<PAGE>   1
                                                                     EXHIBIT 4.1



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

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFER IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.



<PAGE>   2

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING
PERIOD UNDER RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT
WHICH IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER,
IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (4)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.



<PAGE>   3

                             WASTE CONNECTIONS, INC.


                                                           ISIN No. US941053AA82
Number 1                                                     CUSIP No. 941053AA8


                  5 1/2% Convertible Subordinated Note Due 2006

        Waste Connections, Inc., a Delaware corporation (the "Company"),
promises to pay to Cede & Co. or registered assigns, the principal sum of One
Hundred and Fifteen Million Dollars ($115,000,000) on April 15, 2006 and to pay
interest on the principal amount of this Note beginning the most recent date to
which interest has been paid or, if no interest has been paid, beginning April
4, 2001 at the rate of 5 1/2% per annum.

Interest Payment Dates:      April 15 and October 15
Record Dates:                April 1 and October 1

        This Note is convertible at such times and as specified on the other
side of this Note. Additional provisions of this Note are set forth on the other
side of this Note.

        IN WITNESS WHEREOF, the Company has caused this 5 1/2% Convertible
Subordinated Note due 2006 to be signed by its duly authorized officers.


Dated:  April 4, 2001          WASTE CONNECTIONS, INC.



                               By: _____________________________________________
                                   Name: Ron J. Mittelstaedt
                                   Title: President and Chief Executive Officer


                               By: _____________________________________________
                                   Name: Steven Bouck
                                   Title: Chief Financial Officer



Trustee's Certificate of
Authentication:

Dated:  April 4, 2001

This is one of the Securities referred
to in the within mentioned Indenture.

State Street Bank and
Trust Company of California, N.A.,
  as Trustee

By: ____________________________________
    Authorized Signatory


<PAGE>   4

                             WASTE CONNECTIONS, INC.

                  5 1/2% Convertible Subordinated Note Due 2006


1.      Interest

        Waste Connections, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above. The Company shall pay interest semi-annually on April 15 and
October 15 of each year, commencing October 1, 2001. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from April 4, 2001. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

        The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated April 4, 2001, among the Company, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

2.      Method of Payment

        The Company will pay interest on this Note (except defaulted interest)
to the person who is the registered Holder of this Note at the close of business
on the April 1 and October 1 next preceding the interest payment date. The
Holder must surrender this Note to the Paying Agent to collect payment of
principal. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company, however, may pay principal and interest by its check
payable in such money. It may mail an interest check to the Holder's registered
address.

3.      Paying Agent, Registrar and Conversion Agent

        Initially, State Street Bank and Trust Company of California, N.A. (the
"Trustee") will act as Paying Agent, Registrar and Conversion Agent. The Company
may change any Paying Agent, Registrar or Conversion Agent without notice to the
holder. The Company or any of its Subsidiaries may act as Paying Agent,
Registrar or Conversion Agent.

4.      Indenture; Limitations

        This Note is one of a duly authorized issue of Notes of the Company
designated as its 5 1/2% Convertible Subordinated Notes Due 2006 (the "Notes"),
issued under an Indenture dated as of April 4, 2001 (the "Indenture"), between
the Company and the Trustee. The terms of this Note include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as amended by the Trust
Indenture Reform Act of 1990, as in effect on the date hereof or, from and after
the date that the Indenture shall be qualified thereunder, as in effect on such
date. This Note is subject to all such terms, and the holder of this Note is
referred to the Indenture and said Act for a statement of them.

        The Notes are subordinated unsecured obligations of the Company limited
to up to $115,000,000 aggregate principal amount plus an additional principal
amount not exceeding



                                       1
<PAGE>   5

$35,000,000 in the aggregate as may be issued upon the exercise by the Initial
Purchaser, in whole or in part, of the Purchase Option.

5.      Optional Redemption

        The Notes may be redeemed at the Company's option, in whole or in part,
at any time and from time to time on and after April 15, 2004 (an "Optional
Redemption"). The redemption price for the Notes, expressed as a percentage of
the principal amount, is as follows for the 12-month periods set forth below:

<TABLE>
<CAPTION>
Redemption Period                                                   Percentage
-----------------                                                   ----------
<S>                                                                 <C>
April 15, 2004 through April 14, 2005............................     102.2%
April 15, 2005 through April 14, 2006............................     101.1%
</TABLE>


and 100% of the principal amount on and after April 15, 2006, together in the
case of any such redemption with accrued and unpaid interest to the date of
redemption, but any interest payment that is due and payable on or prior to such
date of redemption will be payable to the Holders of such Notes, or one or more
predecessor Notes, of record at the close of business on the relevant record
dates referred to on the face hereof, all as provided in the Indenture.

6.      Notice of Redemption

        Notice of redemption will be mailed by first class mail at least 30 days
but not more than 60 days before the redemption date in the case of an Optional
Redemption, to each Holder of Notes to be redeemed at his registered address.
Notes in denominations larger than $1,000 may be redeemed in part, but only in
whole multiples of $1,000. On and after the redemption date, subject to the
deposit with the Paying Agent of funds sufficient to pay the redemption price,
interest ceases to accrue on Notes or portions of them called for redemption.

7.      Repurchase of Notes at Option of Holder upon a Change in Control

        If at any time that Notes remain outstanding there shall have occurred a
Change in Control (as defined in the Indenture), at the option of the Holder and
subject to the terms and conditions of the Indenture, the Company shall become
obligated to repurchase all or any part specified by the Holder (so long as the
principal amount of such part is $1,000 or an integral multiple thereof) of the
Notes held by such Holder on the Repurchase Date. The Holder shall have the
right to withdraw any Repurchase Notice by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.
The Repurchase Price is payable in cash.

8.      Conversion

        At any time prior to the close of business on the business day
immediately preceding April 15, 2006, a Holder of a Note may convert such Note
into shares of Common Stock of the Company; provided, however, that if the Note
is called for redemption, the conversion right will terminate at the close of
business on the Business Day before the redemption date of such Note




                                       2
<PAGE>   6

(unless the Company shall default in making the redemption payment when due, in
which case the conversion right shall terminate at the close of business on the
date such default is cured and such Note is redeemed). The initial conversion
price is $38.03 per share, subject to adjustment under certain circumstances as
described in the Indenture (the "Conversion Price"). The number of shares
issuable upon conversion of a Note is determined by dividing the principal
amount converted by the Conversion Price in effect on the conversion date. Upon
conversion, no adjustment for interest or dividends will be made. No fractional
shares will be issued upon conversion; in lieu thereof, an amount will be paid
in cash based upon the current market price (as defined in the Indenture) of the
Common Stock on the last trading day prior to the date of conversion.

        To convert a Note, a Holder must (a) complete and sign the conversion
notice set forth below and deliver such notice to the Conversion Agent, (b)
surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by the Registrar or the Conversion Agent, (d)
pay any transfer or similar tax, if required and (e) if the Note is held in
book-entry form, complete and deliver to the Depositary appropriate instructions
pursuant to the Depositary's book-entry conversion programs. If a Holder
surrenders a Note for conversion between the record date for the payment of an
installment of interest and the next interest payment date, the Note must be
accompanied by payment of an amount equal to the interest payable on such
interest payment date on the principal amount of the Note or portion thereof
then converted; provided, however, that no such payment shall be required if
such Note has been called for redemption on a redemption date within the period
between and including such record date and such interest payment date, or if
such Note is surrendered for conversion on the interest payment date. A Holder
may convert a portion of a Note equal to $1,000 or any integral multiple
thereof.

        A Note in respect of which a Holder had delivered a Repurchase Notice
exercising the option of such Holder to require the Company to repurchase such
Note may be converted only if the notice of exercise is withdrawn as provided
above and in accordance with the terms of the Indenture.

9.      Subordination

        The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company, as defined
in the Indenture. Any Holder by accepting this Note agrees to and shall be bound
by such subordination provisions and authorizes the Trustee to give them effect.

        In addition to all other rights of Senior Indebtedness described in the
Indenture, the Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any terms of any instrument relating to the
Senior Indebtedness or any extension or renewal of the Senior Indebtedness.




                                       3
<PAGE>   7

10.     Denominations, Transfer, Exchange

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

        The aggregate principal amount of the Note in global form represented
hereby may from time to time be reduced to reflect conversions or redemptions of
a part of this Note in global form or cancellations of a part of this Note in
global form, in each case, and in any such case, by means of notations on the
Global Note Transfer Schedule on the last page hereof. Notwithstanding any
provision of this Note to the contrary, conversions or redemptions of a part of
this Note in global form and cancellations of a part of this Note in global
form, may be effected without the surrendering of this Note in global form,
provided that appropriate notations on the Schedule of Exchanges, Conversions,
Redemptions, Cancellations and Transfers are made by the Trustee, or the
Custodian at the direction of the Trustee, to reflect the appropriate reduction
or increase, as the case may be, in the aggregate principal amount of this Note
in a global form resulting therefrom or as a consequence thereof.

11.     Persons Deemed Owners

        The registered holder of a Note may be treated as the owner of it for
all purposes.

12.     Unclaimed Money

        If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay, subject
to applicable escheatment laws, the money back to the Company at its request.
After that, Holders entitled to money must look to the Company for payment
unless an abandoned property law designates another person.

13.     Amendment, Supplement, Waiver

        Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding and any past default or
compliance with any provision may be waived in a particular instance with the
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without the consent of or notice to any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, omission, defect or inconsistency or make any
other change that does not adversely affect the rights of any Holder.

14.     Successor Corporation

        When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor corporation will
be released from those obligations.




                                       4
<PAGE>   8

15.     Defaults and Remedies

        An Event of Default is: default for 30 days in payment of interest on
the Notes; default in payment of principal on the Notes when due; failure by the
Company for 60 days after appropriate notice to it to comply with any of its
other agreements contained in the Indenture or the Notes; default by the Company
or any Subsidiary with respect to its obligation to pay principal of or interest
on indebtedness for borrowed money aggregating more than $20.0 million or the
acceleration of such indebtedness if not withdrawn within 15 days from the date
of such acceleration; and certain events of bankruptcy, insolvency or
reorganization of the Company or any of its Significant Subsidiaries. If an
Event of Default (other than as a result of certain events of bankruptcy,
insolvency or reorganization) occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes then outstanding may
declare all unpaid principal of and accrued interest to the date of acceleration
on the Notes then outstanding to be due and payable immediately, all as and to
the extent provided in the Indenture. If an Event of Default occurs as a result
of certain events of bankruptcy, insolvency or reorganization, all unpaid
principal of and accrued interest on the Notes then outstanding shall become due
and payable immediately without any declaration or other act on the part of the
Trustee or any Holder, all as and to the extent provided in the Indenture.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the Trustee as
to the absence of default.

16.     Trustee Dealings with the Company

        State Street Bank and Trust Company of California, N.A., the Trustee
under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or an Affiliate of
the Company, and may otherwise deal with the Company or an Affiliate of the
Company, as if it were not the Trustee.

17.     No Recourse Against Others

        A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect or by reason of, such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.

18.     Discharge Prior to Maturity

        If the Company deposits with the Trustee or the Paying Agent money or
U.S. Government Obligations sufficient to pay the principal of and interest on
the Notes to maturity as provided in the Indenture, the Company will be
discharged from the Indenture except for certain Sections thereof.




                                       5
<PAGE>   9

19.     Authentication

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

20.     Abbreviations and Definitions

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

        All capitalized terms used in this Note and not specifically defined
herein are defined in the Indenture and are used herein as so defined.

21.     Indenture to Control

        In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control.

        The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Requests may be made to: Waste Connections,
Inc., 620 Coolidge Drive, Suite 350, Folsom, California 95630-3155, Attention:
Chief Financial Officer.




                                       6
<PAGE>   10

                                 TRANSFER NOTICE


This Transfer Notice relates to $__________ principal amount of the 5 1/2 %
Convertible Subordinated Notes Due 2006 of Waste Connections, Inc., a Delaware
corporation, held by ______________________________ (the "Transferor").

        (I) or (we) assign and transfer this Convertible Note to

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)


                                   -----------


________________________________________________________________________________
               (Insert assignee's social security or tax I.D. no.)


and irrevocably appoint _______________________________ agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.

Your Signature: ___________________________________
  (Sign exactly as your name appears on the other side of this Convertible Note)

Date: __________________________

Signature Guarantee(1) ____________________________

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the date that is three years after the later of
the date of original issuance of such Notes and the last date, if any, on which
such Notes were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Notes are being transferred:

CHECK ONE BOX BELOW

        (1)    [ ]    to Waste Connections, Inc.; or

        (2)    [ ]    pursuant to and in compliance with Rule 144A under the
                      Securities Act of 1933, as amended; or

        (3)    [ ]    pursuant to another available exemption from the
                      registration requirements of the Securities Act of 1933;
                      or

        (4)    [ ]    pursuant to an effective registration statement under the
                      Securities Act of 1933.

-------------
        (1) Signature must be guaranteed by a commercial bank, trust company or
member firm of the New York Stock Exchange.


<PAGE>   11

        Unless one of the boxes is checked, the Trustee will refuse to register
        any of the Notes evidenced by this certificate in the name of any person
        other than the registered holder thereof; provided, however, that if box
        (2) or (3) is checked, the Trustee may require, prior to registering any
        such transfer of the Notes such legal opinions, certifications and other
        information as the Company has reasonably requested to confirm that such
        transfer is being made pursuant to an exemption from, or in a
        transaction not subject to, the registration requirements of the
        Securities Act of 1933, such as the exemption provided by Rule 144 under
        such Act.

        Unless the box below is checked, the undersigned confirms that such Note
        is not being transferred to an "affiliate" of the Company as defined in
        Rule 144 under the Securities Act of 1933, as amended (an "Affiliate"):

        (5)    [ ]    The transferee is an Affiliate of the Company.



                                        ________________________________________
                                        Signature


                                        ________________________________________
                                        Date


                                        ________________________________________
                                        Signature Guarantee(2)

-------------
        (2) Signature must be guaranteed by a commercial bank, trust company or
member firm of the New York Stock Exchange.


<PAGE>   12

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


        The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated: _______________________________________
[Signature of executive officer of purchaser]



                                            Name:  _____________________________

                                            Title: _____________________________


<PAGE>   13

                                CONVERSION NOTICE


To Waste Connections, Inc.:

        The undersigned owner of this Note hereby irrevocably exercises the
option to convert this Note, or the portion below designated, into Common Stock
of Waste Connections, Inc. in accordance with the terms of the Indenture
referred to in this Note, and directs that the shares issuable and deliverable
upon conversion, together with any check in payment for fractional shares, be
issued in the name of and delivered to the undersigned, unless a different name
has been indicated in the assignment below. If shares are to be issued in the
name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto.

        Any holder of Notes, upon exercise of its conversion rights in
accordance with the terms of the Indenture and the Security, agrees to be bound
by the terms of the Registration Rights Agreement relating to the Common Stock
issuable upon conversion of the Notes.


[ ]     Convert whole                   [ ]    Convert in part

                                               Amount of Note to be
                                               converted ($1,000 or integral
                                               multiples thereof):

                                               $____________________

                                        ________________________________________
                                        Signature (sign exactly as name appears
                                        on the other side of this Note)

                                        ________________________________________
                                        Signature Guarantee:(3)


------------------
        (3) Signature must be guaranteed by a commercial bank, trust company or
member firm of the New York Stock Exchange.



<PAGE>   14

        If you want the stock certificate made out in another person's name,
complete the following for such person:


____________________________________________________
Name

____________________________________________________
Social Security or Taxpayer Identification Number

____________________________________________________
Street Address

____________________________________________________
City, State and Zip Code


<PAGE>   15

                      OPTION OF HOLDER TO ELECT REPURCHASE


        If you want to elect to have this Note repurchased by the Company
pursuant to Section 3.9 of the Indenture, check the box:


                                       [ ]


        If you want to elect to have only part of this Note repurchased by the
Company pursuant to Section 3.9 of the Indenture, state the principal amount
(which shall be $1,000 or a multiple thereof) to be repurchased: $______________


Dated: ______________________           ________________________________________
                                        Signature (sign  exactly as name appears
                                        on the other side of this Note)

_____________________________
Signature Guarantee:(4)



-----------------
        (4) Signature must be guaranteed by a commercial bank, trust company or
member firm of the New York Stock Exchange.