6.086% Note due March 15, 2035



 






Exhibit 4.4




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND
ANNIVERSARY OF THE ISSUANCE HEREOF OR (Y) AT ANY TIME BY ANY
TRANSFEROR THAT WAS AN AFFILIATE OF THE COMPANY DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH OFFER, RESALE, PLEDGE OR OTHER
TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM
THE TRANSFEROR 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, IN EACH CASE,
TO WHOM NOTICE IS GIVEN THAT THE OFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT, PRIOR TO
SUCH TRANSFER, FURNISHES THE TRUSTEE WITH A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF
THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE), (5)
TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES



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ACT, OR (6) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, INCLUDING THAT
PROVIDED BY RULE 144 (IF AVAILABLE) UNDER THE SECURITIES ACT, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTON.



THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE REFERRED TO HEREIN. INTERESTS IN THIS REGULATION S
GLOBAL SECURITY MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON OR FOR
THE ACCOUNT OR BENEFIT OF A U.S. PERSON PRIOR TO THE EXPIRATION OF
THE RESTRICTED PERIOD (AS DEFINED IN THIS INDENTURE), AND NO
TRANSFER OR EXCHANGE OF AN INTEREST IN THIS REGULATION S GLOBAL
SECURITY MAY BE MADE FOR AN INTEREST IN A RULE 144A GLOBAL SECURITY
UNTIL AFTER THE TERMINATION OF THE RESTRICTED PERIOD OR AS OTHERWISE
PERMITTED BY LAW AND CONTEMPLATED BY THIS INDENTURE.



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REPUBLIC SERVICES, INC.














6.086% NOTE DUE 2035




CUSIP NO. U76069 AA 8




 




			
	No. 1
	 	$2,750,000






     Republic Services, Inc., a Delaware corporation (herein called the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or registered assigns, the principal sum of Two Million Seven
Hundred Fifty Thousand ($2,750,000) United States dollars on March 15, 2035, at the office or
agency of the Company referred to below, and to pay interest thereon from March 21, 2005, or from
the most recent Interest Payment Date to which interest has been paid or duly provided for,
semiannually on March 15 and September 15 in each year, commencing September 15, 2005 at the rate
of 6.086% per annum, in United States dollars, until the principal hereof is paid or duly provided
for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.



     The principal amount of the Securities which may be issued is unlimited. The Company may
issue additional senior notes of the same class and series as this Security in one or more tranches
from time to time without notice to or the consent of the existing holders of the Securities.
These additional senior notes are referred to in this Security as the “Additional Securities” and
all references to the Securities in this Security or in the Indenture shall include the Additional
Securities. The Additional Securities shall vote as a class with all other Securities as to
matters as to which such Securities have a vote.



     The Holder of this Initial Security is entitled to the benefits of a Registration Rights
Agreement, dated March 21, 2005, among the Company and the Dealer Managers named therein, pursuant
to which, subject to the terms and conditions thereof, the Company is obligated to consummate the
Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this
Security for 6.086% Notes due 2035 (herein called the “Exchange Securities”) in like principal
amount as provided therein. In addition, the Company has agreed to register the Securities for
resale under the Securities Act through a Shelf Registration Statement under certain circumstances.
The Initial Securities and the Exchange Securities are together referred to as the “Securities.”
The Initial Securities rank pari passu in right of payment with the Exchange Securities. The
interest rate on the Initial Securities may increase pursuant to the terms set forth in the
Registration Rights Agreement.



     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name



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this Security (or any Predecessor Security) is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid, or duly provided for, and interest on such defaulted interest at the
interest rate borne by the Initial Securities, to the extent lawful, shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose
name this Security (or any Predecessor Security) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice
thereof shall be given to Holders of Securities not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such notice as may be
required by the Indenture not inconsistent with the requirements of such exchange, all as more
fully provided in the Indenture.



     Payment of the principal of, premium, if any, and interest on, this Security, and exchange or
transfer of this Security, will be made at the office or agency of the Company in The City of New
York maintained for such purpose (which initially will be a corporate trust office of the Trustee
or its affiliate located at 101 Barclay Street, Floor 8W, New York, NY 10286), or at such other
office or agency as may be maintained for such purpose, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall appear on the
Security Register.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



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     Unless the certificate of authentication hereon has been duly executed by the Trustee referred
to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by
manual signature of an authorized signatory, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the manual
or facsimile signature of its authorized officers.


	 	 	 	 	 
	 	REPUBLIC SERVICES, INC. 

 	 
	 	By:  	/s/ Edward A. Lang, III
 	 
	 	 	Name:  	Edward A. Lang, III 	 
	 	 	Title:  	Vice President, Finance and Treasurer 	 




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TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the 6.086% Notes due 2035 referred to in the within-mentioned Indenture.


	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee 

 	 
	 	By:  	/s/ Ming Ryan
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 





		
	Dated: 	








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[FORM OF TRANSFER NOTICE]





     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto



(Please print or typewrite name and address including zip code of assignee)





		
	Insert Taxpayer Identification No. 	








     the within Security and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer such Security on the books of the Company with full power of substitution in
the premises.



     In connection with any transfer of this Security occurring prior to the date which is the
earlier of the date of an effective Registration Statement or two years after the issuance of the
relevant Securities, the undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with this Security, and that:



[Check One]





		
	o (a) 	this Security is being transferred in compliance with the exemption from registration
under the Securities Act of 1933 provided by Rule 144A thereunder.





or





		
	o (b) 	this Security is being transferred other than in accordance with (a) above and
documents are being furnished which comply with the conditions of transfer set forth in this
Security and the Indenture.





     If none of the foregoing boxes is checked, the Trustee or other Security Registrar shall not
be obligated to register this Security in the name of any Person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth herein and in
Section 307 of, and elsewhere in, the Indenture shall have been satisfied.




		
	Dated: 	








_______________________________________

NOTICE: The signature to this assignment must

correspond with the name as written upon the face

of the within-mentioned instrument in every

particular, without alteration or any change

whatsoever.



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	Signature Guarantee: 	








     [Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers,
savings and loan associations and credit unions) with membership in an approved guarantee medallion
program pursuant to Securities and Exchange Commission Rule 17Ad-15]



TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Security 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: 	








________________________________________

NOTICE: To be executed by an authorized signatory



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REVERSE SIDE OF SECURITY




REPUBLIC SERVICES, INC.




6.086% Note due 2035




     This Security is one of a duly authorized issue of Securities of the Company designated
as its 6.086% Notes due 2035 (herein called the “Securities”), limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount to $2,750,000, issued
under and subject to the terms of an indenture (herein called the “Indenture”) dated as of August
15, 2001, among the Company and The Bank of New York, as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), as supplemented by a Second
Supplemental Indenture, dated as of March 21, 2005, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.



     The Securities may be redeemed at any time, at the option of the Company, in whole or in part,
at any time and from time to time, upon not less than 30 and not more than 60 days’ notice to the
Holders thereof as provided in the Indenture, at a Redemption Price equal to the greater of (1)
100% of the principal amount of the Securities to be redeemed and (2) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Rate, plus 25 basis points, plus, in each case, accrued interest to the
Redemption Date (subject to the right of holders of record of such Securities on relevant record
dates to receive interest due on an interest payment date), if any.



     If less than all of the Securities are to be redeemed, the Trustee shall select, not more than
60 nor less than 30 days before the Redemption Date, the Securities or portions thereof to be
redeemed on a pro rata basis, by lot or by any other method the Trustee shall deem fair and
appropriate.



     In the case of any redemption or repurchase of Securities in accordance with the Indenture,
interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable
to the Holders of such Securities of record as of the close of business on the relevant Regular
Record Date or Special Record Date referred to on the face hereof. Securities (or portions
thereof) for whose redemption and payment provision is made in accordance with the Indenture shall
cease to bear interest from and after the Redemption Date.



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     In the event of redemption or repurchase of this Security in accordance with the Indenture in
part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.



     If an Event of Default shall occur and be continuing, the principal amount of all the
Securities may be declared due and payable in the manner and with the effect provided in the
Indenture.



     The Indenture contains provisions for defeasance at any time of (a) the entire Indebtedness on
the Securities and (b) certain covenants and Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.



     The Indenture permits, with certain exceptions (including certain amendments permitted without
the consent of any Holders and certain amendments which require the consent of all the Holders) as
therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture and the Securities at any time by the
Company and the Trustee with the consent of the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of at least a majority in aggregate principal amount of the Securities (100%
of the Holders in certain circumstances) at the time Outstanding, on behalf of the Holders of all
the Securities, to waive compliance by the Company with certain provisions of the Indenture and the
Securities of such series and certain past Defaults and Events of Default under the Indenture and
the Securities and their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, or any other obligor on the Securities (in the
event such other obligor is obligated to make payments in respect of the Securities), which is
absolute and unconditional, to pay the principal of, premium, if any, and interest on, this
Security at the times, place, and rate, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



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     Certificated securities may not be transferred to beneficial holders in exchange for their
beneficial interests in the Rule 144A Global Securities, the Regulation S Global Securities or the
IAI Global Securities unless (i) the Depositary (A) has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing
agency registered as such under the Exchange Act, and in either case the Company fails to appoint a
successor Depositary within 90 days, (ii) the Company, at its option, notifies the Trustee in
writing that it elects to cause the issuance of the Securities in certificated form or (iii) there
shall have occurred and be continuing an Event of Default or any event which after notice or lapse
of time or both would be an Event of Default with respect to such Global Security. Upon any such
issuance, the Trustee is required to register such certificated Initial Securities in the name of,
and cause the same to be delivered to, such Person or Persons (or the nominee of any thereof). All
such certificated Initial Securities would be required to include the Private Placement Legend
unless the Legend is not required by applicable law.



     Initial Securities in certificated form are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Initial Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized denomination, as requested
by the Holder surrendering the same.



     At any time when the Company is not subject to Sections 13 or 15(d) of the Exchange Act, upon
the written request of a Holder of an Initial Security, the Company will promptly furnish or cause
to be furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities
Act (or any successor provision thereto) to such Holder or to a prospective purchaser of such
Initial Security who such Holder informs the Company is reasonably believed to be a “Qualified
Institutional Buyer” within the meaning of Rule 144A under the Securities Act in order to permit
compliance by such Holder with Rule 144A under the Securities Act.



     Except as indicated in the Indenture, no service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.



     All terms used in this Security which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.




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