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 (Date of earliest event reported): July 16, 1998
Waste Management, Inc. (Exact name of Registrant as specified in its charter)
Delaware 1-12154 73-1309529
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1001 Fannin Street, Suite 4000
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 512-6200
USA Waste Services, Inc.
(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On July 16, 1998, pursuant to an Agreement and Plan of Merger, dated
as of March 10, 1998 (the "Merger Agreement"), among Waste Management, Inc.
(formerly known as USA Waste Services, Inc.), a Delaware corporation (the
"Registrant"), Dome Merger Subsidiary, Inc., a Delaware corporation and wholly
owned subsidiary of the Registrant ("Dome Merger Subsidiary"), and Waste
Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation ("Old Waste Management"), Dome Merger Subsidiary merged with and
into Old Waste Management (the "Merger"). Old Waste Management was the surviving
corporation in the Merger, and is now a wholly owned subsidiary of the
Registrant ("Waste Management Holdings"). In the Merger, each outstanding share
of common stock, par value $1.00 per share, of Old Waste Management, other than
shares held in Old Waste Management's treasury or owned by the Registrant or any
wholly owned subsidiary of the Registrant or of Old Waste Management, was
converted into the right to receive 0.725 of a share of common stock, par value
$0.01 per share, of the Registrant (the "Registrant Common Stock"). The Merger
is expected to be accounted for as a pooling of interests.
In connection with the Merger, the name of Old Waste Management was
changed to "Waste Management Holdings, Inc." and the name of the Registrant was
changed to "Waste Management, Inc.".
On July 15, 1998, the Registrant and Old Waste Management issued a
joint press release announcing that they had reached an agreement in principle
with the Antitrust Division of the Department of Justice in connection with the
Merger, and that their respective stockholders had approved certain matters
related to the Merger at special meetings held on July 15, 1998. On July 16,
1998, the Registrant issued a press release announcing the consummation of the
Merger. A copy of each press release is attached as an exhibit hereto and is
incorporated by reference herein.
Item 5. Other Events.
(a) On July 16, 1998, the Registrant, Waste Management Holdings and
Harris Trust and Savings Bank, as Trustee, entered into a First Supplemental
Indenture (the "Supplemental Indenture") with respect to the Indenture, dated as
of January 24, 1995, between Old Waste Management and NationsBank of Georgia,
National Association, pursuant to which Old Waste Management issued Convertible
Subordinated Notes due 2005 (the "Convertible Notes"). The Supplemental
Indenture provides that the Convertible Notes will, upon conversion pursuant to
their terms, be convertible into shares of Registrant Common Stock. A copy of
the Supplemental Indenture is attached as an exhibit hereto and is incorporated
by reference herein.
(b) On July 16, 1998, the Registrant and Waste Management Holdings
executed guarantees whereby each will guarantee certain of the outstanding
indebtedness of the other.
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Copies of these guarantees are attached as exhibits hereto and are incorporated
by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The required financial statements of Old Waste Management will be
filed by the Registrant by amendment within the prescribed time period.
(b) Pro forma financial information.
The required pro forma financial information will be filed by the
Registrant by amendment within the prescribed time period.
(c) Exhibits.
See the Index to Exhibits attached hereto.
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SIGNATURES
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 hereunto duly authorized.
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
Date: July 16, 1998 /s/ Gregory T. Sangalis
------------------------
Name: Gregory T. Sangalis
Title: Vice President and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
2 Agreement and Plan of Merger, dated as of March 10, 1998, among
USA Waste Services, Inc., Dome Merger Subsidiary, Inc. and Waste
Management, Inc. (incorporated by reference to Annex A to the
Joint Proxy Statement/Prospectus included as part of the
Registrant's Registration Statement on Form S-4 (File No.
333-56113) filed on June 5, 1998).
3.1 Certificate of Amendment of Restated Certificate of Incorporation
of the Registrant, filed July 16, 1998.
3.2 Conformed copy of Restated Certificate of Incorporation of the
Registrant, as amended as of July 16, 1998.
10.1 Supplemental Indenture, dated as of July 16, 1998, by and among
the Registrant, Waste Management Holdings, Inc. and Harris Trust
and Savings Bank.
10.2 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Liquid Yield Option Notes due 2010 (Zero
Coupon Subordinated) of Waste Management Holdings.
10.3 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Liquid Yield Option Notes due 2012 (Zero
Coupon Subordinated) of Waste Management Holdings.
10.4 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the 8 3/4% Debentures due 2018 of Waste
Management Holdings.
10.5 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Convertible Subordinated Notes due 2005
of Waste Management Holdings.
10.6 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the 6 5/8% Notes due July 15, 2002, 6% Notes
due November 2, 1998, 7% Notes due October 15, 2006, 7.10% Notes
due August 1, 2026, 7 1/8% Notes due June 15, 2001, 6.7% Notes
due
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2001, 6 1/4% Notes due April 1, 1999, 6 1/4% Notes due October
15, 2000, 6.65% Notes due May 15, 2005, 7% Notes due May 15,
2005, 8 1/4% Notes due November 15, 1999, Step-Up Notes due April
30, 2004 and 6 3/8% Notes due December 1, 2003 of Waste
Management Holdings.
10.7 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Step-Up Notes due October 1, 2002 and
7.65% Debentures due March 15, 2011 of Waste Management Holdings.
10.8 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 4% Convertible Subordinated Notes
due 2002 of the Registrant.
10.9 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 7% Senior Notes due 2004, 7 1/8%
Senior Notes due 2007, 6 1/2% Senior Notes due 2002, 7 1/8%
Senior Notes due 2017, 7% Senior Notes due 2028 and 6 1/8%
Mandatorily Tendered Senior Notes due 2011 of the Registrant.
10.10 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 5% Convertible Subordinated Notes
due 2006 of the Registrant.
10.11 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 4 1/2% Convertible Subordinated
Notes due 2001 of the Registrant.
99.1 Joint press release dated July 15, 1998 issued by the Registrant
and Old Waste Management.
99.2 Press Release dated July 16, 1998 issued by the Registrant.
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
USA WASTE SERVICES, INC.
USA Waste Services, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:
1. That the Board of Directors of the Corporation has
approved resolutions recommending to the stockholders of the Corporation that
the Corporation's Restated Certificate of Incorporation be amended in the
following respects:
That Article First of the Corporation's Restated
Certificate of Incorporation be deleted in its entirety, and the
following be inserted in its place:
First: The name of the Corporation is "Waste
Management, Inc.".
That the first sentence of Article Fourth of the
Corporation's Restated Certificate of Incorporation be deleted in its
entirety, and the following be inserted in its place:
Fourth: The total number of shares of capital stock
which the Corporation shall have authority to issue is one billion,
five hundred and ten million (1,510,000,000), divided into one
billion, five hundred million (1,500,000,000) shares of Common Stock
of the par value of one cent ($0.01) per share and ten million
(10,000,000) shares of Preferred Stock of the par value of one cent
($0.01) per share.
2. That said resolutions were duly approved by the
stockholders of the Corporation at the special meeting of the stockholders of
the Corporation held on July 15, 1998, notice of which was given in accordance
with the provisions of Section 222 of the General Corporation Law of the State
of Delaware.
3. That such amendments to the Corporation's Restated
Certificate of Incorporation have been duly adopted in accordance with Section
242 of the General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, this Certificate of Amendment of the
Corporation's Restated Certificate of Incorporation has been executed as of this
16th day of July, 1998.
USA WASTE SERVICES, INC.
By: /s/ Gregory T. Sangalis
-------------------------------------
Name: Gregory T. Sangalis
Title: Vice President and Secretary
ATTEST:
By: /s/ Bryan J. Blankfield
--------------------------------
Name: Bryan J. Blankfield
Title: Assistant Secretary
EXHIBIT 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
(Conformed Copy - As Amended As Of July 16, 1998)
The original Certificate of Incorporation of WASTE MANAGEMENT,
INC. (formerly known as USA Waste Services, Inc.) was filed with the Secretary
of State of the State of Delaware on April 28, 1995. The original Certificate of
Incorporation is hereby amended and restated pursuant to 8 Del. C. s.245 to read
in its entirety as follows:
First: The name of the Corporation is "Waste Management,
Inc.".
Second: The registered office of the Corporation in the State
of Delaware is located at Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle. The name and address of its registered
agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware.
Third: The nature of the business, objects and purposes to be
transacted, promoted or carried on by the Corporation is:
To engage in any lawful activity for which corporations may be
organized under the General Corporation Law of Delaware.
Fourth: The total number of shares of capital stock which the
Corporation shall have authority to issue is one billion, five hundred and ten
million (1,510,000,000), divided into one billion, five hundred million
(1,500,000,000) shares of Common Stock of the par value of one cent ($0.01) per
share and ten million (10,000,000) shares of Preferred Stock of the par value of
one cent ($0.01) per share.
A. No holder of Common Stock or Preferred Stock of the
Corporation shall have any pre-emptive, preferential, or other right to purchase
or subscribe for any shares of the unissued stock of the Corporation or of any
stock of the Corporation to be issued by reason of any increase of the
authorized capital stock of the Corporation or of the number of its shares, or
of any warrants, options, or bonds, certificates of indebtedness, debentures, or
other securities convertible into or carrying options or warrants to purchase
stock of the Corporation or of any stock of the Corporation purchased by it or
its nominee or nominees or other securities held in the treasury of the
Corporation, whether issued or sold for cash or other consideration or as a
dividend or otherwise other than, with respect to Preferred Stock, such rights,
if any, as the Board of Directors in its discretion from time to time may grant
and at such price as the Board of Directors in its discretion may fix.
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B. The holders of Common Stock shall have the right to one
vote per share on all questions to the exclusion of all other classes of stock,
except as by law expressly provided, as otherwise herein expressly provided or
as contained within a certificate of designation, with respect to the holders of
any other class or classes of stock.
C. The Board of Directors is authorized, subject to
limitations prescribed by law, by resolution or resolutions to provide for the
issuance of shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. The authority of
the Board with respect to each series shall include, but not be limited to,
determination of the following:
(1) The number of shares constituting that series and the
distinctive designation of that series;
(2) The dividend rights and dividend rate on the shares of
that series, whether dividends shall be cumulative, and, if so, from
which date or dates, and the relative rights of priority, if any, of
payment of dividends on shares of that series;
(3) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
(4) Whether that series shall have conversion or exchange
privileges, and, if so, the terms and conditions of such conversion or
exchange including provision for adjustment of the conversion or exchange
rate in such events as the Board of Directors shall determine;
(5) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be redeemable,
and the amount per share payable in cash on redemption, which amount may
vary under different conditions and at different redemption dates;
(6) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(7) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series;
(8) Any other relative rights, preferences and limitations of
that series; or
(9) Any or all of the foregoing terms.
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D. Except where otherwise set forth in the resolution or
resolutions adopted by the Board of Directors of the Corporation providing for
the issue of any series of Preferred Stock created thereby, the number of shares
comprising such series may be increased or decreased (but not below the number
of shares then outstanding) from time to time by like action of the Board of
Directors of the Corporation. Should the number of shares of any series be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to adoption of the resolution originally fixing the number of
shares of such series.
E. Shares of any series of Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or otherwise),
purchased or otherwise acquired by the Corporation, or which, if convertible or
exchangeable, have been converted into or exchanged for shares of stock of any
other class or classes, shall have the status of authorized and unissued shares
of Preferred Stock and may be reissued as a part of the series of which they
were originally a part or may be reclassified or reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred Stock, all
subject to the conditions or restrictions adopted by the Board of Directors of
the Corporation providing for the issue of any series of Preferred Stock and to
any filing required by law.
Fifth: The Corporation is to have perpetual existence.
Sixth: Elections of directors need not be by written ballot
unless the bylaws of the Corporation shall so provide. Meetings of stockholders
may be held within or without the State of Delaware, as the bylaws may provide.
The books of the Corporation may be kept (subject to any provision contained in
the statutes of the State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the bylaws of the Corporation.
Seventh: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of Delaware or
any amendment thereto or successor provision thereto, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
General Corporation Law of Delaware hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended General Corporation Law of Delaware. Neither this
Restated Certificate of Incorporation nor any amendment, alteration, or repeal
of this Article, nor the adoption of any provision of the Restated Certificate
of Incorporation inconsistent with this Article, shall adversely affect,
eliminate, or reduce any right or protection of a director of the Corporation
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4
hereunder with respect to any act, omission or matter occurring, or any action,
suit, or claim that, but for this Article, would accrue or arise, prior to the
time of such amendment, modification, repeal, or adoption of an inconsistent
provision. All references in this Article to a "director" shall also be deemed
to refer to such person or persons, if any, who pursuant to a provision of the
Restated Certificate of Incorporation in accordance with subsection (a) of
Section 141 of the Delaware General Corporation Law, exercise or perform any of
the powers or duties otherwise conferred or imposed upon the board of directors
by the Delaware General Corporation Law.
Eighth: This Corporation shall, to the maximum extent
permitted from time to time under the law of the State of Delaware, indemnify
and upon request shall advance expenses to any person who is or was a party or
is threatened to be made a party to any threatened, pending or completed action,
suit, proceeding or claim, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was or has agreed to
be a director or officer of this Corporation or any of its direct or indirect
subsidiaries or while such a director or officer is or was serving at the
request of this Corporation as a director, officer, partner, trustee, employee
or agent of any corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, against
expenses (including attorney's fees and expenses), judgments, fines, penalties
and amounts paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this Corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights arising
under any bylaws, agreement, vote of directors or stockholders or otherwise and
shall inure to the benefit of the heirs and legal representatives of such
person. Any person seeking indemnification under this Article shall be deemed to
have met the standard of conduct required for such indemnification unless the
contrary shall be established.
Ninth: (A) Except as otherwise provided in this Restated
Certificate of Incorporation or the Bylaws of the Corporation relating to the
rights of the holders of any class or series of Preferred Stock, voting
separately by class or series, to elect additional directors under specified
circumstances, the number of directors of the Corporation shall be as fixed from
time to time by, or in the manner provided in, the bylaws of the Corporation.
Unless approved by at least two-thirds of the incumbent directors, the number of
directors which shall constitute the whole Board of Directors shall be no fewer
than three and no more than nine.
(B) Commencing with the election of directors at the 1995
Annual Meeting of Stockholders, the directors, other than those who may be
elected by the holders of any class or series of Preferred Stock voting
separately by class or series, shall be classified, with respect to the time for
which they severally hold office, into three classes, Class I, Class II and
Class III, which shall be as nearly equal in number as possible, as shall be
provided in the manner specified in the bylaws of the Corporation. Each initial
director in Class I shall hold
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office for a term expiring at the 1996 annual meeting of stockholders; each
initial director of Class II shall hold office initially for a term expiring at
the 1997 annual meeting of stockholders; and each initial director of Class III
shall hold office for a term expiring at the 1998 annual meeting of
stockholders. Notwithstanding the foregoing provision of this Article, each
director shall serve until his successor is duly elected and qualified or until
his earlier death, resignation or removal. At each annual meeting of
stockholders following the 1995 annual meeting, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election and until their successors have been duly
elected and qualified or until their earlier death, resignation or removal.
(C) Except as otherwise provided pursuant to the provisions of
this Restated Certificate of Incorporation or the bylaws of the Corporation
relating to the rights of the holders of any class or series of Preferred Stock,
voting separately by class or series, to elect directors under specified
circumstances, any director or directors may be removed from office at any time,
with or without cause but only by the affirmative vote, at any annual meeting or
special meeting (as the case may be) of the stockholders, of not less than
two-thirds of the total number of votes of the then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, but only if notice of such
proposal was contained in the notice of such meeting.
(D) In the event of any increase or decrease in the authorized
number of directors, the newly created or eliminated directorships resulting
from such increase or decrease shall be appointed or determined by the Board of
Directors among the three classes of directors so as to maintain such classes as
nearly equal as possible. No decrease in the authorized number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
(E) Vacancies in the Board of Directors, however caused, and
newly-created directorships shall be filled solely by a majority vote of the
directors then in office, whether or not a quorum, and any director so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of the class to which the director has been chosen expires and
when the director's successor is elected and qualified, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
(F) Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of Preferred Stock issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filing
of vacancies, and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
unless expressly provided by such terms.
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(G) Notwithstanding any other provision of this Restated
Certificate of Incorporation or the Bylaws the Corporation (and notwithstanding
the fact that a lesser percentage may be specified by law, this Restated
Certificate of Incorporation or the Bylaws of the Corporation), the affirmative
vote, at any regular meeting or special meeting of the stockholders, of not less
than two-thirds of the total number of votes of the then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal, or to adopt any provision inconsistent with the purpose or intent of,
this Article, but only if notice of the proposed alteration or amendment was
contained in the notice of such meeting.
Tenth: In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the Corporation, or adopt new bylaws, without any
action on the part of the stockholders; provided, however, that no such
adoption, amendment or repeal shall be valid with respect to bylaw provisions
which have been adopted, amended or repealed by the stockholders; and further
provided, that bylaws adopted or amended by the Directors and any powers thereby
conferred may be amended, altered or repealed by the stockholders.
Eleventh: The Corporation reserves the right at any time, and
from time to time, to amend, alter, change, or repeal any provision contained in
this Restated Certificate of Incorporation, and other provisions authorized by
the laws of the State of Delaware at the time in force may be added or inserted,
in the manner now or hereafter prescribed by law; and all rights, preferences,
and privileges of whatsoever nature conferred upon stockholders, directors, or
any other persons whomsoever by and pursuant to this Restated Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
the rights reserved in this Article; provided, however, that the Corporation
shall not amend Article Ninth to be effective on a date other than a date on
which directors are elected.
Conformed Copy
- --------------------------------------------------------------------------------
FIRST SUPPLEMENTAL INDENTURE
AMONG
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.),
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.,
formerly known as WMX Technologies, Inc.),
and
HARRIS TRUST AND SAVINGS BANK,
as successor to NationsBank of Georgia, National Association
-------------------------
Dated as of July 16, 1998
-------------------------
Supplemental to Indenture dated as of
January 24, 1995 between WMX Technologies, Inc.
and NationsBank of Georgia, National Association
- --------------------------------------------------------------------------------
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of July 16, 1998 (this
"Supplemental Indenture"), by and among Waste Management, Inc. (formerly known
as USA Waste Services, Inc.), a Delaware corporation ("New Waste Management"),
Waste Management Holdings, Inc. (formerly known as Waste Management, Inc.), a
Delaware corporation (the "Company"), and Harris Trust and Savings Bank, a
banking corporation organized and existing under the laws of the State of
Illinois, as Trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company and the Trustee have heretofore entered
into an Indenture dated as of January 24, 1995 (the "Indenture") to provide for
the issuance of the Company's Convertible Subordinated Notes due 2005 (the
"Securities");
WHEREAS, as of July 16, 1998, Dome Merger Subsidiary, Inc., a
Delaware corporation and a wholly owned subsidiary of New Waste Management
("Merger Sub"), was merged with and into the Company (the "Merger"), as a result
of which the Company became a wholly owned subsidiary of New Waste Management;
WHEREAS, in the Merger, each outstanding share of common
stock, $1.00 par value, of the Company was converted into the right to receive
0.725 of a share of common stock, $0.01 par value, of New Waste Management ("New
Waste Management Shares"), and no fractional New Waste Management Shares will be
issued in connection with the Merger, but instead cash will be paid in lieu of
any resulting fractional share;
WHEREAS, the Merger is permitted pursuant to Section 5.1 of
the Indenture;
WHEREAS, New Waste Management and the Company have duly
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in order to reflect the effectiveness of the Merger, as required by
the Indenture;
WHEREAS, pursuant to Section 11.14 of the Indenture, New
Waste Management, as the issuer of securities deliverable upon conversion of the
Securities, is required to execute and deliver to the Trustee this Supplemental
Indenture;
WHEREAS, Section 9.1(2) of the Indenture provides that the
Company and the Trustee may amend the Indenture without the consent of any
holder of Securities to comply with Section 11.14 of the Indenture; and
WHEREAS, New Waste Management and the Company have duly
authorized the execution and delivery of this Supplemental Indenture and all
things necessary have been done to make this Supplemental Indenture a valid
agreement of New Waste Management and the Company, in accordance with its terms.
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NOW THEREFORE, for and in consideration of the premises, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all holders of Securities, without preference, priority or distinction, as
follows:
ARTICLE I
Section 1.01. Conversion of Securities. (a) From and after
the date hereof, the Holder of a Security may convert such Security in
accordance with the terms of the Indenture into (i) the number of New Waste
Management Shares which such Holder would have received immediately after the
Merger if such Holder had converted the Security immediately before the
effective time of the Merger, subject to adjustment as provided in paragraph (b)
of this Section 1.01, and (ii) cash in lieu of fractional New Waste Management
Shares, as provided in the Indenture.
(b) The Conversion Rate shall be as specified in Article XI
of the Indenture, as adjusted in accordance with the provisions of Article XI of
the Indenture prior to the Merger. For events occurring from and after the date
hereof, the Conversion Rate shall be adjusted in a manner as nearly equivalent
as may be practical to the adjustments provided for in Article XI of the
Indenture.
ARTICLE II
Section 2.01. Trustee Not Responsible for Recitals. The
recitals contained herein shall be taken as the statements of the Company and
New Waste Management, and the Trustee assumes no responsibility for their
correctness.
Section 2.02. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not effect the construction
hereof.
Section 2.03. Successors and Assigns. This Supplemental
Indenture shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto.
Section 2.04. Separability Clause. In case any provision in
this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 2.05. Use of Capitalized Terms. The use of
capitalized terms not otherwise defined in this Supplemental Indenture shall
have the respective meanings ascribed to them in the Indenture.
<PAGE>
3
Section 2.06. Governing Law. This Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
Illinois.
Section 2.07. Effect of Execution and Delivery Hereof. From
and after the execution and delivery of this Supplemental Indenture, (a) the
Indenture shall be deemed to be amended and modified as provided herein, (b)
this Supplemental Indenture shall form a part of the Indenture, (c) except as
modified and amended by this Supplemental Indenture, the Indenture shall
continue in full force and effect, (d) the Securities shall continue to be
governed by the Indenture, as modified and amended by this Supplemental
Indenture, and (e) every Holder of Securities heretofore and hereafter
authenticated and delivered under the Indenture shall be bound by this
Supplemental Indenture.
Section 2.08. Execution of Counterparts. This Supplemental
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
* * *
<PAGE>
4
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first above
written.
WASTE MANAGEMENT, INC.
formerly known as USA Waste Services, Inc.
By: /s/ Earl E. DeFrates
--------------------------------------------
Name: Earl E. DeFrates
Title: Executive Vice President and
Chief Financial Officer
Attest:
By: /s/ Bryan J. Blankfield
----------------------------
Name: Bryan J. Blankfield
Title: Assistant Secretary
WASTE MANAGEMENT HOLDINGS, INC.
formerly known as Waste Management, Inc.
By: /s/ Gregory T. Sangalis
--------------------------------------------
Name: Gregory T. Sangalis
Title: Vice President and Secretary
Attest:
By: /s/ Bryan J. Blankfield
----------------------------
Name: Bryan J. Blankfield
Title: Assistant Secretary
<PAGE>
5
HARRIS TRUST AND SAVINGS BANK,
AS TRUSTEE
By: /s/ J. Bartolini
---------------------------------------
Name: J. Bartolini
Title: Vice President
Attest:
By: /s/ C. Potter
----------------------------
Name: C. Potter
Title: Assistant Secretary
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
in Favor of the Holders
of Certain Debt Securities
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.),
as successor to Chemical Waste Management, Inc.
LIQUID YIELD OPTION(TM) NOTES DUE 2010
(Zero Coupon - Subordinated)
- -----------------------------
(TM)Trademark of Merrill Lynch & Co., Inc.
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the Liquid Yield
Option(TM) Notes due 2010 (Zero Coupon - Subordinated) (the "Debt Securities")
of Waste Management Holdings, Inc. (formerly known as Waste Management, Inc.), a
Delaware corporation (the "Issuer"), as successor to Chemical Waste Management,
Inc. ("CWM").
W I T N E S S E T H:
SECTION 1. Guarantee. The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of the principal of, premium, if any, and interest on
the Debt Securities (the "Obligations"), according to the terms of the Debt
Securities and as more fully described in the Indenture, dated as of August 1,
1990, between CWM and Harris Trust and Savings Bank, as trustee (the "Trustee"),
as amended by the First Supplemental Indenture dated as of January 24, 1995 by
and among CWM, the Issuer, as successor to CWM, and the Trustee (as amended,
modified or otherwise supplemented from time to time, the "Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) subordinate and junior in
right of payment to all "Senior Indebtedness" (as such term is defined in (i)
the Indenture, dated as of February 1, 1997, between the Guarantor and Texas
Commerce Bank National Association, (ii) the Indenture, dated as of June 5,
1996,
<PAGE>
2
between United Waste Systems, Inc. ("United") and Bankers Trust Company, as
supplemented by the First Supplemental Indenture, dated as of August 26, 1997,
among the Guarantor, United and Bankers Trust Company and (iii) the Indenture,
dated as of March 1, 1996, between Sanifill, Inc. ("Sanifill") and Texas
Commerce Bank National Association, as supplemented by the First Supplemental
Indenture, dated as of September 3, 1996, among Sanifill, the Guarantor and
Texas Commerce Bank National Association) of the Guarantor (collectively, the
"Guarantor's Senior Debt") to the same extent as the Guarantor's guarantees of
the Issuer's Liquid Yield Option Notes due 2012 (Zero Coupon -- Subordinated)
and Convertible Subordinated Notes due 2005 (the "Guarantor's Subordinated
Guarantees") and (b) pari passu with the Guarantor's Subordinated Guarantees and
the Guarantor's 5% Convertible Subordinated Notes due 2006, 4 1/2% Convertible
Subordinated Notes due 2001 and 4% Convertible Subordinated Debentures due 2002.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Issuer thereunder and (2) the Banks under the
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named
<PAGE>
3
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Issuer thereunder, (ii) be binding upon the
Guarantor, its successors and assigns, and (iii) inure to the benefit of and be
enforceable by any holder of Debt Securities, the Trustee, and by their
respective successors, transferees, and assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT
OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT, INC.
By: /s/ Earl E. DeFrates
-------------------------------------
Name: Earl E. DeFrates
Title: Executive Vice President and
Chief Financial Officer
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
LIQUID YIELD OPTION(TM) NOTES DUE 2012
(Zero Coupon - Subordinated)
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the Liquid Yield
Option(TM) Notes due 2012 (Zero Coupon - Subordinated) (the "Debt Securities")
of Waste Management Holdings, Inc. (formerly known as Waste Management, Inc.), a
Delaware corporation (the "Issuer").
W I T N E S S E T H:
SECTION 1. Guarantee. The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of the principal of, premium, if any, and interest on
the Debt Securities (the "Obligations"), according to the terms of the Debt
Securities and as more fully described in the Indenture (as amended, modified or
otherwise supplemented from time to time, the "Indenture") dated as of November
1, 1988, between the Issuer and Harris Trust and Savings Bank, as trustee (the
"Trustee").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) subordinate and junior in
right of payment to all "Senior Indebtedness" (as such term is defined in each
of (i) the Indenture, dated as of February 1, 1997, between the Guarantor and
Texas Commerce Bank National Association, (ii) the Indenture, dated as of June
5, 1996, between United Waste Systems, Inc. ("United") and Bankers Trust
Company, as supplemented by the First Supplemental Indenture, dated as of August
26, 1997, among the Guarantor, United and Bankers Trust Company and (iii) the
Indenture, dated as of March 1,
<PAGE>
2
1996, between Sanifill, Inc. ("Sanifill") and Texas Commerce Bank National
Association, as supplemented by the First Supplemental Indenture, dated as of
September 3, 1996, among Sanifill, the Guarantor and Texas Commerce Bank
National Association) of the Guarantor (collectively, the "Guarantor's Senior
Debt") to the same extent as the Guarantor's guarantees of the Issuer's Liquid
Yield Option Notes due 2010 (Zero Coupon -- Subordinated) and Convertible
Subordinated Notes due 2005 (the "Guarantor's Subordinated Guarantees") and (b)
pari passu with the Guarantor's Subordinated Guarantees and the Guarantor's 5%
Convertible Subordinated Notes due 2006, 4 1/2% Convertible Subordinated Notes
due 2001 and 4% Convertible Subordinated Debentures due 2002.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Issuer thereunder and (2) the Banks under the
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Issuer
thereunder, (ii) be binding upon the Guarantor, its successors and assigns, and
(iii)
<PAGE>
3
inure to the benefit of and be enforceable by any holder of Debt Securities, the
Trustee, and by their respective successors, transferees, and assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT
OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT, INC.
By: /s/ Earl E. DeFrates
--------------------------------------
Name: Earl E. DeFrates
Title: Executive Vice President and
Chief Financial Officer
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
8 3/4% Debentures due 2018
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the 8 3/4% Debentures
2018 (the "Debt Securities") of Waste Management Holdings, Inc. (formerly known
as Waste Management, Inc.), a Delaware corporation (the "Issuer").
W I T N E S S E T H:
SECTION 1. Guarantee. The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of the principal of, premium, if any, and interest on
the Debt Securities (the "Obligations"), according to the terms of the Debt
Securities and as more fully described in the Indenture (as amended, modified or
otherwise supplemented from time to time, the "Indenture") dated as of April 15,
1988, between the Issuer and NCNB National Bank of Florida, as trustee (the
"Trustee").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) pari passu with all "Senior
Indebtedness" (as such term is defined in each of (i) the Indenture, dated as of
February 1, 1997, between the Guarantor and Texas Commerce Bank National
Association, (ii) the Indenture, dated as of June 5, 1996, between United Waste
Systems, Inc. ("United") and Bankers Trust Company, as supplemented by the First
Supplemental Indenture, dated as of August 26, 1997, among the Guarantor, United
and Bankers Trust Company and (iii) the Indenture, dated as of March 1, 1996,
between Sanifill, Inc.
<PAGE>
2
("Sanifill") and Texas Commerce Bank National Association, as supplemented by
the First Supplemental Indenture, dated as of September 3, 1996, among Sanifill,
the Guarantor and Texas Commerce Bank National Association) of the Guarantor to
the same extent as the Guarantor's guarantees of the Issuer's 6 5/8% Notes due
July 14, 2002, 6% Notes due November 2, 1998, 7% Notes due October 15, 2006,
7.10% Notes due August 1, 2026, 7 1/8% Notes due June 15, 2001, 6.7% Notes due
2001, 6 1/4% Notes due April 1, 1999, 6 1/4% Notes due October 15, 2000, 6.65%
Notes due May 15, 2005, 7% Notes due May 15, 2005, 8 1/4% Notes due November 15,
1999, Step-Up Notes due April 30, 2004, 6 3/8% Notes due December 1, 2003,
Step-Up Notes due October 1, 2002 and 7.65% Debentures due March 15, 2011 and
(b) senior in right of payment to the Guarantor's 5% Convertible Subordinated
Notes due 2026, 4 1/2% Convertible Subordinated Notes due 2001 and 4%
Convertible Subordinated Debentures due 2002 and to the Guarantor's guarantees
of the Issuer's Liquid Yield Option Notes due 2010 (Zero Coupon --
Subordinated), Liquid Yield Option Notes due 2012 (Zero Coupon -- Subordinated)
and Convertible Subordinated Notes due 2005.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Issuer thereunder and (2) the Banks under the
<PAGE>
3
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Issuer
thereunder, (ii) be binding upon the Guarantor, its successors and assigns, and
(iii) inure to the benefit of and be enforceable by any holder of Debt
Securities, the Trustee, and by their respective successors, transferees, and
assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT
OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT, INC.
By: /s/ Earl E. DeFrates
--------------------------------------
Name: Earl E. DeFrates
Title: Executive Vice President and
Chief Financial Officer
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
Convertible Subordinated Notes due 2005
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the Convertible
Subordinated Notes due 2005 (the "Debt Securities") of Waste Management
Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation (the "Issuer").
W I T N E S S E T H:
SECTION 1. Guarantee. The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of the principal of, premium, if any, and interest on
the Debt Securities (the "Obligations"), according to the terms of the Debt
Securities and as more fully described in the Indenture, dated as of January 24,
1995, between the Issuer and NationsBank of Georgia, National Association, as
trustee, as supplemented by the First Supplemental Indenture, dated as of July
16, 1998, among the Guarantor, the Issuer and Harris Trust and Savings Bank, as
trustee (the "Trustee") (as amended, modified or otherwise supplemented from
time to time, the "Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) subordinate and junior in
right of payment to all "Senior Indebtedness" (as such term is defined in (i)
the Indenture, dated as of February 1, 1997, between the Guarantor and Texas
Commerce Bank National Association, (ii) the Indenture, dated as of June 5,
1996, between United Waste Systems, Inc. ("United") and Bankers Trust Company,
as supplemented
<PAGE>
2
by the First Supplemental Indenture, dated as of August 26, 1997, among the
Guarantor, United and Bankers Trust Company and (iii) the Indenture, dated as
of March 1, 1996, between Sanifill, Inc. ("Sanifill") and Texas Commerce Bank
National Association, as supplemented by the First Supplemental Indenture, dated
as of September 3, 1996, among Sanifill, the Guarantor and Texas Commerce Bank
National Association) of the Guarantor (collectively, the "Guarantor's Senior
Debt") to the same extent as the Guarantor's guarantees of the Issuer's Liquid
Yield Option Notes due 2012 (Zero Coupon -- Subordinated) and Liquid Yield
Option Notes due 2010 (the "Guarantor's Subordinated Guarantees") and (b) pari
passu with the Guarantor's Subordinated Guarantees and the Guarantor's 5%
Convertible Subordinated Notes due 2006, 4 1/2% Convertible Subordinated Notes
due 2001 and 4% Convertible Subordinated Debentures due 2002.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Issuer thereunder and (2) the Banks under the
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee
<PAGE>
3
of the Issuer thereunder, (ii) be binding upon the Guarantor, its successors and
assigns, and (iii) inure to the benefit of and be enforceable by any holder of
Debt Securities, the Trustee, and by their respective successors, transferees,
and assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT
OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT, INC.
By: /s/ Earl E. DeFrates
--------------------------------------
Name: Earl E. DeFrates
Title: Executive Vice President and
Chief Financial Officer
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the debt securities
listed on Schedule A attached hereto (the "Debt Securities") of Waste Management
Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation (the "Issuer").
W I T N E S S E T H:
SECTION 1. Guarantee. The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of the principal of, premium, if any, and interest on
the Debt Securities (the "Obligations"), according to the terms of the Debt
Securities and as more fully described in the Indenture (as amended, modified or
otherwise supplemented from time to time, the "Indenture") dated as of June 1,
1993, between Issuer and The Fuji Bank and Trust Company, as trustee (the
"Trustee").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) pari passu with all "Senior
Indebtedness" (as such term is defined in each of (i) the Indenture, dated as of
February 1, 1997, between the Guarantor and Texas Commerce Bank National
Association, (ii) the Indenture, dated as of June 5, 1996, between United Waste
Systems, Inc. ("United") and Bankers Trust Company, as supplemented by the First
Supplemental Indenture, dated as of August 26, 1997, among the Guarantor, United
and Bankers Trust Company and (iii) the Indenture, dated as of March 1, 1996,
between Sanifill, Inc.
<PAGE>
2
("Sanifill") and Texas Commerce Bank National Association, as supplemented by
the First Supplemental Indenture, dated as of September 3, 1996, among Sanifill,
the Guarantor and Texas Commerce Bank National Association) of the Guarantor
(collectively, the "Guarantor's Senior Debt") to the same extent as the
Guarantor's guarantees of the Issuer's 8 3/4% Debentures due 2018, Step-Up Notes
due October 1, 2002 and 7.65% Debentures due March 15, 2011 (the "Guarantor's
Senior Guarantees") and (b) senior in right of payment to the Guarantor's 5%
Convertible Subordinated Notes due 2026, 4 1/2% Convertible Subordinated Notes
due 2001 and 4% Convertible Subordinated Debentures due 2002 and to the
Guarantor's guarantees of the Issuer's Liquid Yield Option Notes due 2010 (Zero
Coupon -- Subordinated), Liquid Yield Option Notes due 2012 (Zero Coupon --
Subordinated) and Convertible Subordinated Notes due 2005.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Issuer thereunder and (2) the Banks under the
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee
<PAGE>
3
of the Issuer thereunder, (ii) be binding upon the Guarantor, its successors and
assigns, and (iii) inure to the benefit of and be enforceable by any holder of
Debt Securities, the Trustee, and by their respective successors, transferees,
and assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT
OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT, INC.
By: /s/ Earl E. DeFrates
--------------------------------------
Name: Earl E. DeFrates
Title: Executive Vice President and
Chief Financial Officer
<PAGE>
SCHEDULE A
6 5/8% Notes due July 15, 2002
6% Notes due November 2, 1998
7% Notes due October15, 2006
7.10% Notes due August 1, 2026
7 1/8% Notes due June 15, 2001
6.7% Notes due 2001
6 1/4% Notes due April 1, 1999
6 1/4% Notes due October 15, 2000
6.65% Notes due May 15, 2005
7% Notes due May 15, 2005
8 1/4% Notes due November 15, 1999
Step-Up Notes due April 30, 2004
6 3/8% Notes due December 1, 2003
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
Step-Up Notes due October 1, 2002
7.65% Debentures due March 15, 2011
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the Step-up Notes due
October 1, 2002 and the 7.65% Debentures due March 15, 2011 (collectively, the
"Debt Securities") of Waste Management Holdings, Inc. (formerly known as Waste
Management, Inc.), a Delaware corporation (the "Issuer").
W I T N E S S E T H:
SECTION 1. Guarantee. The Guarantor hereby unconditionally
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of the principal of, premium, if any, and interest on
the Debt Securities (the "Obligations"), according to the terms of the Debt
Securities and as more fully described in the Indenture (as amended, modified or
otherwise supplemented from time to time, the "Indenture") dated as of August 1,
1989, amended as of December 1, 1990, between the Issuer and The Fuji Bank and
Trust Company, as trustee (the "Trustee").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) pari passu with all "Senior
Indebtedness" (as such term is defined in each of (i) the Indenture, dated as of
February 1, 1997, between the Guarantor and Texas Commerce Bank National
Association, (ii) the Indenture, dated as of June 5, 1996, between United Waste
Systems, Inc. ("United") and Bankers Trust Company, as supplemented by the First
Supplemental Indenture, dated as of August 26, 1997, among the Guarantor, United
and
<PAGE>
2
Bankers Trust Company and (iii) the Indenture, dated as of March 1, 1996,
between Sanifill, Inc. ("Sanifill") and Texas Commerce Bank National
Association, as supplemented by the First Supplemental Indenture, dated as of
September 3, 1996, among Sanifill, the Guarantor and Texas Commerce Bank
National Association) of the Guarantor to the same extent as the Guarantor's
guarantees of the Issuer's 8 3/4% Debentures due 2018, 6 5/8% Notes due July 14,
2002, 6% Notes due November 2, 1998, 7% Notes due October 15, 2006, 7.10% Notes
due August 1, 2026, 1/8% Notes due June 15, 2001, 6.7% Notes due 2001, 6 1/4%
Notes due April 1, 1999, 6 1/4% Notes due October 15, 2000, 6.65% Notes due May
15, 2005, 7% Notes due May 15, 2005, 8 1/4% Notes due November 15, 1999, Step-Up
Notes due April 30, 2004 and 6 3/8% Notes due December 1, 2003 and (b) senior in
right of payment to the Guarantor's 5% Convertible Subordinated Notes due 2026,
4 1/2% Convertible Subordinated Notes due 2001 and 4% Convertible Subordinated
Debentures due 2002 and to the Guarantor's guarantees of the Issuer's Liquid
Yield Option Notes due 2010 (Zero Coupon -- Subordinated), Liquid Yield Option
Notes due 2012 (Zero Coupon -- Subordinated) and Convertible Subordinated Notes
due 2005.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Issuer thereunder and (2) the Banks under the
<PAGE>
3
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Guarantor, the Issuer (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Issuer
thereunder, (ii) be binding upon the Guarantor, its successors and assigns, and
(iii) inure to the benefit of and be enforceable by any holder of Debt
Securities, the Trustee, and by their respective successors, transferees, and
assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT
OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT, INC.
By: /s/ Earl E. DeFrates
--------------------------------------
Name: Earl E. DeFrates
Title: Executive Vice President and
Chief Financial Officer
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
4% Convertible Subordinated Debentures Due 2002
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the 4% Convertible
Subordinated Debentures Due 2002 (the "Debt Securities") of Waste Management,
Inc. (formerly known as USA Waste Services, Inc.), a Delaware corporation (the
"Issuer").
W I T N E S S E T H:
SECTION 1. Guarantee. (a) The Guarantor hereby
unconditionally guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the principal of, premium, if any,
and interest on the Debt Securities (the "Obligations"), according to the terms
of the Debt Securities and as more fully described in the Indenture (as amended,
modified or otherwise supplemented from time to time, the "Indenture"), dated as
of February 1, 1997, between the Issuer and Texas Commerce Bank National
Association, as trustee (the "Trustee").
(b) It is the intention of the Guarantor that this Guarantee
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to this Guarantee.
To effectuate the foregoing intention, the Obligations of the Guarantor under
this Guarantee shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
the Guarantor (other than guarantees of the Guarantor in respect of subordinated
debt) that are relevant under such laws, result in the Obligations of the
Guarantor under this Guarantee not constituting a fraudulent transfer or
conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S.
Code, or any similar Federal or state law for the relief of debtors.
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
<PAGE>
2
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) subordinate and junior in
right of payment to all "Senior Indebtedness" (as such term is defined in the
Indenture, dated as of January 24, 1995, between the Guarantor and NationsBank
of Georgia, National Association, as supplemented by the First Supplemental
Indenture, dated as of July 16, 1998, among the Guarantor, the Issuer and Harris
Trust and Savings Bank, as trustee), "Senior Debt" (as such term is defined in
the Indenture, dated as of November 1, 1988, between the Guarantor and Harris
Trust and Savings Bank), and "Senior Indebtedness" (as such term is defined in
the Indenture, dated as of August 1, 1990, between Chemical Waste Management,
Inc. ("CWM") and Harris Trust and Savings Bank, as supplemented by the First
Supplemental Indenture, dated as of January 24, 1995, among CWM, the Guarantor,
as successor to CWM, and Harris Trust and Savings Bank) of the Guarantor
(collectively, the "Guarantor's Senior Debt") to the same extent as the
Guarantor's guarantees of the Issuer's 5% Convertible Subordinated Notes due
2006 and 4 1/2% Convertible Subordinated Notes due 2001 (the "Guarantor's
Subordinated Guarantees") and (b) pari passu with the Guarantor's Subordinated
Guarantees and the Guarantor's Liquid Yield Option Notes due 2010 (Zero Coupon
- -- Subordinated), Liquid Yield Option Notes due 2012 (Zero Coupon
- --Subordinated) and Convertible Subordinated Notes due 2005.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
<PAGE>
3
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Issuer, the Guarantor (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Guarantor thereunder and (2) the Banks under the
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Issuer, the Guarantor (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Guarantor
thereunder, (ii) be binding upon the Guarantor, its successors and assigns, and
(iii) inure to the benefit of and be enforceable by any holder of Debt
Securities, the Trustee, and by their respective successors, transferees, and
assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
<PAGE>
4
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT
OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
By: /s/ Gregory T. Sangalis
---------------------------------------
Name: Gregory T. Sangalis
Title: Vice President and Secretary
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
7% Senior Notes Due 2004
7 1/8% Senior Notes Due 2007
6 1/2% Senior Notes Due 2002
7 1/8% Senior Notes Due 2017
7% Senior Notes Due 2028
6 1/8% Mandatorily Tendered Senior Notes Due 2011
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the 7% Senior Notes
Due 2004, the 7 1/8% Senior Notes Due 2007, the 6 1/2% Senior Notes Due 2002,
the 7 1/8% Senior Notes Due 2017, the 7% Senior Notes due 2028 and the 6 1/8%
Mandatorily Tendered Senior Notes Due 2011 (collectively, the "Debt Securities")
of Waste Management, Inc. (formerly known as USA Waste Services, Inc.), a
Delaware corporation (the "Issuer").
W I T N E S S E T H:
SECTION 1. Guarantee. (a) The Guarantor hereby
unconditionally guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the principal of, premium, if any,
and interest on the Debt Securities (the "Obligations"), according to the terms
of the Debt Securities and as more fully described in the Senior Indenture (as
amended, modified or otherwise supplemented from time to time, the "Indenture"),
dated as of September 10, 1997, between the Issuer and Texas Commerce Bank
National Association, as trustee (the "Trustee").
(b) It is the intention of the Guarantor that this Guarantee
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to this Guarantee.
To effectuate the foregoing intention, the Obligations of the Guarantor under
this Guarantee shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
the Guarantor (other than guarantees of the Guarantor in respect of subordinated
debt) that are relevant under such laws, result in the Obligations of the
Guarantor under this Guarantee not constituting a fraudulent transfer or
conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S.
Code, or any similar Federal or state law for the relief of debtors.
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
<PAGE>
2
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Issuer, or a guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) pari passu with all "Senior
Indebtedness" (as such term is defined in the Indenture, dated as of January 24,
1995, between the Guarantor and NationsBank of Georgia, National Association, as
supplemented by the First Supplemental Indenture, dated as of July 16, 1998,
among the Guarantor, the Issuer and Harris Trust and Savings Bank, as trustee),
"Senior Debt" (as such term is defined in the Indenture, dated as of November 1,
1988, between the Guarantor and Harris Trust and Savings Bank), and "Senior
Indebtedness" (as such term is defined in the Indenture, dated as of August 1,
1990, between Chemical Waste Management, Inc. ("CWM") and Harris Trust and
Savings Bank, as supplemented by the First Supplemental Indenture, dated as of
January 24, 1995, among CWM, the Guarantor, as successor to CWM, and Harris
Trust and Savings Bank) of the Guarantor and (b) senior in right of payment to
the Guarantor's Liquid Yield Option Notes due 2010 (Zero Coupon --
Subordinated), Liquid Yield Option Notes due 2012 (Zero Coupon -- Subordinated)
and Convertible Subordinated Notes due 2005 and to the Guarantor's guarantees of
the Issuer's 5% Convertible Subordinated Notes due 2006 and 4 1/2% Convertible
Subordinated Notes due 2001.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Issuer, any right to require a
proceeding filed first against the Issuer, protest or notice with respect to the
Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.
<PAGE>
3
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Issuer or any successor thereto, (B)
the date, if any, on which the Issuer or any successor thereto shall consolidate
with or merge into the Guarantor, (C) payment in full of the Obligations and (D)
the release by (1) the Banks under the Loan Agreement, dated as of July 16,
1998, by and among the Issuer, the Guarantor (as guarantor) and the Banks, the
Administrative Agent, the Documentation Agent and the Syndication Agents named
therein (or under any replacement or new principal credit facility of the
Issuer) of the guarantee of the Guarantor thereunder and (2) the Banks under the
Second Amended and Restated Revolving Credit Agreement, dated as of July 16,
1998, by and among the Issuer, the Guarantor (as guarantor), Bank of America
National Trust and Savings Association, Morgan Guaranty Trust Company of New
York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Guarantor
thereunder, (ii) be binding upon the Guarantor, its successors and assigns, and
(iii) inure to the benefit of and be enforceable by any holder of Debt
Securities, the Trustee, and by their respective successors, transferees, and
assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Issuer or otherwise, all as though such payment had not
been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
<PAGE>
4
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO
CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
By: /s/ Gregory T. Sangalis
---------------------------------------
Name: Gregory T. Sangalis
Title: Vice President and Secretary
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
5% Convertible Subordinated Debentures Due 2006
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the 5% Convertible
Subordinated Debentures Due 2006 (the "Debt Securities") of Sanifill, Inc.
("Sanifill"), a Delaware corporation and a wholly owned subsidiary of Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Co-Obligor").
W I T N E S S E T H:
SECTION 1. Guarantee. (a) The Guarantor hereby
unconditionally guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the principal of, premium, if any,
and interest on the Debt Securities (the "Obligations"), according to the terms
of the Debt Securities and as more fully described in the Indenture dated as of
March 1, 1996 between Sanifill and Texas Commerce Bank National Association, as
trustee (the "Trustee"), as supplemented and amended by the First Supplemental
Indenture dated as of September 3, 1996 by and among Sanifill, the Co-Obligor
and the Trustee (as amended, modified or otherwise supplemented from time to
time, the "Indenture").
(b) It is the intention of the Guarantor that this Guarantee
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to this Guarantee.
To effectuate the foregoing intention, the Obligations of the Guarantor under
this Guarantee shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
the Guarantor (other than guarantees of the Guarantor in respect of subordinated
debt) that are relevant under such laws, result in the Obligations of the
Guarantor under this Guarantee not constituting a fraudulent transfer or
conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S.
Code, or any similar Federal or state law for the relief of debtors.
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
<PAGE>
2
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Co-Obligor, or a
guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) subordinate and junior in
right of payment to all "Senior Indebtedness" (as such term is defined in the
Indenture, dated as of January 24, 1995, between the Guarantor and NationsBank
of Georgia, National Association, as supplemented by the First Supplemental
Indenture, dated as of July 16, 1998, among the Guarantor, the Issuer and Harris
Trust and Savings Bank, as trustee), "Senior Debt" (as such term is defined in
the Indenture, dated as of November 1, 1988, between the Guarantor and Harris
Trust and Savings Bank), and "Senior Indebtedness" (as such term is defined in
the Indenture, dated as of August 1, 1990, between Chemical Waste Management,
Inc. ("CWM") and Harris Trust and Savings Bank, as supplemented by the First
Supplemental Indenture, dated as of January 24, 1995, among CWM, the Guarantor,
as successor to CWM, and Harris Trust and Savings Bank) of the Guarantor
(collectively, the "Guarantor's Senior Debt") to the same extent as the
Guarantor's guarantees of the Issuer's 4% Convertible Subordinated Debentures
due 2002 and 4 1/2% Convertible Subordinated Notes due 2001 (the "Guarantor's
Subordinated Guarantees") and (b) pari passu with the Guarantor's Subordinated
Guarantees and the Guarantor's Liquid Yield Option Notes due 2010 (Zero Coupon
- -- Subordinated), Liquid Yield Option Notes due 2012 (Zero Coupon
- --Subordinated) and Convertible Subordinated Notes due 2005.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Co-Obligor, any right to require a
proceeding filed first against the Co-Obligor, protest or notice with respect to
the Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other
<PAGE>
3
or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Co-Obligor or any successor thereto,
(B) the date, if any, on which the Co-Obligor or any successor thereto shall
consolidate with or merge into the Guarantor, (C) payment in full of the
Obligations and (D) the release by (1) the Banks under the Loan Agreement, dated
as of July 16, 1998, by and among the Issuer, the Guarantor (as guarantor) and
the Banks, the Administrative Agent, the Documentation Agent and the Syndication
Agents named therein (or under any replacement or new principal credit facility
of the Issuer) of the guarantee of the Guarantor thereunder and (2) the Banks
under the Second Amended and Restated Revolving Credit Agreement, dated as of
July 16, 1998, by and among the Issuer, the Guarantor (as guarantor), Bank of
America National Trust and Savings Association, Morgan Guaranty Trust Company of
New York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Guarantor
thereunder, (ii) be binding upon the Guarantor, its successors and assigns, and
(iii) inure to the benefit of and be enforceable by any holder of Debt
Securities, the Trustee, and by their respective successors, transferees, and
assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Co-Obligor or otherwise, all as though such payment had
not been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
<PAGE>
4
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO
CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
By: /s/ Gregory T. Sangalis
---------------------------------------
Name: Gregory T. Sangalis
Title: Vice President and Secretary
Conformed Copy
GUARANTEE
BY WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
in Favor of the Holders
of Certain Debt Securities of
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
4 1/2% Convertible Subordinated Notes Due 2001
<PAGE>
GUARANTEE, dated as of July 16, 1998, made by Waste
Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation (the "Guarantor"), in favor of the holders of the 4 1/2% Convertible
Subordinated Notes Due 2001 (the "Debt Securities") of United Waste Systems,
Inc. ("United"), a Delaware corporation and a wholly owned subsidiary of Waste
Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware
corporation (the "Co-Obligor").
W I T N E S S E T H:
SECTION 1. Guarantee. (a) The Guarantor hereby
unconditionally guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the principal of, premium, if any,
and interest on the Debt Securities (the "Obligations"), according to the terms
of the Debt Securities and as more fully described in the Indenture, dated as of
June 5, 1996, between United and Bankers Trust Company, as trustee (the
"Trustee"), as supplemented and amended by the First Supplemental Indenture,
dated as of August 26, 1997, by and among United, the Co-Obligor and the Trustee
(as amended, modified or otherwise supplemented from time to time, the
"Indenture").
(b) It is the intention of the Guarantor that this Guarantee
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to this Guarantee.
To effectuate the foregoing intention, the Obligations of the Guarantor under
this Guarantee shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
the Guarantor (other than guarantees of the Guarantor in respect of subordinated
debt) that are relevant under such laws, result in the Obligations of the
Guarantor under this Guarantee not constituting a fraudulent transfer or
conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S.
Code, or any similar Federal or state law for the relief of debtors.
SECTION 2. Guarantee Absolute. The Guarantor guarantees that
the Obligations will be paid strictly in accordance with the terms of the
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of holders of the
Debt Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture
or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Indenture;
<PAGE>
2
(iii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;
or
(iv) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the Co-Obligor, or a
guarantor.
SECTION 3. Subordination. The Guarantor covenants and agrees
that its obligation to make payments of the Obligations hereunder constitutes an
unsecured obligation of the Guarantor ranking (a) subordinate and junior in
right of payment to all "Senior Indebtedness" (as such term is defined in the
Indenture, dated as of January 24, 1995, between the Guarantor and NationsBank
of Georgia, National Association, as supplemented by the First Supplemental
Indenture, dated as of July 16, 1998, among the Guarantor, the Issuer and Harris
Trust and Savings Bank, as trustee), "Senior Debt" (as such term is defined in
the Indenture, dated as of November 1, 1988, between the Guarantor and Harris
Trust and Savings Bank), and "Senior Indebtedness" (as such term is defined in
the Indenture, dated as of August 1, 1990, between Chemical Waste Management,
Inc. ("CWM") and Harris Trust and Savings Bank, as supplemented by the First
Supplemental Indenture, dated as of January 24, 1995, among CWM, the Guarantor,
as successor to CWM, and Harris Trust and Savings Bank) of the Guarantor
(collectively, the "Guarantor's Senior Debt") to the same extent as the
Guarantor's guarantees of the Issuer's 5% Convertible Subordinated Notes due
2006 and 4% Convertible Subordinated Debentures due 2002 (the "Guarantor's
Subordinated Guarantees") and (b) pari passu with the Guarantor's Subordinated
Guarantees and the Guarantor's Liquid Yield Option Notes due 2010 (Zero Coupon
- -- Subordinated), Liquid Yield Option Notes due 2012 (Zero Coupon
- --Subordinated) and Convertible Subordinated Notes due 2005.
SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger or bankruptcy of the Co-Obligor, any right to require a
proceeding filed first against the Co-Obligor, protest or notice with respect to
the Debt Securities or the indebtedness evidenced thereby and all demands
whatsoever.
(b) The Guarantor shall be subrogated to all rights of the
Trustee or the holders of any Debt Securities against the Issuer in respect of
any amounts paid to the Trustee or such holder by the Guarantor pursuant to the
provisions of this Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until all Obligations shall have been paid in full.
SECTION 5. No Waiver; Remedies. No failure on the part of any
holder of the Debt Securities to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other
<PAGE>
3
or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.
SECTION 6. Continuing Guarantee; Transfer of Interest. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until the earliest to occur of (A) the date, if any, on which the Guarantor
shall consolidate with or merge into the Co-Obligor or any successor thereto,
(B) the date, if any, on which the Co-Obligor or any successor thereto shall
consolidate with or merge into the Guarantor, (C) payment in full of the
Obligations and (D) the release by (1) the Banks under the Loan Agreement, dated
as of July 16, 1998, by and among the Issuer, the Guarantor (as guarantor) and
the Banks, the Administrative Agent, the Documentation Agent and the Syndication
Agents named therein (or under any replacement or new principal credit facility
of the Issuer) of the guarantee of the Guarantor thereunder and (2) the Banks
under the Second Amended and Restated Revolving Credit Agreement, dated as of
July 16, 1998, by and among the Issuer, the Guarantor (as guarantor), Bank of
America National Trust and Savings Association, Morgan Guaranty Trust Company of
New York and each of the Banks named therein (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Guarantor
thereunder, (ii) be binding upon the Guarantor, its successors and assigns, and
(iii) inure to the benefit of and be enforceable by any holder of Debt
Securities, the Trustee, and by their respective successors, transferees, and
assigns.
SECTION 7. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Obligations is rescinded or must otherwise be returned by any holder
of the Debt Securities or the Trustee upon the insolvency, bankruptcy or
reorganization of the Co-Obligor or otherwise, all as though such payment had
not been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee
at any time for any purpose without the consent of the Trustee or any holder of
the Debt Securities.
<PAGE>
4
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO
CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee
to be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.)
By: /s/ Gregory T. Sangalis
---------------------------------------
Name: Gregory T. Sangalis
Title: Vice President and Secretary
For USA Waste Services, Inc.: For Waste Management, Inc.
Lew Nevins Analysts: Cherie Rice
(713) 512-6228 (630) 210-1850
Media: William J. Plunkett
(630) 572-8898
AGREEMENT REACHED WITH DEPARTMENT OF JUSTICE AND VARIOUS
STATES IN USA WASTE SERVICES-WASTE MANAGEMENT MERGER
o Shareholders of Both Companies Approve Merger
o Closing of Merger Planned for July 16, 1998
Houston, Texas and Oak Brook, Illinois, July 15, 1998 -- USA Waste Services,
Inc. and Waste Management, Inc. today announced that the companies have reached
an agreement in principle with the Antitrust Division of the Department of
Justice and 13 states. Under the terms of the agreement, the companies are
cleared to close the merger and will divest of certain waste disposal, transfer
and commercial collection assets with annual revenues currently totalling
approximately $275 million.
The agreement affects landfills owned by the companies in 15 areas, including
Akron/Canton and Columbus, Ohio; Denver; Detroit, Flint, Midland and Northeast,
Mich.; Houston; Los Angeles; Louisville; Miami; Milwaukee; Philadelphia;
Pittsburgh; and Portland, Oregon. Transfer station assets will be divested in 10
areas, including Akron/Canton, Cleveland and Columbus, Ohio; Baltimore; Detroit;
Houston; Louisville; Miami; New York City; and Philadelphia. Also affected are
commercial waste hauling businesses in Akron, Cleveland and Columbus, Ohio;
Allentown, Pa.; Denver; Detroit; Houston; Louisville; Pittsburgh; Portland,
Oregon; Tucson; and Gainesville, Florida.
"Our agreement with the Department of Justice and state antitrust officials
moves us a step closer toward the creation of the premier company in the waste
services industry," said John E. Drury, who will be the Chief Executive Officer
of the new Waste Management, Inc. upon completion of the merger. "We have taken
the steps necessary to successfully launch the new company on the completion of
our transaction. The new Waste Management will be sharply focused on delivering
superior service, having the lowest costs in our industry and increasing
shareholder value."
The companies expect the Department of Justice and various states to file the
settlement with the U.S. District Court for the Northern District of Ohio on
July 16, 1998. The proposed consent decree is subject to a 60-day public comment
period.
USA Waste Services and Waste Management each conducted special meetings of
stockholders earlier today at which stockholders approved the proposed merger.
The closing of the merger is expected to occur on July 16, 1998.
<PAGE>
The last trading day for the common shares of both USA Waste Services and Waste
Management will be July 16, 1998. Common shares of the new Waste Management,
Inc. will begin trading on July 17 on the New York Stock Exchange under the
ticker symbol WMI.
###
For Further Information:
Lew Nevins
(713) 512-6228
Cherie Rice
(713) 512-6548
USA WASTE SERVICES AND WASTE MANAGEMENT COMPLETE MERGER
HOUSTON, TEXAS (July 16, 1998) -- USA Waste Services, Inc. and
Waste Management, Inc. announced that their proposed merger transaction was
completed today. USA Waste has changed its name to "Waste Management, Inc." and
Waste Management has changed its name to "Waste Management Holdings, Inc."
The last trading day for the common shares of both USA Waste
Services and Waste Management will be today, July 16, 1998. Common shares of the
new Waste Management, Inc. will begin trading on July 17, 1998 on the New York
Stock Exchange under the ticker symbol "WMI".
