provides that no Holder of any Note may enforce any
remedy under the Indenture except in the case of refusal or neglect
of the Trustee to act after notice of default and after request by
the Holders of 25% in principal amount of the Outstanding Notes in
certain events and the offer to the Trustee of security and
indemnity satisfactory to it; provided, however, that such
provision shall not prevent the Holder hereof from enforcing
payment of the principal of, or interest on, this Global Note.
No reference herein to the Indenture and no provision of this
Global Note or of the Indenture (including the Company's right to
defease and discharge the Notes pursuant to Article Four of 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 Global Note at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.
This Global Note shall be exchangeable for Securities registered in
the names of Persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is unwilling or
unable to continue as the Depositary or if at any time the
Depositary ceases to be a clearing agency registered under the
United States Securities Exchange Act of 1934, as amended, and the
Company fails to appoint a successor Depositary within 90 days
after the Company receives such notice or becomes aware of such
event, (ii) the Company executes and delivers to the Trustee a
Company Order that this Global Note shall be so exchangeable or
(iii) there shall have occurred and be continuing an Event of
Default, or an event which, with the giving of notice or the lapse
of time, or both, would constitute an Event of Default, with
respect to the Notes. To the extent that this Global Note is
exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Notes registered in such names as the Depositary
shall direct.
Except as provided in the immediately preceding paragraph, this
Global Note may not be transferred except as a whole by the
Depositary to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary
or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
Prior to due presentment for registration of transfer of this
Global Note, the Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the Holder hereof as the absolute
owner of this Global Note (whether or not this Global Note shall be
overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment hereof or on
account hereof (except as otherwise provided in the Indenture), as
herein provided, and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such Holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge
liability for moneys payable on this Global Note.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of
beneficial ownership interests of this Global Note or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
No recourse for the payment of the principal of, or interest on,
this Global Note, or for any claims based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto or in any Note or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company, whether by virtue of
any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.
Except as otherwise expressly provided in this Global Note, this
Global Note shall in all respects be entitled to all benefits, and
subject to the same terms and conditions, as definitive registered
securities authenticated and delivered under the Indenture.
The Indenture and this Global Note shall be governed by and
construed in accordance with the laws of the State of Texas.
This Global Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Trustee under the Indenture referred to on the
reverse hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated as of January 17, 1996 BROWNING-FERRIS INDUSTRIES, INC.
TRUSTEE'S CERTIFICATE By:___________________________
OF AUTHENTICATION Title:________________________
This is one of the Securities Attest:______________________
of the series designated herein Title:_______________________
referred to in the within-mentioned
Indenture.
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, as Trustee
By:________________________________
Authorized Officer
THIS SECURITY IS A GLOBAL 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 MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
SUCH DEPOSITARY OR BY A NOMINEE OF SUCH DEPOSITARY TO SUCH
DEPOSITARY OR ANOTHER NOMINEE OF SUCH DEPOSITARY OR BY SUCH
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF SUCH DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in 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.
R - Principal Amount
$200,000,000
BROWNING-FERRIS INDUSTRIES, INC.
6.10% SENIOR NOTE DUE JANUARY 15, 2003
GLOBAL NOTE
Cusip 115885 AJ4
BROWNING-FERRIS INDUSTRIES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to Cede & Co., as the nominee of The
Depository Trust Company, or registered assigns, the principal
amount of Two Hundred Million Dollars ($200,000,000), on January
15, 2003 (the "Maturity Date") and to pay interest (computed on the
basis of a 360-day year of twelve 30-day months) on January 15 and
July 15 ("Interest Payment Date") in each year, beginning on July
15, 1996, and at the Maturity Date specified above on said
principal amount, at the rate of 6.10% per annum, from the date
hereof until payment of said principal amount has been made or duly
provided for. The interest so payable on any Interest Payment Date
(other than at maturity) will be paid to the Person in whose name
this Global Note is registered at the close of business on the last
day of the month immediately preceding the month in which such
interest payment is due (a "Regular Record Date"), next preceding
such Interest Payment Date, unless the Company shall default in the
payment of interest due on any such Interest Payment Date, in which
case such defaulted interest shall be paid to the Person in whose
name this Global Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest
established by notice to the registered holders of Notes not less
than ten days preceding such Special Record Date. In any case
where the date for any payment on the Notes is not a Business Day,
such payment shall be made on the next succeeding Business Day. A
Business Day is any day that is not a Saturday or Sunday and that,
in Houston, Texas, is not a day on which banking institutions are
generally authorized or required by law or executive order to
close.
Both principal of and interest on this Global Note are payable in
immediately available funds in any coin or currency of the United
States of America which at the time of payment is legal tender for
the payment of public and private debts. Payments of principal and
interest will be made in Houston, Texas, at the Corporate Trust
Office of Texas Commerce Bank National Association, or at such
other office or agency of the Company as the Company shall
designate pursuant to the Indenture referred to elsewhere herein.
This Global Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities"), of the series hereinafter
specified, issued or to be issued under a Restated Indenture dated
as of September 1, 1991, as amended by indentures supplemental
thereto (hereinafter called the "Indenture"), duly executed and
delivered by the Company to Texas Commerce Bank National
Association (successor trustee to First City, Texas--Houston,
National Association, formerly First City National Bank of
Houston), a banking corporation existing under the laws of the
United States of America, as trustee (hereinafter called the
"Trustee"), to which Indenture reference is hereby made for a
description of the respective rights and duties 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 at different rates,
may have different conversion prices (if any), may be subject to
different redemption provisions, may be subject to different
sinking, purchase or analogous funds, may be subject to different
covenants and Events of Default and may otherwise vary as in the
Indenture provided. This Global Note is a Global Security
representing the entire principal amount of a series of Securities
designated "6.10% Senior Notes due January 15, 2003" (herein called
the "Notes") issued under the Indenture. Unless otherwise provided
herein, all terms used in this Global Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The Notes do not have a sinking fund and are not redeemable prior
to maturity.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared,
and upon such declaration shall become, immediately due and
payable, in the manner, with the effect and subject to the
conditions provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the Holders of
a majority in principal amount of the Notes then Outstanding.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected. It is also provided in
the Indenture that prior to any declaration accelerating the
maturity of the Notes as a series, the Holders of a majority in
aggregate principal amount of the Securities of such series at the
time Outstanding may on behalf of the Holders of all of the
Securities of such series waive any past default with respect to
the Securities of such series under the Indenture and its
consequences, except a default in the payment of the principal of,
or interest on, any of the Securities of such series.
The Indenture provides that no Holder of any Note may enforce any
remedy under the Indenture except in the case of refusal or neglect
of the Trustee to act after notice of default and after request by
the Holders of 25% in principal amount of the Outstanding Notes in
certain events and the offer to the Trustee of security and
indemnity satisfactory to it; provided, however, that such
provision shall not prevent the Holder hereof from enforcing
payment of the principal of, or interest on, this Global Note.
No reference herein to the Indenture and no provision of this
Global Note or of the Indenture (including the Company's right to
defease and discharge the Notes pursuant to Article Four of 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 Global Note at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.
This Global Note shall be exchangeable for Securities registered in
the names of Persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is unwilling or
unable to continue as the Depositary or if at any time the
Depositary ceases to be a clearing agency registered under the
United States Securities Exchange Act of 1934, as amended, and the
Company fails to appoint a successor Depositary within 90 days
after the Company receives such notice or becomes aware of such
event, (ii) the Company executes and delivers to the Trustee a
Company Order that this Global Note shall be so exchangeable or
(iii) there shall have occurred and be continuing an Event of
Default, or an event which, with the giving of notice or the lapse
of time, or both, would constitute an Event of Default, with
respect to the Notes. To the extent that this Global Note is
exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Notes registered in such names as the Depositary
shall direct.
Except as provided in the immediately preceding paragraph, this
Global Note may not be transferred except as a whole by the
Depositary to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary
or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
Prior to due presentment for registration of transfer of this
Global Note, the Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the Holder hereof as the absolute
owner of this Global Note (whether or not this Global Note shall be
overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment hereof or on
account hereof (except as otherwise provided in the Indenture), as
herein provided, and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such Holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge
liability for moneys payable on this Global Note.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of
beneficial ownership interests of this Global Note or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
No recourse for the payment of the principal of, or interest on,
this Global Note, or for any claims based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto or in any Note or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company, whether by virtue of
any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.
Except as otherwise expressly provided in this Global Note, this
Global Note shall in all respects be entitled to all benefits, and
subject to the same terms and conditions, as definitive registered
securities authenticated and delivered under the Indenture.
The Indenture and this Global Note shall be governed by and
construed in accordance with the laws of the State of Texas.
This Global Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Trustee under the Indenture referred to on the
reverse hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated as of January 17, 1996 BROWNING-FERRIS INDUSTRIES, INC.
TRUSTEE'S CERTIFICATE By:__________________________
OF AUTHENTICATION Title:_______________________
This is one of the Securities Attest:______________________
of the series designated herein Title:_______________________
referred to in the within-mentioned
Indenture.
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, as Trustee
By:________________________________
Authorized Officer
