exv4w2



 





Exhibit 4.2




WASTE MANAGEMENT, INC.




Officers’ Certificate Delivered Pursuant to

Section 301 of the Indenture dated as of September 10, 1997




     The undersigned, the Vice President and Treasurer, and the Corporate
Secretary of Waste Management, Inc. (the “Company”), hereby certify that:




     1. This Certificate is delivered to JPMorgan Chase Bank, as
successor to Texas Commerce Bank National Association and successor to
The Chase Manhattan Bank, as trustee (the “Trustee”), pursuant to
Sections 102 and 301 of the Indenture dated as of September 10, 1997
between the Company, formerly known as USA Waste Services, Inc., and the
Trustee in connection with the Company Order dated March 5, 2004 (the
“Order”) for the authentication and delivery by the Trustee of
$350,000,000 aggregate principal amount of 5.00% Notes due 2014
(“Notes”).




     2. The undersigned have read Sections 102, 103, 301 and 303 of the
Indenture and the definitions in the Indenture relating thereto.




     3. The statements made herein are based either upon the personal
knowledge of the persons making this Certificate or on information, data
and reports furnished to such persons by the officers, counsel,
department heads or employees of the Company who have knowledge of the
facts involved.




     4. The undersigned have examined the Order, and they have examined
the covenants, conditions and provisions of the Indenture relating
thereto.




     5. In the opinion of the persons making this Certificate, they have
made such examination or investigation as is necessary to enable them to
express an informed opinion as to whether or not all conditions provided
for in the Indenture with respect to the Order have been complied with.




     6. All conditions precedent provided in the Indenture to the
authentication by the Trustee of $350,000,000 aggregate principal amount
of Notes have been complied with, and such Debt Securities may be
delivered in accordance with the Order as provided in the Indenture.




     7. The terms of the Notes (including the Form of Note) as set forth
in Annex A to this Officers’ Certificate have been approved by officers
of the Company as duly authorized by resolutions of the Board of
Directors of the Company as of July 18, 2002 and January 30, 2004 and
such resolutions, copies of which are attached hereto as Annex B, are in
full force and effect as of the date hereof.



 









 





     IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate
as of March 5, 2004.

	 	 	 	 	 
	 	 	 
	 	                                    /s/ Cherie C. Rice
 	 
	 	Cherie C. Rice 	 
	 	Vice President and Treasurer 	 
	 


	 	 	 	 	 
	 	 	 
	 	                                    /s/ Linda J. Smith
 	 
	 	Linda J. Smith 	 
	 	Corporate Secretary 	 
	 




 









 








Annex A




Terms of the Notes





     Pursuant to authority granted by the Board of Directors of the Company on
July 18, 2002 and January 30, 2004, the Company has approved the establishment,
issuance, execution and delivery of a new series of Securities (as defined in
the Indenture) to be issued under the Indenture dated as of September 10, 1997
(the “Indenture”), between the Company, formerly known as USA Waste Services,
Inc., and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, and
successor to Texas Commerce Bank, National Association, as trustee (the
“Trustee”), the terms of which are set forth below. Capitalized terms used but
not defined herein are used herein as defined in the Indenture.




	 	(1)	 	The title of the series of Securities shall be “5.00% Senior
Notes due 2014” (the “Notes”).
	 
	 	(2)	 	The Notes shall be general unsecured, senior obligations of
the Company.
	 
	 	(3)	 	The initial aggregate principal amount of the Notes that may
be authenticated and delivered under the Indenture shall be
$350,000,000 (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 304, 305, 306, 907 or 1107 of the
Indenture); provided, however, that the authorized aggregate
principal amount of such series may be increased before or after the
issuance of any Notes of such series by a Board Resolution (or
action pursuant to a Board Resolution) to such effect.
	 
	 	(4)	 	The principal amount of each Note shall be payable on March
15, 2014.
	 
	 	(5)	 	Each Note shall bear interest from March 5, 2004 at the fixed
rate of 5.00% per annum; the Interest Payment Dates on which such
interest shall be payable shall be March 15 and September 15, of
each year, commencing September 15, 2004, until maturity unless such
date falls on a day that is not a Business Day, in which case, such
payment shall be made on the next day that is a Business Day. The
Regular Record Date for the determination of Holders to whom
interest is payable shall be March 1 or September 1, respectively,
immediately preceding such date, as the case may be.
	 
	 	(6)	 	The Notes are to be issued as Registered Securities only.
Each Note is to be issued as a book-entry note (“Book-Entry Note”)
but in certain circumstances may be represented by Notes in
definitive form. The Book-Entry Notes shall be issued, in whole or
in part, in the form of one or more Notes in global form as
contemplated by Section 203 of the Indenture. The Depositary with
respect to the Book-Entry Notes shall be The Depository Trust
Company, New York, New York.





 









 





	 	(7)	 	Payments of principal of, premium, if any, and interest due
on the Notes representing Book-Entry Notes on any Interest Payment
Date or at maturity will be made available to the Trustee by 11:00
a.m., New York City time, on such date, unless such date falls on a
day which is not a Business Day, in which case such payments will be
made available to the Trustee by 11:00 a.m., New York City time, on
the next Business Day. As soon as possible thereafter, the Trustee
will make such payments to the Depositary.
	 
	 	(8)	 	The Notes 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 equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed or (ii) the sum of the present value of the
remaining scheduled payments of principal and interest (at the rate
in effect on the date of calculation of the Redemption Price)
thereon (exclusive of interest accrued to the Redemption Date (as
defined in the Note)) discounted to the Redemption Date on a
semiannual basis (assuming a 360 day year consisting of twelve
30-day months) at the applicable Treasury Yield (as defined in the
Notes) plus 15 basis points; plus, in either case, accrued interest
to the Redemption Date.
	 
	 	(9)	 	The Company shall have no obligation to redeem, purchase or
repay the Notes pursuant to any mandatory redemption, sinking fund
or analogous provisions or at the option of a Holder thereof.
	 
	 	(10)	 	The Notes will be subject to defeasance and discharge as
contemplated by Section 1302 of the Indenture and to covenant
defeasance under Section 1303 of the Indenture.
	 
	 	(11)	 	The Notes shall be entitled to the benefit of the covenants
contained in Sections 1008 and 1009 of the Indenture.
	 
	 	(12)	 	The Trustee shall serve initially as Security Registrar for
the Notes.
	 
	 	(13)	 	The Notes shall be substantially in the form of Exhibit A
hereto.
	 
	 	(14)	 	The Notes will be fully and unconditionally guaranteed on a
senior basis by the Company’s wholly-owned subsidiary, Waste
Management Holdings, Inc. (“Holdings”) pursuant to a guarantee
agreement dated March 5, 2004 (the “Guarantee”). The amount of the
Guarantee will be limited to the extent required under applicable
fraudulent conveyance laws to cause the Guarantee to be enforceable.
The terms and conditions of the Guarantee shall continue in full
force and effect for the benefit of holders of the Notes until
release thereof as set forth in Section 6 of the Guarantee.





 









 





EXHIBIT A




TO




TERMS OF NOTES




(Form of Note)




 









 








Annex B




Resolutions of Board of Directors




     July 18, 2002 Resolution



     WHEREAS, the Company has previously filed with the Securities and Exchange
Commission (the “SEC”) a universal shelf registration statement which
registered the offer and sale by the Company of up to an aggregate of $3
billion of senior and subordinated debt and common stock;



     WHEREAS, the Company desires, and finds it in the best interest of the
Company, to file a new universal shelf registration statement, and pursuant to
Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”)
carry forward the amount of securities remaining under the Company’s current
universal shelf registration statement on Form S-3 (Registration Statement No.
333-80063) to the new registration statement.



     NOW THEREFORE, BE IT



     RESOLVED, that the Company is hereby authorized to prepare and file with
the SEC a “Universal Shelf” Registration Statement on Form S-3 (the “Shelf
Registration Statement”), pursuant to the Securities Act and Rule 415
thereunder, which Shelf Registration Statement may cover, among other things,
unsecured senior or subordinated debentures, notes or other evidences of
indebtedness of the Company (collectively, the “Debt Securities”) and shares of
common stock, $.01 par value, of the Company (the “Common Stock” and together
with the Debt Securities, the “Securities”), which may be issued from time to
time at the discretion of any of the proper officers (as established pursuant
to these resolutions), to be offered from time to time by the Company, the
initial offering prices of which Securities shall not exceed the amount of
Securities remaining available for issuance under the Company’s Registration
Statement No. 333-80063 on the date of filing the Shelf Registration Statement
with the SEC;



     RESOLVED, FURTHER, that the proper officers be, and each of them hereby
is, authorized, in the name and on behalf of the Company, to execute and cause
to be filed with the SEC any and all amendments (including, without limitation,
post-effective amendments) or supplements to the Shelf Registration Statement
and any prospectus included therein and any additional documents which any such
officer may deem necessary or desirable with respect to the registration and
offering of the Securities, including, without limitation, registration
statements filed pursuant to Rule 462 of the Securities Act relating to up to
such additional amount of Securities as may be provided for in such Rule 462
(such additional registration statements shall be deemed to be a part of the
Shelf Registration Statement for purposes of these resolutions), and such
amendments, supplements, registration statements and documents to be in such
form as the officer executing the same may approve, as conclusively evidenced
by his execution thereof;



 









 





     RESOLVED, FURTHER, that David P. Steiner be, and he hereby is, designated
and appointed the agent for service of process on the Company under the
Securities Act in connection with the Shelf Registration Statement and any and
all amendments (including, without limitation, post-effective amendments and
registration statements filed pursuant to Rule 462 of the Securities Act) and
supplements thereto, with all the powers incident to such appointment;



     RESOLVED, FURTHER, that the proper officers be and hereby are authorized
and directed in the name and on behalf of the Company to take any and all
action which they may deem necessary or advisable in order to effect the
registration or qualification of all or part of the Securities to be registered
under the Securities Act, for offer and sale under the securities or Blue Sky
laws of the states of the United States of America, and in connection
therewith, to execute, acknowledge, verify, deliver, file and publish all such
applications, reports, issuer’s covenants, resolutions, consents to service of
process, or appointments of governmental officials for the purpose of receiving
and accepting service of process on the laws, and to take any and all further
action which they may deem necessary or advisable in order to maintain any such
registration or qualification for as long as they deem the same to be in the
best interest of the Company;



     RESOLVED, FURTHER, that the form of any additional resolutions required in
connection with the appropriate qualification or registration of the Securities
for offer and sale under such securities or Blue Sky laws, be and hereby is
approved and adopted, provided the appropriate officers of the Company, on the
advice of counsel, consider the adoption thereof necessary or advisable, in
which case the Secretary or any Assistant Secretary of the Company is hereby
directed to insert as an appendix hereto a copy of such resolutions, which
shall thereupon be deemed to have been adopted by this Board with the same
force and effect as if set out verbatim herein;



     RESOLVED, FURTHER, that any of the proper officers, together with the
other officers or employees the proper officers may designate, either orally or
in writing, be, and each of them hereby is, authorized to approve at any time
and from time to time, one or more forms of underwriting agreement (and related
terms agreement) and agency agreement (and related purchase agreement) and any
other agreement or agreements any of such persons may deem necessary or
appropriate in connection with the arrangements for the purchase of any of the
Securities, and that such persons be, and each of them hereby is, authorized to
execute and deliver, in the name and on behalf of the Company, any such
agreement or agreements in substantially the form approved by any of them, with
such changes therein as the person executing the same may approve, as
conclusively evidenced by the execution and delivery thereof, it being
understood that, in the case of any terms agreement or purchase agreement
referred to above, it shall not be necessary for any of the proper officers to
approve any individual agreement pursuant to which Securities are to be sold if
the form thereof has previously been approved as provided in this resolution;



     RESOLVED, FURTHER, that any of the proper officers be, and each of them
hereby is, authorized, at any time and from time to time, on behalf of the
Company, (i) to



 









 







determine, within any limits that may be set by the Board of Directors,
the number of shares of Common Stock, preferred stock or other equity
securities to be offered and sold by the Company pursuant to the Shelf
Registration Statement, including any shares underlying convertible Debt
Securities, (ii) to authorize the reserve and issuance of such shares and (iii)
to take any and all action and to do or cause to be done any and all things
which may appear to any of the proper officers to be necessary or advisable in
order to authorize, offer, issue, and sell such shares of Common Stock,
pursuant to the Shelf Registration Statement and the applicable purchase
agreement, which action could be taken or which things could be done by the
Board of Directors of the Company;



     RESOLVED, FURTHER, that any of the proper officers may, at any time and
from time to time, on behalf of the Company, authorize the issuance of one or
more series of Securities under the Company’s indentures, within any limits
that may be set by the Board of Directors, and in connection therewith
establish, or, if all of the Securities of such series may not be originally
issued at one time, to the extent deemed appropriate, prescribe the manner of
determining, within any limitations established by any of the proper officers
and subject in either case to the limitations set forth in these resolutions,
all of the terms of such Securities;



     RESOLVED, FURTHER, that, in connection with any such series of Securities
(but without limiting the authority hereinafter in these resolutions conferred
with respect to the issuance of Securities of a series which may not all be
originally issued at one time), any of the proper officers is authorized at any
time or from time to time to determine the price or prices to be received by
the Company in any offering or sale of Securities of such series, any public
offering price or prices thereof, any discounts to be allowed or commissions to
be paid to any agent, dealer or underwriter and any other terms of offering or
sale of Securities of such series and to sell Securities of such series in
accordance with any applicable purchase agreement or other agreement(s);



     RESOLVED, FURTHER, that, in connection with the issuance of Securities of
any series which may not be originally issued at one time (except as may be
inconsistent with any action taken by any of the proper officers, as
hereinabove provided, in connection with such series), any of the proper
officers may delegate any of its authority pursuant to these resolutions to any
officer of the Company, including authority to fix the terms of such
Securities;



     RESOLVED, FURTHER, that, in connection with any such series of Securities,
any of the proper officers is authorized to approve any amendment, modification
or supplement to the Company’s indentures and that any proper officer be, and
each of them hereby is, authorized to execute and deliver, in the name and on
behalf of the Company, any such amendment, modification or supplement,
substantially in the form approved by any proper officer;



     RESOLVED, FURTHER, that the proper officers, together with any other
officer or employee as any proper officer may designate, either orally or in
writing, be, and each of them hereby is, authorized, in the name and on behalf
of the Company, to execute and



 









 







deliver such other agreements (including indemnity agreements), documents,
certificates, orders, requests and instruments as may be contemplated by the
Company’s indentures or required by the trustee thereunder, the security
registrar or any other agent of the Company under such indentures in connection
therewith or as may be necessary or appropriate in connection with the issuance
and sale of Securities thereunder;



     RESOLVED, FURTHER, that the proper officers be, and each of them hereby
is, authorized, subject to and in accordance with the Company’s indentures and
any action taken by any of the proper officers in connection therewith, from
time to time to appoint or designate on behalf of the Company one or more
security registrars, paying agents and transfer agents for each series of
Securities, to rescind on behalf of the Company any such appointment or
designation and to approve on behalf of the Company any change in the location
of any office through which any such security registrar, paying agent or
transfer agent acts, and in connection therewith to take such action and to
make, execute and deliver, or cause to be made, executed and delivered, such
agreements, instruments and other documents as any such officer may deem
necessary or appropriate;



     RESOLVED, FURTHER, that the proper officers be, and each of them hereby
is, authorized, in the name and on behalf of the Company, to make application
to such securities exchange or exchanges as the officers acting shall deem
necessary or appropriate for the listing thereof of any of the Securities
(including any Common Stock or preferred stock underlying any convertible
Securities) and in connection therewith to appoint one or more listing agents
and to prepare, or cause to be prepared, execute and file, or cause to be
filed, an application or applications for such listing and any and all
amendments thereto and any additional certificates, documents, letters and
other instruments which any such officer may deem necessary or desirable; that
such officers, or such other person as any such officer may designate in
writing, be, and each of them hereby is, authorized to appear before any
official or officials or before any body of any such exchange, with authority
to make such changes in such applications, amendments, certificates, documents,
letters and other instruments and to execute and deliver such agreements
relative thereto, including, without limitation, listing agreements, fee
agreements and indemnity agreements relating to the use of facsimile signatures
as they, or any one of them, may deem necessary or appropriate in order to
comply with the requirements of any such exchange or to effect such listing;



     RESOLVED, FURTHER, that the proper officers be, and each of them hereby
is, authorized, in the name and on behalf of the Company, to make application
to the SEC for registration of any series of the Securities under Section 12 or
other applicable section of the Securities Exchange Act of 1934, and to prepare
or cause to be prepared, and to execute and file, or cause to be filed, with
the SEC and any securities exchange an application or applications for such
registration and any and all amendments thereto and any additional
certificates, documents, letters and other instruments which any such officer
may deem necessary or desirable;



     RESOLVED, FURTHER, that the officers of the Company be, and each of them
hereby is, authorized to take, or cause to be taken, any and all action which
any such



 









 







officer may deem necessary or desirable in order to carry out the purpose
and intent of the foregoing resolutions or in order to perform, or cause to be
performed, the obligations of the Company under the Securities and any Shelf
Indenture, purchase agreement, Shelf Registration Statement or other agreement
referred to herein, and, in connection therewith, to make, execute and deliver,
or cause to be made, executed and delivered, all agreements, undertakings,
documents, certificates, orders, requests or instruments in the name and on
behalf of the Company as each such officer may deem necessary or appropriate;



     RESOLVED, FURTHER, that for purposes of these resolutions, the term
“proper officer” shall mean any or all of the Chief Executive Officer, any
Executive Vice President, the Chief Financial Officer, the Senior Vice
President, General Counsel and Secretary, the Vice President and Controller and
the Vice President and Treasurer of the Company;



     RESOLVED, FURTHER, that the form of any additional resolutions required in
connection with the foregoing resolutions be and hereby is approved and
adopted, provided the proper officers of the Company, on the advice of counsel,
consider the adoption thereof necessary or advisable, in which case the
Secretary or any Assistant Secretary of the Company is hereby directed to
insert as an appendix hereto a copy of such resolutions, which shall, upon
execution, be deemed to have been adopted by this Board with the same force and
effect as if set out verbatim herein; and



     RESOLVED, FURTHER, that any officer of the Company is hereby authorized
and directed to make, provide, execute, and deliver any and all statements,
applications, certificates, representations, payments, notices, receipts, and
other instruments and documents and take any and all other actions which in the
opinion of such officer is or may be necessary or appropriate in connection
with or to consummate any of the matters covered by the foregoing resolutions.



January 30, 2004 Resolution




     WHEREAS, by unanimous written consent dated July 18, 2002,
the Board of Directors approved the offering and sale by the
Company from time to time of up to an aggregate of approximately
$1.8 billion of senior and subordinated debt and common and
preferred stock (the “Shelf Offering”), together with all other
actions necessary to effect the Shelf Offering, including the
filing of a Universal Shelf Registration Statement on Form S-3
(the “Universal Shelf”); and




     WHEREAS, at this time, the Company desires to issue up to
$350 million of debt securities off of the Universal Shelf and so
advise the Board;




     NOW, THEREFORE, BE IT RESOLVED, the Board confirms that the
Chief Executive Officer, the Chief Financial Officer, the
Treasurer, and the Secretary of the Company (the “Authorized
Officers”)



 









 







be, and each of them hereby is, authorized, for and on behalf of
the Company, to issue up to $350 million of debt securities, in
such form and upon such terms and conditions as the Authorized
Officers deem appropriate; and




     RESOLVED FURTHER, that the Authorized Officers of the Company
be, and each of them hereby is, authorized and empowered, for and
on behalf of the Company, to take or cause to be taken any and all
such actions and to enter into, execute and deliver any and all
such acknowledgments, agreements, certificates, contracts,
indentures, instruments, notices, statements, powers of attorney
and other documents, or to effect any filings, registrations,
qualifications or applications with any and all appropriate
regulatory authorities, including the Securities and Exchange
Commission, any applicable state securities commission or agency,
the New York Stock Exchange and any credit rating agency, as may
be required or as any such Authorized Officer may deem necessary,
advisable or appropriate to effectuate and carry out the
transactions contemplated by, and the purposes and intent of, the
foregoing resolution; all such actions to be performed in such
manner and all such acknowledgments, agreements, certificates,
contracts, indentures, instruments, notices, statements, powers of
attorney and documents to be executed and delivered in such form
as the officer performing or executing the same shall approve,
such officer’s performance or execution and delivery thereof to be
conclusive evidence of such approval and the approval thereof by
this Board of Directors; and




     RESOLVED FURTHER, that the form of any additional resolutions
required in connection with the borrowings of funds described
above be, and hereby is, approved and adopted, provided the
Authorized Officers, on the advice of counsel, consider the
adoption thereof necessary or advisable, in which case the
Secretary of the Company is hereby directed to insert as an
appendix hereto a copy of such resolutions, which shall thereupon
be deemed to have been adopted by this Board of Directors with the
same force and effect as if set out verbatim herein; and




     RESOLVED FURTHER, that the Secretary and any Assistant
Secretary of the Company be, and each of them hereby is,
authorized and empowered, for and on behalf of the Company, to
certify and attest any documents that such Secretary or any such
Assistant Secretary may deem necessary, advisable or appropriate
to consummate the transactions contemplated by the documents
heretofore authorized and approved, provided that such attestation
shall not be required for the due authorization, execution and
delivery or validity of the particular document; and




     RESOLVED FURTHER, that the authority granted to the
Authorized Officers of the Company under the foregoing resolutions
shall



 









 







be deemed to include, in the case of each such resolution the
authority to perform such further acts and deeds for and on behalf
of the Company as may be necessary, advisable or appropriate, in
the judgment of any such officer, to carry out the transactions
contemplated thereby, and all acts and deeds previously performed
by any of the officers or counsel to the Company prior to the date
hereof that are within the authority conferred by the foregoing
resolutions be, and each of them hereby is, approved, ratified and
confirmed in all respects as the authorized acts and deeds of the
Company.