<PAGE>

                                                                     EXHIBIT 4.4
================================================================================



                   SENIOR NOTES REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 26, 2002

                                  By and Among

                             WASTE MANAGEMENT, INC.
                                   as Issuer,

                           the Guarantor named herein

                                       and

                            SALOMON SMITH BARNEY INC.
                   CREDIT SUISSE FIRST BOSTON CORPORATION and
                          J. P. MORGAN SECURITIES INC.
                  as Representatives of the Initial Purchasers



================================================================================

                                  $400,000,000

                          6 3/8% SENIOR NOTES DUE 2012

<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<S>      <C>                                                                              <C>
1.       Definitions:......................................................................1

2.       Exchange Offer....................................................................4

3.       Shelf Registration................................................................8

4.       Additional Interest...............................................................8

5.       Registration Procedures..........................................................10

6.       Registration Expenses............................................................17

7.       Indemnification..................................................................18

8.       Rule 144 and 144A................................................................20

9.       Miscellaneous....................................................................21

         (a)      No Inconsistent Agreements..............................................21
         (b)      Adjustments Affecting Registrable Securities............................21
         (c)      Amendments and Waivers..................................................21
         (d)      Notices.................................................................21
         (e)      Successors and Assigns..................................................23
         (f)      Counterparts............................................................23
         (g)      Headings................................................................23
         (h)      Governing Law...........................................................23
         (i)      Severability............................................................23
         (j)      Securities Held by the Issuers or their Affiliates......................23
         (k)      Third Party Beneficiaries...............................................23
         (l)      Entire Agreement........................................................23
</TABLE>

                                        i



<PAGE>
                   SENIOR NOTES REGISTRATION RIGHTS AGREEMENT


         This Senior Notes Registration Rights Agreement (this "Agreement") is
dated as of November 26, 2002 by and among Waste Management, Inc., a Delaware
corporation (the "Company"), the Guarantor named on the signature page hereto
(the "Guarantor" and, together with the Company, the "Issuers") and Salomon
Smith Barney Inc., Credit Suisse First Boston Corporation and J. P. Morgan
Securities Inc. (the "Representatives").

         This Agreement is entered into in connection with the Purchase
Agreement (the "Purchase Agreement"), dated as of November 21, 2002, by and
between the Company, the Guarantor and the Representatives, as representatives
of the initial purchasers named in Schedule II thereto (the "Initial
Purchasers") that provides for the sale by the Company to the Initial Purchasers
of $400,000,000 aggregate principal amount of the Company's 6 3/8% Senior Notes
due 2012 (the "Notes"). The Notes will be guaranteed (the "Guarantees") on a
senior basis by the Guarantor. The Notes and the Guarantees together are herein
referred to as the "Securities." To induce the Initial Purchasers to enter into
the Purchase Agreement, the Issuers have agreed to provide the registration
rights set forth in this Agreement for the benefit of the Initial Purchasers and
their direct and indirect transferees and assigns. The execution and delivery of
this Agreement is a condition to the Initial Purchasers' obligations to purchase
the Securities under the Purchase Agreement.

         The parties hereby agree as follows:

1.       Definitions

         As used in this Agreement, the following terms shall have the following
meanings:

         Additional Interest: See Section 4(a) hereof.

         Advice: See the last paragraph of Section 5 hereof.

         Agreement: See the first introductory paragraph hereto.

         Applicable Period: See Section 2(b) hereof.

         Closing Date: The Closing Date as defined in the Purchase Agreement.

         Company: See the first introductory paragraph hereto.

         Effectiveness Date: The date that is 210 days after the Issue Date;
provided, however, that with respect to any Shelf Registration, the
Effectiveness Date shall be the 210th day after the delivery of a Shelf Notice
as required pursuant to Section 2(c) hereof.

         Effectiveness Period: See Section 3(a) hereof.

         Event Date: See Section 4(b) hereof.


                                       1
<PAGE>

         Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         Exchange Offer: See Section 2(a) hereof.

         Exchange Registration Statement: See Section 2(a) hereof.

         Exchange Notes: See Section 2(a) hereof.

         Filing Date: (A) If no Exchange Offer Registration Statement has been
filed by the Issuers pursuant to this Agreement, the 120th day after the Issue
Date; and (B) with respect to a Shelf Registration Statement, the 90th day after
the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof.

         Guarantees: See the second introductory paragraph hereto.

         Guarantor: See the first introductory paragraph hereto.

         Holder: Any holder of a Registrable Security or Registrable Securities.

         Indemnified Person: See Section 7(c) hereof.

         Indemnifying Person: See Section 7(c) hereof.

         Indenture: The Indenture, dated as of September 10, 1997 by and among
the Company and JPMorgan Chase Bank (the successor to The Chase Manhattan Bank),
as trustee, pursuant to which the Securities are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.

         Initial Purchasers: See the second introductory paragraph hereto.

         Inspectors: See Section 5(o) hereof.

         Issue Date: The date on which the original Securities were sold to the
Initial Purchasers pursuant to the Purchase Agreement.

         Issuers: See the introductory paragraph hereto.

         NASD: See Section 5(t) hereof.

         Notes: See the second introductory paragraph hereto.

         Participant: See Section 7(a) hereof.

         Participating Broker-Dealer:  See Section 2(b) hereof.



                                       2
<PAGE>

         Person: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

         Private Exchange: See Section 2(b) hereof.

         Private Exchange Notes: See Section 2(b) hereof.

         Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

         Purchase Agreement: See the second introductory paragraph hereto.

         Records: See Section 5(o) hereof.

         Registrable Securities: Each Security upon original issuance of the
Securities and at all times subsequent thereto, each Exchange Note (and the
related Guarantee) as to which Section 2(c)(v) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange
Note (and the related Guarantee) upon original issuance thereof and at all times
subsequent thereto, until in the case of any such Security, Exchange Note or
Private Exchange Note, as the case may be, the earliest to occur of (i) a
Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(c)(v) hereof is applicable, the Exchange Registration Statement)
covering such Security, Exchange Note or Private Exchange Note (and the related
Guarantees), as the case may be, has been declared effective by the SEC and such
Security, Exchange Note or Private Exchange Note (and the related Guarantees),
as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Security, Exchange Note or Private Exchange
Note, as the case may be, is sold in compliance with Rule 144, or is saleable
pursuant to Rule 144(k), (iii) such Security has been exchanged for an Exchange
Note or Exchange Notes pursuant to an Exchange Offer and is entitled to be
resold without complying with the prospectus delivery requirements of the
Securities Act and (iv) such Security, Exchange Note or Private Exchange Note
(and the related Guarantees), as the case may be, ceases to be outstanding for
purposes of the Indenture.

         Registration Statement: Any registration statement of the Company,
including, but not limited to, the Exchange Registration Statement and any
registration statement filed in connection with a Shelf Registration, filed with
the SEC pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

         Representatives: See the first introductory paragraph hereto.



                                       3
<PAGE>

         Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

         Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

         Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         SEC: The Securities and Exchange Commission.

         Securities: See the second introductory paragraph hereto.

         Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

         Shelf Notice: See Section 2(c) hereof.

         Shelf Registration: See Section 3(a) hereof.

         TIA: The Trust Indenture Act of 1939, as amended.

         Trustee: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Notes and Private Exchange Notes (if
any).

         Underwritten registration or underwritten offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

2.       Exchange Offer

         (a) The Company and the Guarantor shall file with the SEC, to the
extent not prohibited by any applicable law or applicable interpretation of the
staff of the SEC, a Registration Statement no later than the Filing Date for an
offer to exchange (the "Exchange Offer") any and all of the Registrable
Securities (other than the Private Exchange Notes, if any) for a like aggregate
principal amount of debt securities of the Company (guaranteed by the Guarantor)
that are identical in all material respects to the Securities (the "Exchange
Notes") (and that are entitled to the benefits of the Indenture or a trust
indenture that is identical in all material respects to the Indenture (other
than such changes to the Indenture or any such identical trust indenture as are
necessary to comply with any requirements of the SEC to effect or maintain the
qualification thereof under the TIA) and that, in either case, has been
qualified under the TIA), except that the Exchange Notes (other than Private
Exchange Notes, if any) shall have been registered pursuant to an effective
Registration Statement under the Securities Act and shall contain no restrictive
legend thereon. The Exchange Offer shall be registered under the


                                       4
<PAGE>
Securities Act on the appropriate form (the "Exchange Registration Statement")
and shall comply with all applicable tender offer rules and regulations under
the Exchange Act. The Company and the Guarantor agree to use their respective
reasonable best efforts to (x) cause the Exchange Registration Statement to be
declared effective under the Securities Act on or before the Effectiveness Date;
(y) keep the Exchange Offer open for at least 20 business days (or longer if
required by applicable law) after the date that notice of the Exchange Offer is
mailed to Holders; and (z) consummate the Exchange Offer on or prior to the
260th day following the Issue Date. If after such Exchange Registration
Statement is declared effective by the SEC, the Exchange Offer or the issuance
of the Exchange Notes thereunder is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Exchange Registration Statement shall be deemed not to
have become effective for purposes of this Agreement during the period of such
interference until the Exchange Offer may legally resume. Each Holder who
participates in the Exchange Offer will be required to represent in writing that
any Exchange Notes received by it will be acquired in the ordinary course of its
business, that at the time of the consummation of the Exchange Offer such Holder
will have no arrangement or understanding with any Person to participate in the
distribution of the Exchange Notes in violation of the provisions of the
Securities Act and that such Holder is not an affiliate of the Company or the
Guarantor within the meaning of the Securities Act and is not acting on behalf
of any persons or entities who could not truthfully make the foregoing
representations. Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Securities that are Private
Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the
Company shall have no further obligation to register Registrable Securities
(other than Private Exchange Notes and other than in respect of any Exchange
Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.
No securities other than the Exchange Notes shall be included in the Exchange
Registration Statement.

         (b) The Company and the Guarantor shall include within the Prospectus
contained in the Exchange Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchasers, that shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or
policies, in the judgment of the Initial Purchasers, represent the prevailing
views of the staff of the SEC. Such "Plan of Distribution" section shall also
expressly permit the use of the Prospectus by all Persons subject to the
prospectus delivery requirements of the Securities Act, including all
Participating Broker-Dealers, and include a statement describing the means by
which Participating Broker-Dealers may resell the Exchange Notes.

         The Company and the Guarantor shall use their respective reasonable
best efforts to keep the Exchange Registration Statement effective and to amend
and supplement the Prospectus contained therein in order to permit such
Prospectus to be lawfully delivered by all Persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as is
necessary to comply with applicable law in connection with any resale of the
Exchange Notes; provided, however, that such period shall not exceed 210 days
after the consummation of the


                                       5
<PAGE>
Exchange Offer (or such longer period if extended pursuant to the last paragraph
of Section 5 hereof) (the "Applicable Period").

         If, prior to consummation of the Exchange Offer, any of the Initial
Purchasers holds any Securities acquired by it and having, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
the initial distribution, the Issuers, upon the request of the Initial Purchaser
simultaneously with the delivery of the Exchange Notes in the Exchange Offer,
shall issue and deliver to the Initial Purchaser in exchange (the "Private
Exchange") for such Securities held by the Initial Purchaser a like principal
amount of debt securities of the Issuers that are identical in all material
respects to the Exchange Notes (the "Private Exchange Notes") (and that are
issued pursuant to the same indenture as the Exchange Notes), except for the
placement of a restrictive legend on such Private Exchange Notes. The Private
Exchange Notes shall bear the same CUSIP number as the Exchange Notes.

         Interest on the Exchange Notes and the Private Exchange Notes will
accrue from the later of (x) (i) the last interest payment date on which
interest was paid on the Securities surrendered in exchange therefor or (ii) if
the Securities are surrendered for exchange on a date in a period which includes
the record date for an interest payment date to occur on or after the date of
such exchange and as to which interest will be paid, the date of such interest
payment date or, (y) if no interest has been paid on the Securities, from the
Issue Date.

         In connection with the Exchange Offer, the Company and the Guarantor
shall:

                  (1) mail to each Holder a copy of the Prospectus forming part
of the Exchange Registration Statement, together with an appropriate letter of
transmittal and related documents;

                  (2) utilize the services of a depositary for the Exchange
Offer with an address in the Borough of Manhattan, The City of New York;

                  (3) permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York time, on the last business day on which
the Exchange Offer shall remain open; and

                  (4) otherwise comply in all material respects with all
applicable laws, rules and regulations.

         As soon as practicable after the close of the Exchange Offer or the
Private Exchange, as the case may be, the Company and the Guarantor shall:

                  (1) accept for exchange all Securities properly tendered and
not validly withdrawn pursuant to the Exchange Offer or the Private Exchange;

                  (2) deliver to the Trustee for cancellation all Securities so
accepted for exchange; and


                                       6
<PAGE>
                  (3) cause the Trustee to authenticate and deliver promptly to
each Holder of Securities, Exchange Notes or Private Exchange Notes, as the case
may be, equal in principal amount to the Securities of such Holder so accepted
for exchange.

         The Exchange Notes and the Private Exchange Notes may be issued under
(i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture, which in either event shall provide that (1) the Exchange Notes shall
not be subject to any transfer restrictions and (2) the Private Exchange Notes
shall be subject to the transfer restrictions set forth or referred to in the
restrictive legend placed on such Private Exchange Notes. The Indenture or such
indenture shall provide that the Exchange Notes, the Private Exchange Notes and
the Notes shall vote and consent together on all matters as one class and that
neither the Exchange Notes, the Private Exchange Notes or the Securities will
have the right to vote or consent as a separate class on any matter.

         (c) If, following the date hereof there is announced a change in SEC
policy with respect to exchange offers such as the Exchange Offer, that in the
reasonable opinion of counsel to the Company raises a substantial question as to
whether the Exchange Offer is permitted by applicable federal law, the Company
and the Guarantor hereby agree to seek a no-action letter or other favorable
decision from the SEC allowing the Company and the Guarantor to consummate an
Exchange Offer of Exchange Notes for the Notes. The Company and the Guarantor
hereby agree to pursue the issuance of such a decision to the level of the staff
of the SEC. In connection with the foregoing, the Company and the Guarantor
hereby agree to take all such other actions as may be requested by the SEC or
its staff or otherwise required in connection with the issuance of such
decision, including without limitation (A) participating in telephonic
conferences with the Commission, (B) delivering to the SEC or its staff an
analysis prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that such an exchange offer should be
permitted and (C) diligently pursuing a resolution (which need not be favorable)
by the SEC or its staff. If, (i) notwithstanding the efforts contemplated above,
the Issuers are not permitted to effect an Exchange Offer, (ii) the holder of
Private Exchange Notes so requests within 20 business days after the
consummation of the Private Exchange, (iii) because of any changes in law or in
currently prevailing interpretations of the staff of the SEC, a Holder (other
than an Initial Purchaser holding Securities acquired directly from the Issuers)
is not permitted to participate in the Exchange Offer and requests the Company
in writing within 20 business days after the consummation of the Exchange Offer
to have such Holder's Securities included in a registration statement, or (iv)
in the case of any Holder that participates in the Exchange Offer, such Holder
does not receive Exchange Notes on the date of the exchange that may be sold
without restriction under state and federal securities laws (other than due
solely to the status of such Holder as an affiliate of the Company or the
Guarantor within the meaning of the Securities Act) and such Holder requests the
Company in writing within 20 business days after the consummation of the
Exchange Offer to have such Holder's Securities included in a registration
statement), then the Company shall promptly deliver written notice thereof (the
"Shelf Notice") to the Trustee and in the case of clauses (i) and (iii), all
Holders, in the case of clause (ii), the Holders of the Private Exchange Notes
and in the case of clause (iv), the affected Holder, and shall file a Shelf
Registration pursuant to Section 3 hereof.


                                       7
<PAGE>

3.       Shelf Registration

         If a Shelf Notice is delivered as contemplated by Section 2(c) hereof,
then:

         (a) Shelf Registration. The Company and the Guarantor shall file with
the SEC a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Securities not
exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to
which Section 2(c) is applicable (the "Shelf Registration"). The Company and the
Guarantor shall use their respective reasonable best efforts to file with the
SEC the Shelf Registration on or prior to the applicable Filing Date. The Shelf
Registration shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner
or manners designated by them (but not including any underwritten offerings).
The Company and the Guarantor shall not permit any securities other than the
Registrable Securities to be included in the Shelf Registration.

         The Company and the Guarantor shall use their respective reasonable
best efforts to cause the Shelf Registration to be declared effective under the
Securities Act on or prior to the Effectiveness Date and to keep the Shelf
Registration continuously effective under the Securities Act until the date that
is two years from the Issue Date or such shorter period ending when all
Registrable Securities covered by the Shelf Registration have been sold in the
manner set forth and as contemplated in the Shelf Registration or cease to be
outstanding (the "Effectiveness Period"); provided, however, that the
Effectiveness Period in respect of the Shelf Registration shall be extended to
the extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein.

         (b) Withdrawal of Stop Orders. If the Shelf Registration ceases to be
effective for any reason at any time during the Effectiveness Period (other than
because of the sale of all of the securities registered thereunder), the Issuers
shall use their respective reasonable best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof.

         (c) Supplements and Amendments. The Company and the Guarantor shall
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Securities covered by such Registration Statement.

4.       Additional Interest

         (a) The Company, the Guarantor and the Initial Purchasers agree that
the Holders of Registrable Securities will suffer damages if the Company and the
Guarantor fail to fulfill their respective obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Company and the Guarantor agree to
pay, as liquidated damages, additional interest on the Securities ("Additional
Interest") under the circumstances and to the extent set forth below (without
duplication):


                                       8
<PAGE>

                  (i) if (A) neither the Exchange Registration Statement nor the
         Shelf Registration has been filed with the SEC on or prior to the date
         120 days after the Issue Date or (B) notwithstanding that the Company
         and the Guarantor have consummated or will consummate the Exchange
         Offer, the Company and the Guarantor are required to file a Shelf
         Registration and such Shelf Registration is not filed on or prior to
         the Filing Date applicable thereto, then, commencing on the day after
         any such Filing Date, Additional Interest shall accrue on the
         Securities over and above the stated interest at a rate of 0.25% per
         annum for the first 90 days immediately following the Filing Date, such
         Additional Interest rate increasing by an additional 0.25% per annum at
         the beginning of each subsequent 90-day period;

                  (ii) if (A) neither the Exchange Registration Statement nor
         the Shelf Registration is declared effective by the SEC on or prior to
         the date 210 days after the Issue Date or (B) notwithstanding that the
         Company and the Guarantor have consummated or will consummate the
         Exchange Offer, the Company and the Guarantor are required to file a
         Shelf Registration and such Shelf Registration is not declared
         effective by the SEC on or prior to the Effectiveness Date in respect
         of such Shelf Registration, then, commencing on the day after such
         Effectiveness Date, Additional Interest shall accrue on the Securities
         included or that should have been included in such Registration
         Statement over and above the stated interest at a rate of 0.25% per
         annum for the first 90 days immediately following the Effectiveness
         Date, such Additional Interest rate increasing by an additional 0.25%
         per annum at the beginning of each subsequent 90-day period; and

                  (iii) if either (A) the Company and the Guarantor have not
         exchanged Exchange Notes for all Securities validly tendered in
         accordance with the terms of the Exchange Offer on or prior to the
         260th day after the Issue Date or (B) if applicable, a Shelf
         Registration has been declared effective and such Shelf Registration
         ceases to be effective at any time prior to the second anniversary of
         the Issue Date (other than after such time as all Notes have been
         disposed of thereunder), then Additional Interest shall accrue on the
         Securities (over and above any interest otherwise payable on the
         Securities) at a rate of 0.25% per annum on the first 90 days
         commencing on (x) the 31st day after such effective day, in the case of
         (A) above, or (y) the day such Shelf Registration ceases to be
         effective, in the case of (B) above, such Additional Interest rate
         increasing by an additional 0.25% per annum at the beginning of each
         such subsequent 90-day period;

provided, however, that (1) the Additional Interest rate on the Securities may
not accrue under more than one of the foregoing clauses (i) through (iii) of
this Section 4(a) at any one time and at no time shall the aggregate amount of
Additional Interest accruing exceed at any one time in the aggregate 1.0% per
annum, and (2) no Additional Interest shall accrue in the event that the Company
and the Guarantor have timely filed an Exchange Offer Registration Statement but
are unable to complete the Exchange Offer pursuant to Section 2(c) and have
timely delivered a Shelf Notice unless the Company and the Guarantor shall
thereafter fail to satisfy one or more of the time requirements specified above
in clauses (i) through (iii) of this Section 4(a) for filing and effectiveness
of the Shelf Registration, in which event Additional Interest as specified above
shall accrue, subject, however, to the foregoing proviso (1); and provided,
further, that (1) upon


                                       9
<PAGE>
the filing of the Exchange Registration Statement or a Shelf Registration (in
the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the
Exchange Registration Statement or the Shelf Registration (in the case of clause
(ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all
Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or
upon the effectiveness of the applicable Exchange Registration Statement that
had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) or
upon the effectiveness of the applicable Shelf Registration that had ceased to
remain effective (in the case of (iii)(B) of this Section 4(a)), Additional
Interest on the Securities as a result of such clause (or the relevant subclause
thereof), as the case may be, shall cease to accrue.

         (b) The Company and the Guarantor shall notify the Trustee within three
business days after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an "Event Date"). Any amounts
of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this
Section 4 will be payable in cash semi-annually on each May 15 and November 15
(to the holders of record on the May 1 and November 1 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Securities, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
consisting of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed) and the denominator of which is 360.

5.       Registration Procedures

         In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Company and the Guarantor shall effect such
registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
and in connection with any Registration Statement filed by the Company and the
Guarantor hereunder, the Company and the Guarantor shall:

         (a) Prepare and file with the SEC prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Sections 2 or
3 hereof, and use its reasonable best efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided,
however, that, if (1) such filing is pursuant to Section 3 hereof or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Company and the Guarantor shall furnish
to and afford the Holders of the Registrable Securities covered by such
Registration Statement or each such Participating Broker-Dealer, as the case may
be, and their counsel, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
three business days prior to such filing). The Company and the Guarantor shall
not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount
of the Registrable Securities


                                       10
<PAGE>

covered by such Registration Statement, or any such Participating Broker-Dealer,
as the case may be, or their counsel, shall reasonably object on or prior to the
third business day following receipt of a copy of any Registration Statement or
Prospectus or any amendment or supplement thereto proposed to be filed.

         (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration or Exchange Registration Statement, as the
case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be; cause the related Prospectus to be supplemented by any
prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act
and the Exchange Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such
Prospectus; the Company and the Guarantor shall be deemed not to have used their
respective reasonable best efforts to keep a Registration Statement effective
during the Applicable Period if either of the Company or the Guarantor
voluntarily takes any action that would result in selling Holders of the
Registrable Securities covered thereby or Participating Broker-Dealers seeking
to sell Exchange Notes not being able to sell such Registrable Securities or
such Exchange Notes during that period, unless such action is required by
applicable law or unless the Company and the Guarantor comply with this
Agreement, including without limitation, the provisions of Section 5(k) hereof
and the last paragraph of this Section 5.

         (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, notify the selling Holders of Registrable Securities, or
each such Participating Broker-Dealer, as the case may be, and their counsel,
promptly (but in any event within two business days) and confirm such notice in
writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Issuers, one conformed
copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and all exhibits), (ii) of the issuance by the SEC of
any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Securities or resales of Exchange Notes by
Participating Broker-Dealers the representations and warranties of the Issuers
contained in any agreement cease to be true and correct, (iv) of the receipt by
the Issuers of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any
of the Registrable Securities or the Exchange Notes to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction, or the
initiation or written threat of any proceeding for such purpose, (v) of the
happening of any event,


                                       11
<PAGE>
the existence of any condition or any information becoming known that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, (vi) of the
Issuers' determination that a post-effective amendment to a Registration
Statement would be appropriate, and (vii) if at any time when a prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registrable Securities or resales of Exchange Notes by Participating
Broker-Dealers, the Company and the Guarantor determine, in their reasonable
judgment, after consultation with counsel, that the continued use of the
prospectus would require the disclosure of confidential information or interfere
with any financing, acquisition, reorganization or other material transaction
involving the Company.

         (d) Use their respective reasonable best efforts to prevent the
issuance of any order suspending the effectiveness of a Registration Statement
or of any order preventing or suspending the use of a Prospectus or suspending
the qualification (or exemption from qualification) of any of the Registrable
Securities or the Exchange Notes for sale in any jurisdiction and, if any such
order is issued, to use their reasonable best efforts to obtain the withdrawal
of any such order at the earliest possible moment.

         (e) If a Shelf Registration is filed pursuant to Section 3 and if
requested by the Holders of a majority in aggregate principal amount of the
Registrable Securities being sold in connection with an offering, (i) promptly
incorporate in a prospectus supplement or post-effective amendment such
information as such Holders or counsel for any of them determine is reasonably
necessary to be included therein, (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable
after the Issuers have received notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment and (iii) supplement
or make amendments to such Registration Statement; provided, however, that the
Company and the Guarantor shall not be required to take any action pursuant to
this Section 5(e) that would, in the opinion of counsel for the Company and the
Guarantor, violate applicable law.

         (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Securities
and to each such Participating Broker-Dealer who so requests and to their
respective counsel at the sole expense of the Issuers, one conformed copy of the
Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.


                                       12
<PAGE>
         (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Securities,
or each such Participating Broker-Dealer, as the case may be, and their
respective counsel, at the sole expense of the Issuers, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the last
paragraph of this Section 5, the Company and the Guarantor hereby consent to the
use of such Prospectus and each amendment or supplement thereto by each of the
selling Holders of Registrable Securities or each such Participating
Broker-Dealer, as the case may be, and the agents, if any, and dealers, if any,
in connection with the offering and sale of the Registrable Securities covered
by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant
to, such Prospectus and any amendment or supplement thereto.

         (h) Prior to any public offering of Registrable Securities or Exchange
Notes or any delivery of a Prospectus contained in the Exchange Registration
Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes
during the Applicable Period, to use their reasonable best efforts to register
or qualify and to cooperate with the selling Holders of Registrable Securities
or each such Participating Broker-Dealer, as the case may be, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder or Participating
Broker-Dealer reasonably requests in writing; provided, however, that where
Exchange Notes held by Participating Broker-Dealers or Registrable Securities
are offered other than through an underwritten offering, the Company and the
Guarantor agree to cause their counsel to perform Blue Sky investigations and
file registrations and qualifications required to be filed pursuant to this
Section 5(h); use their reasonable best efforts to keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or
the Registrable Securities covered by the applicable Registration Statement;
provided, however, that none of the Company or the Guarantor shall be required
to file any general consent to service of process or to qualify as a foreign
corporation or as a securities dealer in any jurisdiction or to subject itself
to taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject.

         (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Securities to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with The Depository Trust Company;
and enable such Registrable Securities to be in such denominations and
registered in such names as the Holders may reasonably request.

         (j) Use their respective reasonable best efforts to cause the
Registrable Securities covered by the Registration Statement to be registered
with or approved by such other


                                       13
<PAGE>
governmental agencies or authorities as may be necessary to enable the Holders
thereof or the Participating Broker-Dealers, if any, to consummate the
disposition of such Registrable Securities, except as may be required solely as
a consequence of the nature of such selling Holder's business, in which case the
Company and the Guarantor will cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals.

         (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by Section
5(c)(v), 5(c)(vi) or 5(c)(vii) hereof, as promptly as practicable (in the case
of 5(c)(vii) after cessation of the condition referred to therein), prepare and
(subject to Section 5(a) hereof) file with the SEC, at the Issuers' sole
expense, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

         (l) Use its respective reasonable best efforts to cause the Registrable
Securities covered by a Registration Statement or the Exchange Notes, as the
case may be, to be rated with the appropriate rating agencies, if so requested
by the Holders of a majority in aggregate principal amount of Registrable
Securities covered by such Registration Statement or the Exchange Notes, as the
case may be.

         (m) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities or Exchange Notes, as the case may
be, in a form eligible for deposit with The Depository Trust Company and (ii)
provide a CUSIP number for the Registrable Securities or Exchange Notes, as the
case may be.

         (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon reasonable advance notice make available for
inspection by any selling Holder of such Registrable Securities being sold, or
each such Participating Broker-Dealer, as the case may be, and any attorney,
accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours without interfering in the orderly business of the Company or the
Guarantor, all financial and other relevant records, pertinent corporate
documents and instruments of the Issuers and their subsidiaries (collectively,
the "Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the respective officers,
directors and employees of the Issuers and their subsidiaries to supply all
information reasonably


                                       14
<PAGE>
requested by any such Inspector in connection with such Registration Statement.
Records that the Issuers determine, in good faith, to be confidential and any
Records that they notify the Inspectors are confidential shall not be disclosed
by the Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a material misstatement or omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (iii) after giving
reasonable prior notice to the Company, disclosure of such information is, in
the opinion of counsel for any Inspector, necessary or advisable in connection
with any action, claim, suit or proceeding, directly or indirectly, involving or
potentially involving such Inspector and arising out of, based upon, relating to
or involving this Agreement or any transactions contemplated hereby or arising
hereunder or (iv) the information in such Records has been made generally
available to the public. Each selling Holder of such Registrable Securities and
each such Participating Broker-Dealer will be required to agree that information
obtained by it as a result of such inspections shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the
securities of the Company unless and until such information is generally
available to the public. Each selling Holder of such Registrable Securities and
each such Participating Broker-Dealer will be required to further agree that it
will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company to
undertake appropriate action to prevent disclosure of the Records deemed
confidential at the Issuers' sole expense.

         (o) Provide an indenture trustee for the Registrable Securities or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Securities; and
in connection therewith, cooperate with the trustee under any such indenture and
the Holders of the Registrable Securities, to effect such changes to such
indenture as may be required for such indenture to be so qualified in accordance
with the terms of the TIA; and execute, and use its reasonable best efforts to
cause such trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to
enable such indenture to be so qualified in a timely manner.

         (p) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Securities are sold to underwriters in a firm
commitment or reasonable best efforts underwritten offering and (ii) if not sold
to underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Issuers after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.

         (q) If an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Securities by Holders to the Company (or to
such other Person as directed by the Company) in exchange for the Exchange Notes
or the Private Exchange Notes, as the case may be, the Company shall mark, or
cause to be marked, on such Registrable Securities that such


                                       15
<PAGE>
Registrable Securities are being cancelled in exchange for the Exchange Notes or
the Private Exchange Notes, as the case may be; in no event shall such
Registrable Securities be marked as paid or otherwise satisfied.

         (r) Cooperate with each seller of Registrable Securities covered by any
Registration Statement and each Participating Broker-Dealer, if any,
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. (the "NASD").

         (s) Use their respective reasonable best efforts to take all other
steps necessary or advisable to effect the registration of the Registrable
Securities covered by a Registration Statement contemplated hereby.

         The Company and the Guarantor may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company and the Guarantor such information regarding such seller and the
distribution of such Registrable Securities as the Company and the Guarantor
may, from time to time, reasonably request. The Company and the Guarantor may
exclude from such registration the Registrable Securities of any seller who
unreasonably fails to furnish such information within a reasonable time after
receiving such request and in such event shall have no further obligation under
this Agreement (including, without limitation, obligations under Section 4
hereof) with respect to such seller or any subsequent holder of such Registrable
Securities. Each seller as to which any Shelf Registration is being effected
agrees to furnish promptly to the Company and the Guarantor all information
required to be disclosed in order to make the information previously furnished
to the Company and the Guarantor by such seller not materially misleading.

         Each Holder of Registrable Securities and each Participating
Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Company of the happening of any event
of the kind described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v), 5(c)(vi) or
5(c)(vii) hereof, such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus or
Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the
case may be, until such Holder's or Participating Broker-Dealer's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof, or until it is advised in writing (the "Advice") by the Issuers that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. If the Company shall give any such notice,
each of the Effectiveness Period and the Applicable Period shall be extended by
the number of days during such periods from and including the date of the giving
of such notice to and including the date when each seller of Registrable
Securities covered by such Registration Statement or Exchange Notes to be sold
by such Participating Broker-Dealer, as the case may be, shall have received (x)
the copies of the supplemented or amended Prospectus contemplated by Section
5(k) hereof or (y) the Advice, provided that the Effectiveness Period and the
Applicable Period shall not be extended beyond two years after the Issue Date.


                                       16
<PAGE>
6.       Registration Expenses

         (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company and the Guarantor shall be borne by the
Company and the Guarantor whether or not the Exchange Offer or a Shelf
Registration is filed or becomes effective, including, without limitation, (i)
all registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Notes and determination of the eligibility of
the Registrable Securities or Exchange Notes for investment under the laws of
such jurisdictions (x) where the holders of Registrable Securities are located,
in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in
the case of Registrable Securities or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing and
duplicating expenses, including, without limitation, expenses of printing
certificates for Registrable Securities or Exchange Notes in a form eligible for
deposit with The Depository Trust Company and of printing or duplicating
prospectuses if the printing of prospectuses is requested by the Holders of a
majority in aggregate principal amount of the Registrable Securities included in
any Registration Statement or sold by any Participating Broker-Dealer, as the
case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company and fees and disbursements of special
counsel for the sellers of Registrable Securities (subject to the provisions of
Section 6(b) hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(n)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) rating agency fees, if any,
and any fees associated with making the Registrable Securities or Exchange Notes
eligible for trading through The Depository Trust Company, (vii) Securities Act
liability insurance, if the Company desires such insurance, (viii) fees and
expenses of all other Persons retained by the Company, (ix) internal expenses of
the Company (including, without limitation, all salaries and expenses of
officers and employees of the Company performing legal or accounting duties),
(x) the expense of any annual audit, (xi) the fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange, if applicable, and (xii) the expenses relating to printing, word
processing and distributing of all Registration Statements, underwriting
agreements, securities sales agreements, indentures and any other documents
necessary to comply with this Agreement.

         (b) The Company and the Guarantor shall (i) reimburse the Holders of
the Registrable Securities being registered in a Shelf Registration for the
reasonable fees and disbursements of not more than one counsel chosen by the
Holders of a majority in aggregate principal amount of the Registrable
Securities to be included in such Registration Statement, and (ii) reimburse
reasonable out-of-pocket expenses (other than legal expenses) of Holders of
Registrable Securities incurred in connection with the registration and sale of
the Registrable Securities pursuant to a Shelf Registration or in connection
with the exchange of Registrable Securities pursuant to the Exchange Offer.


                                       17
<PAGE>
7.       Indemnification

         (a) Each of the Company and the Guarantor agrees to indemnify and hold
harmless each Holder of Registrable Securities offered pursuant to a Shelf
Registration Statement and each Participating Broker-Dealer selling Exchange
Notes during the Applicable Period, the officers and directors of each such
Person or its affiliates, and each other Person, if any, who controls any such
Person or its affiliates within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from
and against any and all losses, claims, damages and liabilities (including,
without limitation, the reasonable legal fees and other expenses actually
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement pursuant to which the offering of such Registrable Securities or
Exchange Notes, as the case may be, is registered (or any amendment thereto) or
related Prospectus (or any amendments or supplements thereto) or any related
preliminary prospectus, or caused by, arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that none of the Company or the Guarantor will be required to indemnify a
Participant if (i) such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Participant
furnished to the Company in writing by or on behalf of such Participant
expressly for use therein or (ii) if such Participant sold to the person
asserting the claim the Registrable Notes or Exchange Notes that are the subject
of such claim after receipt of a notice from the Company and the Guarantor
pursuant to Sections 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof and prior
to receipt of copies of a supplemented or amended Prospectus contemplated by
Section 5(k) hereof, or an Advice that the use of the applicable Prospectus may
be resumed.

         (b) Each Participant shall be required to agree, severally and not
jointly, to indemnify and hold harmless the Company and the Guarantor, the
Company's directors and officers, the Guarantor's directors and officers and
each Person who controls the Company and the Guarantor within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act and each
other Participant to the same extent as the foregoing indemnity from the Company
to each Participant, but only (i) with reference to information relating to such
Participant furnished to the Company in writing by or on behalf of such
Participant expressly for use in any Registration Statement or Prospectus, any
amendment or supplement thereto or any preliminary prospectus or (ii) with
respect to any untrue statement or representation made by such Participant in
writing to the Company. The liability of any Participant under this paragraph
shall in no event exceed the proceeds received by such Participant from sales of
Registrable Securities or Exchange Notes giving rise to such obligations.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of


                                       18
<PAGE>
the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability that it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in the loss or compromise of any material rights or defenses by
the Indemnifying Person and the Indemnifying Person was not otherwise aware of
such action or claim). In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Person shall have failed within a reasonable
period of time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that, unless there exists a conflict among Indemnified Persons, the
Indemnifying Person shall not, in connection with any one such proceeding or
separate but substantially similar related proceedings in the same jurisdiction
arising out of the same general allegations, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed
promptly as they are incurred. Any such separate firm for the Participants and
such control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Securities and
Exchange Notes sold by all such Participants and any such separate firm for the
Company, its directors, its officers and such control Persons of the Company
shall be designated in writing by the Company. The Indemnifying Person shall not
be liable for any settlement of any proceeding effected without its prior
written consent, but if settled with such consent or if there be a final
non-appealable judgment for the plaintiff for which the Indemnified Person is
entitled to indemnification pursuant to this Agreement, the Indemnifying Person
agrees to indemnify and hold harmless each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. No Indemnifying
Person shall, without the prior written consent of the Indemnified Person (which
consent shall not be unreasonably withheld or delayed), effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party, and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional written release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any Indemnified Person.

         (d) If the indemnification provided for in the first and second
paragraphs of this Section 7 is for any reason unavailable to, or insufficient
to hold harmless, an Indemnified Person in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and
in order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in


                                       19
<PAGE>
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Person or Persons on the one hand and the Indemnified Person or
Persons on the other in connection with the statements or omissions or alleged
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative fault of the parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Issuers on the
one hand or such Participant or such other Indemnified Person, as the case may
be, on the other, the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

         (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any reasonable
legal or other expenses actually incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Securities
or Exchange Notes, as the case may be, exceeds the amount of any damages that
such Participant has otherwise been required to pay or has paid by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         (f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the Indemnifying Person to the Indemnified Person as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Issuers set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any person who controls a
Holder, the Issuers, their directors, officers, employees or agents or any
person controlling an Issuer, and (ii) any termination of this Agreement.

         (g) The indemnity and contribution agreements contained in this Section
7 will be in addition to any liability that the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.

8.       Rule 144 and 144A

         Each of the Company and the Guarantor covenants that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder in a timely manner
in accordance with the requirements of the Securities Act and the Exchange Act
and, if at any time the Company and the Guarantor are not


                                       20
<PAGE>
required to file such reports, they will, upon the request of any Holder of
Registrable Securities, make available to any Holder or beneficial owner of
Registrable Securities in connection with any sale thereof and any prospective
purchaser of such Registrable Securities from such Holder or beneficial owner
the information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Registrable Securities pursuant to Rule 144A.

9.       Miscellaneous

         (a) No Inconsistent Agreements. The Issuers have not entered into, as
of the date hereof, and shall not, after the date of this Agreement, enter into
any agreement with respect to any of the Company's securities that is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The Issuers
have not entered and will not enter into any agreement with respect to any of
the Company's securities that will grant to any Person piggy-back registration
rights with respect to a Registration Statement.

         (b) Adjustments Affecting Registrable Securities. The Issuers shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Holders of not less than a majority in aggregate principal amount
of the then outstanding Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Securities being sold
by such Holders pursuant to such Registration Statement; provided, however, that
the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.

         (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

         (1)      if to a Holder of the Registrable Securities or any
                  Participating Broker-Dealer, at the most current address of
                  such Holder or Participating Broker-Dealer, as the case may
                  be, set forth on the records of the registrar under the
                  Indenture, with a copy in like manner to the Initial
                  Purchasers as follows:


                                       21
<PAGE>

                           SALOMON SMITH BARNEY INC.
                           CREDIT SUISSE FIRST BOSTON CORPORATION
                           J. P. MORGAN SECURITIES INC.
                           c/o SALOMON SMITH BARNEY INC.
                           388 Greenwich Street
                           New York, New York 10013
                           Facsimile No.:
                           Attention:

                  with a copy to:

                           Vinson & Elkins L.L.P.
                           1001 Fannin St.
                           Houston, Texas 77002-6760
                           Facsimile No.: (713) 615-5058
                           Attention: William N. Finnegan, IV, Esq.

         (2)      if to the Initial Purchasers, at the addresses specified in
                  Section 9(d)(1)

         (3)      if to the Issuers, at the address as follows:

                                    Waste Management, Inc.
                                    1001 Fannin, Suite 4000
                                    Houston, Texas 77002
                                    Facsimile No.: (713) 209-9710
                                    Attention: Legal Department

                  with a copy to:

                                    Baker Botts L.L.P.
                                    One Shell Plaza
                                    910 Louisiana Street
                                    Houston, Texas 77002-4995
                                    Facsimile No.: (713) 229-7701
                                    Attention: J. David Kirkland, Jr.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; one business day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto;
provided, however, that


                                       22
<PAGE>
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign holds
Registrable Securities.

         (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

         (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (j) Securities Held by the Issuers or their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Issuers or
their affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         (k) Third Party Beneficiaries. Holders of Registrable Securities and
Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.

         (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchasers on
the one hand and the Issuers on the other, or between or among any agents,
representatives,


                                       23
<PAGE>
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.









                                       24
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                  WASTE MANAGEMENT, INC.



                                  By: /s/ Waste Management, Inc.
                                      ------------------------------------------



                                  WASTE MANAGEMENT HOLDINGS, INC.,
                                      as Guarantor


                                  By: /s/ Waste Management Holdings, Inc.
                                      ------------------------------------------


                                  SALOMON SMITH BARNEY INC.



                                  By: /s/ Salomon Smith Barney Inc.
                                      ------------------------------------------



                                  CREDIT SUISSE FIRST BOSTON CORPORATION



                                  By: /s/ Credit Suisse First Boston Corporation
                                      ------------------------------------------



                                  J. P. MORGAN SECURITIES INC.


                                  By: /s/ J.P. Morgan Securities Inc.
                                      ------------------------------------------





                                       25