exv4w1



 





Exhibit 4.1




BOOK-ENTRY SECURITY




     THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT
IN SUCH LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION FOR TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



	 	 	 
	RGN-1
	 	Principal Amount
	 	 	 
	 	WASTE MANAGEMENT, INC.
	U.S. $350,000,000
	 	 	 
	 	5.00% SENIOR NOTES DUE 2014	 







CUSIP 94106LAR0




     WASTE MANAGEMENT, INC., a Delaware corporation (the “Company,” which term
includes any successors under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO. or registered assigns, at the
office or agency of the Company, the principal sum of Three Hundred Fifty
Million ($350,000,000) U.S. dollars, or such lesser principal sum as is shown
on the attached Schedule of Exchanges of Definitive Security, on March 15, 2014
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest at an annual rate of 5.00% payable on March 15 and September 15
of each year, to the person in whose name this Security is registered at the
close of business on the record date for such interest, which shall be the
preceding March 1 or September 1, respectively, payable commencing September
15, 2004, with interest consisting of interest accrued from March 5, 2004.



 









 





     Reference is made to the further provisions of this Security set forth on
the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.



     The statements in the legends set forth above are an integral part of the
terms of this Security and by acceptance hereof the Holder of this Security
agrees to be subject to, and bound by, the terms and provisions set forth in
each such legend.



     This Security is issued in respect of a series of Securities of an initial
aggregate of U.S. $350,000,000 in principal amount designated as the 5.00%
Senior Notes due 2014 of the Company and is governed by the Indenture dated as
of September 10, 1997, duly executed and delivered by the Company, formerly
known as USA Waste Services, Inc., to JPMorgan Chase Bank as trustee (the
“Trustee”), as successor to The Chase Manhattan Bank, and successor to Texas
Commerce Bank National Association, as supplemented by Board Resolutions (as
defined in the Indenture) (such Indenture and Board Resolutions, collectively,
the “Indenture”). The terms of the Indenture are incorporated herein by
reference. This Security shall in all respects be entitled to the same benefits
as definitive Securities under the Indenture.



     If and to the extent that any provision of the Indenture limits, qualifies
or conflicts with any other provision of the Indenture that is required to be
included in the Indenture or is deemed applicable to the Indenture by virtue of
the provisions of the Trust Indenture Act of 1939, as amended, such required
provision shall control.



     The Company hereby irrevocably undertakes to the Holder hereof to exchange
this Security in accordance with the terms of the Indenture without charge.



2









 





     This Security shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been manually signed
by the Trustee under the Indenture.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

	 	 	 	 	 
	Dated:  March 5, 2004 	WASTE MANAGEMENT, INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Cherie C. Rice 	 
	 	 	Vice President and Treasurer 	 
	 


	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Linda J. Smith 	 
	 	 	Corporate Secretary 	 
	 




CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

	 	 	 	 	 
	Date of Authentication: March 5, 2004 	JPMORGAN CHASE BANK,

as Trustee

 	 
	 	By:  	 	 
	 	 	Cary W. Gilliam 	 
	 	 	Vice President and Trust Officer 	 
	 




3









 








REVERSE OF BOOK-ENTRY SECURITY




WASTE MANAGEMENT, INC.




5.00% SENIOR NOTES DUE 2014





     This Security is one of a duly authorized issue of unsecured debentures,
notes or other evidences of indebtedness of the Company (the “Debt Securities”)
of the series hereinafter specified, all issued or to be issued under and
pursuant to the Indenture, to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Debt
Securities. The Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Indenture. This Security is one of a series
designated as the 5.00% Senior Notes due 2014 of the Company, in initial
aggregate principal amount of $350,000,000 (the “Securities”).


1. Interest.




     The Company promises to pay interest on the principal amount of this
Security at the rate of 5.00% per annum.



     The Company will pay interest semi-annually on March 15 and September 15
of each year (each an “Interest Payment Date”), commencing September 15, 2004.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
March 5, 2004. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The Company shall pay interest (including
post-petition interest in any proceeding under any applicable bankruptcy laws)
on overdue installments of interest (without regard to any applicable grace
period) and on overdue principal and premium, if any, from time to time on
demand at the rate of 5.00% per annum, in each case to the extent lawful.


2. Method of Payment.




     The Company shall pay interest on the Securities (except Defaulted
Interest) to the persons who are the registered Holders at the close of
business on the Regular Record Date immediately preceding the Interest Payment
Date. Any such interest not so punctually paid or duly provided for (“Defaulted
Interest”) may be paid to the persons who are registered Holders at the close
of business on a Special Record Date for the payment of such Defaulted
Interest, or in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may then be listed if such
manner of payment shall be deemed practicable by the Trustee, as more fully
provided in the Indenture. Except as provided below, the Company shall pay
principal and interest in such coin or currency of the United States of America
as at the time of payment shall be legal tender for payment of public and
private debts (“U.S. Legal Tender”). Payments in respect of a Book-Entry
Security (including principal, premium, if any, and interest) will be made by
wire transfer of immediately available funds to the accounts



4









 







specified by the Depository. Payments in respect of Securities in
definitive form (including principal, premium, if any, and interest) will be
made at the office or agency of the Company maintained for such purpose within
the Borough of Manhattan, the City of New York, which initially will be at the
corporate trust office of the Trustee located at 4 New York Plaza Ground Floor
Window, New York, New York, 10004 or at the option of the Company, payment of
interest may be made by check mailed to the Holders on the Regular Record Date
or on the Special Record Date at their addresses set forth in the Security
Register of Holders.


3. Paying Agent and Registrar.




     Initially, JPMorgan Chase Bank will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar at any time upon
notice to the Trustee and the Holders. The Company or any of its Subsidiaries
may, subject to certain exceptions, act as Paying Agent, Registrar or
co-Registrar.


4. Indenture.




     This Security is one of a duly authorized issue of Debt Securities of the
Company issued and to be issued in one or more series under the Indenture.



     Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Securities include those stated in
the Indenture and all indentures supplemental thereto, those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended, as in
effect on the date of the Indenture, and those terms stated in the Officers’
Certificate to the Trustee, duly authorized by resolutions of the Board of
Directors of the Company on July 18, 2002 and January 30, 2004 (the
“Resolutions”). The Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture, all indentures supplemental thereto,
said Act and said Resolutions and Officers’ Certificate for a statement of
them. The Securities of this series are general unsecured obligations of the
Company limited with an initial aggregate principal amount of $350,000,000.


5. Redemption.




     The Securities will be redeemable, at the option of the Company, at any
time in whole, or from time to time in part, at a Redemption Price (the
“Make-Whole Price”) equal to the greater of: (i) 100% of the principal amount
of the Securities to be redeemed; or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest (at the rate in effect
on the date of calculation of the Redemption Price) on the Securities
(exclusive of interest accrued to the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the applicable Treasury Yield plus 15 basis points;
plus, in either case, accrued interest to the Redemption Date.



     Securities called for redemption become due on the Redemption Date.
Notices of redemption will be mailed at least 30 but not more than 60 days
before the Redemption Date to each holder of record of the Securities to be
redeemed at its registered address. The notice of redemption for the
Securities will state, among other things, the amount of Securities to be
redeemed, the Redemption Date, the Make-Whole Price and the place(s) that
payment will be made upon presentation and surrender of Securities to be
redeemed. Unless the Company



5









 







defaults in payment of the Make-Whole Price, interest will cease to accrue
on any Securities that have been called for redemption at the Redemption Date.
If less than all the Securities are redeemed at any time, the Trustee will
select the Securities to be redeemed on a pro rata basis or by any other method
the Trustee deems fair and appropriate.



     For purposes of determining the Make-Whole Price, the following
definitions are applicable:



     “Treasury Yield” means, with respect to any Redemption Date applicable to
the Securities, the rate per annum equal to the semi-annual equivalent yield to
maturity (computed as of the third Business Day immediately preceding such
Redemption Date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for such Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Securities.



     “Independent Investment Banker” means any of Barclays Capital Inc.,
Deutsche Bank Securities Inc. or J.P. Morgan Securities Inc. (and their
respective successors), or, if all of such firms are unwilling or unable to
select the applicable Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee and
reasonably acceptable to the Company.



     “Comparable Treasury Price” means, with respect to any Redemption Date,
(i) the bid price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) at 4:00 p.m. on the third Business Day preceding such
Redemption Date, as set forth on “Telerate Page 500” (or such other page as may
replace Telerate Page 500), or (ii) if such page (or any successor page) is not
displayed or does not contain such bid prices at such time (a) the average of
the Reference Treasury Dealer Quotations obtained by the Trustee for such
Redemption Date, after excluding the highest and lowest of all Reference
Treasury Dealer Quotations obtained, or (b) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations obtained by the Trustee.



     “Reference Treasury Dealer” means (i) each of Barclays Capital Inc.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., or their
respective successors, unless any of them ceases to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), in
which case the Company will substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Securities, an
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Securities (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference



6









 







Treasury Dealer at 5:00 p.m., New York City time, on the third Business
Day preceding such Redemption Date.



     Except as set forth above, the Securities will not be redeemable prior to
their Stated Maturity and will not be entitled to the benefit of any sinking
fund.



     The Securities may be redeemed in part in multiplies of $1,000 only.



     Any such redemption will also comply with Article Eleven of the Indenture.


6. Denominations; Transfer; Exchange.




     The Securities are issued in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of, or exchange, Securities in accordance with the Indenture. The
Securities Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.


7. Person Deemed Owners.




     The registered Holder of a Security may be treated as the owner of it for
all purposes.


8. Amendment; Supplement; Waiver.




     Subject to certain exceptions, the Indenture may be amended or
supplemented, and any existing Event of Default or compliance with any
provision may be waived, with the consent of the Holders of a majority in
principal amount of the Outstanding Debt Securities of each series affected.
Without consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Securities to, among other things, cure any ambiguity, defect
or inconsistency, or make any other change that does not adversely affect the
interests of any Holder of a Security. Any such consent or waiver by the Holder
of this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Security and any Securities which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Security or such other Securities.


9. Defaults and Remedies.




     If an Event of Default with respect to the Securities occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Securities then Outstanding may declare the
principal amount of all the Securities to be due and payable immediately in the
manner and with the effect provided in the Indenture. Notwithstanding the
preceding sentence, however, if at any time after such a declaration of
acceleration has been made and before judgment or decree for payment of the
money due has been obtained by the Trustee as provided in the Indenture, the
Holders of a majority in principal amount of the Outstanding Securities, by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences if (1) the Company has paid or deposited with
the Trustee a sum sufficient to pay (A) all overdue interest on all Securities,



7









 







(B) the principal of (and premium, if any, on) any Securities which has
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate prescribed therefor herein, (C) to the extent that payment
of such interest is lawful, interest upon overdue interest at the rate
prescribed therefor herein, and (D) all sums paid or advanced by the Trustee
and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and (2) all Events of Default under the
Indenture with respect to the Securities, other than the nonpayment of the
principal of Securities which has become due solely by such declaration
acceleration, shall have been cured or shall have been waived. No such
rescission shall affect any subsequent default or shall impair any right
consequent thereon. Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power.


10. Trustee Dealings with Company.




     The Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company
or its Affiliates or any subsidiary of the Company’s Affiliates, and may
otherwise deal with the Company or its Affiliates as if it were not the
Trustee.


11. Authentication.




     This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Security.


12. Abbreviations and Defined Terms.




     Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (tenant in common), TEN ENT (tenants by the
entireties), JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (Custodian), and U/G/M/A (Uniform Gifts to Minors
Act).


13. CUSIP Numbers.




     Pursuant to a recommendation promulgated by the Committee on Uniform Note
Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such number as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.


14. Absolute Obligation.




     No reference herein to the Indenture and no provision of this Security or
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.



8









 




15. No Recourse.




     No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, past, present or future
stockholder, officer or director, as such of the Company or of any successor,
either directly or through the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Security by the Holder and as part
of the consideration for the issue of the Security.


16. Governing Law.




     This Security shall be construed in accordance with and governed by the
laws of the State of New York.



9









 





SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITY




     The following exchanges of a part of this Book-Entry Security for definitive
Securities have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Principal Amount	 	 
	 	 	decrease in	 	increase in	 	of this Book-Entry	 	Signature of
	 	 	Principal Amount	 	Principal Amount	 	Security following	 	authorized officer
	 	 	of this Book-Entry	 	of this Book-Entry	 	such decrease	 	of Trustee or
	Date of Exchange
	 	Security
	 	Security
	 	(or increase)
	 	Security Custodian

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








10