First Supplemental Indenture, dated as of May 21, 2012



 Exhibit 4.2 
 REPUBLIC SERVICES, INC. 
 to 

WELLS FARGO BANK, NATIONAL ASSOCIATION 
 as Trustee 
  

 
 FIRST
SUPPLEMENTAL INDENTURE, 
 Dated as of May 21, 2012 

 
  

$850,000,000 

3.55% Notes due 2022 
  

 
 Supplement to
Indenture dated as of May 21, 2012 

  
 1 








 FIRST SUPPLEMENTAL INDENTURE, dated as of May 21, 2012 (the “First Supplemental
Indenture”), between REPUBLIC SERVICES, INC., a Delaware corporation (hereinafter called the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the Base Indenture referred to below (hereinafter called the
“Trustee”). 
 WHEREAS, the Company entered into an Indenture dated as of May 21, 2012 (the “Base
Indenture,” all capitalized terms used in this First Supplemental Indenture and not otherwise defined being used as defined in the Base Indenture) (the Base Indenture and First Supplemental Indenture are hereinafter collectively called the
“Indenture”) with the Trustee, providing for the issuance of senior debt securities, unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such
other provisions as authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors of the Company; and 
 WHEREAS, the Company proposes to issue $850,000,000 aggregate principal amount of its 3.55% Notes due 2022 (such notes being referred to herein as the “Notes” and all references to Securities in
the Base Indenture shall be deemed to refer also to the Notes unless the context otherwise provides); and 
 WHEREAS,
Section 9.01 of the Base Indenture provides that without the consent of the Holders of the Securities of any series issued under the Base Indenture, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more
indentures supplemental to the Base Indenture to, among other things, establish the form or terms of securities of any series as permitted by Sections 2.01 and 3.01 thereof; and 

WHEREAS, the entry into this First Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the
Base Indenture; and 
 WHEREAS, all things necessary have been done to make this First Supplemental Indenture, when executed and
delivered by the Company, the legal, valid and binding agreement of the Company, in accordance with its terms; and 
 WHEREAS,
all things necessary have been done to make the Notes, when executed and delivered by the Company and authenticated by the Trustee as provided for in the Indenture, the legal, valid and binding agreement of the Company, in accordance with its terms.

 NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: 

The parties hereto mutually covenant and agree as follows: 
 SECTION 1. The Base Indenture is hereby amended solely with respect to the Notes, except as otherwise expressly provided herein, as follows: 

 

	 	(A)	By amending Section 1.01 to replace in whole the following definitions thereto in lieu of the corresponding existing definitions, so that in the event of a
conflict with the definition of terms in the Base Indenture, the following definitions shall control: 

 “Independent Investment Banker” means either of Deutsche Bank Securities Inc. or Wells Fargo Securities, LLC, as selected by the Company, and their respective successors, or if both of such
firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. 

  
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 “Moody’s” means Moody’s Investors Service, Inc., a
subsidiary of Moody’s Corporation, and its successors. 
 “Reference Treasury Dealer” means
(1) each of Deutsche Bank Securities Inc. and a Primary Treasury Dealer (as defined herein) selected by Wells Fargo Securities, LLC and their respective successors, provided, however, that if either of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute for such firm another Primary Treasury Dealer, and (2) up to three additional Primary Treasury Dealers selected by the
Independent Investment Banker after consultation with the Company. 
 “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. 
  

	 	(B)	By amending Section 1.01 to add the following new definitions in correct alphabetical order: 


“Change of Control” means the occurrence of any of the following after the date of issuance of the Notes:

 1. the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in
Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries; 
 2. the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an employee
of the Company or any of its Subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be
a member of a “group” (as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of the Company’s Voting Stock representing more than 50% of the voting power of its outstanding Voting Stock; 

  
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 3. the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or Voting Stock of such other Person is converted into or exchanged for cash, securities
or other property, other than any such transaction where the Company’s Voting Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing more than 50% of the voting
power of the Voting Stock of the surviving Person immediately after giving effect to such transaction; 
 4. during any period
of 24 consecutive calendar months, the majority of the members of the Company’s Board of Directors shall no longer be composed of individuals (a) who were members of the Company’s Board of Directors on the first day of such period or
(b) whose election or nomination to the Company’s Board of Directors was approved by individuals referred to in clause (a) above constituting, at the time of such election or nomination, at least a majority of the Company’s Board
of Directors or, if directors are nominated by a committee of the Company’s Board of Directors, constituting at the time of such nomination, at least a majority of such committee; or 

5. the adoption of a plan relating to the Company’s liquidation or dissolution. 

“Change of Control Triggering Event” means, with respect to the Notes, the Notes cease to be rated Investment
Grade by each of the Rating Agencies on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days
following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change).
If a Rating Agency is not providing a rating for the Notes at the commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that Trigger Period. Notwithstanding the
foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated. 

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies
selected by the Company under the circumstances permitting the Company to select a replacement agency. 

  
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 “Notes” has the meaning set forth in the Recitals. 

“Rating Agency” means each of Moody’s and S&P; provided, that if either of Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, the Company may appoint another “nationally recognized statistical rating organization” within the meaning
of Section 3(a)(62) under the Exchange Act as a replacement for such Rating Agency; provided, that the Company shall give notice of such appointment to the Trustee. 

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time
entitled to vote generally in the election of the board of directors of such Person. 
  

	 	(C)	By amending Section 4.01 by adding the following sentence at the end of thereof: 


“Both Section 4.02 (defeasance) and Section 4.03 (covenant defeasance) shall apply to the Notes.” 

 

	 	(D)	By replacing Section 4.03 in its entirety with the following: 


“Upon the Company’s exercise of the option applicable to this Section 4.03 with respect to the Notes, the
Company shall be released from its obligations under any covenant or provision contained or referred to in Sections 10.05, 10.06, 10.07 and 13.01, with respect to the Defeased Securities, on and after the date the conditions set forth in
Section 4.04 below are satisfied (hereinafter, “covenant defeasance”), and the Defeased Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act
of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder, and the Events of Default under Section 5.01(c), (d) and
(e) shall cease to be in full force and effect with respect to the Notes. For this purpose, such covenant defeasance means that, with respect to the Defeased Securities, the Company may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of reference in any such Section to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an Event of Default under Section 5.01(c), (d) and (e) but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be
unaffected thereby.” 

  
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	 	(E)	By amending Section 9.01 by: 

  

	 	(a)	deleting the period at the end of clause (m) and inserting the following: “; and”; and 


 

	 	(b)	inserting the following clause after clause (m): 

 “(n) to add additional Securities of the same class and series in one or more tranches from time to time.” 
  

	 	(F)	By amending Section 9.02 by: 

  

	 	(a)	deleting the word “or” at the end of clause (j); 

  

	 	(b)	deleting the period at the end of clause (k) and inserting the following: “; or”; and 


 

	 	(c)	inserting the following clause after clause (k): 

 “(l) amend, change or modify the Company’s obligation to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event in accordance with Section 13.01
after such Change of Control Triggering Event has occurred, including by amending, changing or modifying any definition related thereto.” 
  

	 	(G)	By inserting after the first sentence in Section 3.01 the following: 

 “The aggregate principal amount of Notes which may be issued under this Indenture shall be unlimited and the Company may issue additional notes of the same class and series as the Notes (the
“Additional Notes”) in one or more tranches from time to time, without notice to or the consent of existing Holders of the Securities of any series, including the Notes. The Additional Notes shall have the same terms as all other Notes and
all references in the Indenture shall be deemed to also refer to the Additional Notes. The Additional Notes shall vote as a class with all other Notes as to matters as to which such Notes have a vote.” 

 

	 	(H)	By replacing Section 11.01 in its entirety with the following: 

  

	 	“(a)	Prior to the date that is three months prior to the Stated Maturity of the Notes, the Notes will be redeemable, as a whole or in part, at the option of the Company, at
any time or from time to time, at a redemption price equal to the greater of: 

  

	 	(1)	100% of the principal amount of the Notes to be redeemed, and 


  
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	 	(2)	the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 30 basis points. 

 In the case of each of clauses (1) and (2), accrued and unpaid interest will be payable to, but excluding, the redemption date. 

 

	 	(b)	On or after the date that is three months prior to the Stated Maturity of the Notes, the Notes will be redeemable, as a whole or in part, at the option of the Company,
at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.” 


 

	 	(I)	By adding as a new “Article XIII” thereto the following: 

 “Article XIII 
 Repurchase of Notes at the Option of the Holders 

Section 13.01. REPURCHASE AT OPTION OF HOLDERS UPON A CHANGE OF CONTROL 

(a) Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has
exercised its right to redeem the Notes pursuant to Article XI of the Indenture, each Holder of Notes shall have the right to require the Company to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the
“Change of Control Payment”), subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. 

(b) Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to the
Notes, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will be required to send, by first class mail, a notice to each Holder of Notes, with a copy to
the Trustee, which notice shall govern the terms of the Change of Control Offer. 
 Such notice shall state:

  

	 	(i)	the events causing the Change of Control; 


  
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	 	(ii)	the date of the Change of Control; 

  

	 	(iii)	the amount of the Change of Control Payment; 

  

	 	(iv)	that the Holder must exercise the repurchase right prior to the close of business on the purchase date, which must be no earlier than 30 days nor later than 60 days
from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”); 

  

	 	(v)	if the notice is mailed prior to any Change of Control but after the public announcement of the pending Change of Control, that the offer is conditioned on the Change
of Control being consummated on or prior to the Change of Control Payment Date; 

  

	 	(vi)	the name and address of the Paying Agent; 

  

	 	(vii)	that the Holder must complete the Change of Control Repurchase Notice (as defined below) to participate in the Change of Control Offer; and 


 

	 	(viii)	any other procedures that Holders must follow to require the Company to repurchase the Notes. 


(c) Repurchases of Notes under this Section 13.01 shall be made, at the option of the Holder thereof, upon

  

	 	(i)	delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “Change of Control Repurchase Notice”) in
the form set forth on the reverse of the Note at any time prior 5:00 p.m., New York City Time, on the Change of Control Payment Date; or 

  

	 	(ii)	delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Change of Control
Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee or the corporate trust office of its Affiliate (or other Paying Agent appointed by the Company) in the Borough of Manhattan, such delivery
being a condition to receipt by the Holder of the Change of Control Payment therefor; provided that such Change of Control Payment shall be so paid pursuant to this Section 13.01 only if the Note so delivered to the Trustee (or other Paying
Agent appointed by the Company) shall conform in all respects to the description thereof in the related Change of Control Repurchase Notice. 


  
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 The Change of Control Repurchase Notice shall state: 

 

	 	(i)	if certificated, the certificate numbers of Notes to be delivered for repurchase; 


 

	 	(ii)	the portion of the principal amount of Notes to be repurchased, which must be $2,000 or an integral multiple of $1,000 in excess thereof; 


 

	 	(iii)	that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; and 


 

	 	(iv)	if such Change of Control Repurchase Notice is delivered prior to the occurrence of a Change of Control pursuant to a definitive agreement giving rise to a Change of
Control, that the Holder acknowledges that the Company’s offer is conditioned on the consummation of such Change of Control. 

 provided, however, that if the Notes are not in certificated form, the Change of Control Repurchase Notice must comply with appropriate procedures of the Depositary. 

(c) On the Change of Control Payment Date, the Company shall, to the extent lawful: 

 

	 	(i)	accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer, 


 

	 	(ii)	deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all the Notes or portions of the Notes
properly tendered, and 

  

	 	(iii)	deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes
or portions of Notes being repurchased. 

 (d) The Company shall not be required to make a Change
of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Notes properly
tendered and not withdrawn under its offer. 

  
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 Section 13.02. COMPLIANCE WITH TENDER OFFER RULES 

The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any
such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under
the Change of Control Offer provisions of the Notes by virtue of any such conflict.” 
  

	 	(J)	The form of Security attached as Exhibit A hereto shall be the form of Note for the series of Notes established by this First Supplemental Indenture and the terms
therein shall be incorporated by reference into this First Supplemental Indenture. 

 SECTION 2. The Base
Indenture is incorporated by reference in full into this First Supplemental Indenture, and all parties to this First Supplemental Indenture agree to be bound by the terms and provisions of the Base Indenture as supplemented and amended by this First
Supplemental Indenture. The Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this First Supplemental Indenture supersede any similar provisions
included in the Base Indenture unless not permitted by law. 
 SECTION 3. If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this First Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 

SECTION 4. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not. 
 SECTION 5. In case any provision in this First Supplemental Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions herein and therein shall not in any way be affected or impaired thereby. 

SECTION 6. Nothing in this First Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture. 
 SECTION 7. This First Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York and this First Supplemental Indenture and each such Note 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. 

  
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 SECTION 8. All terms used in this First Supplemental Indenture not otherwise defined herein
that are defined in the Base Indenture shall have the meanings set forth therein. 
 SECTION 9. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page hereto by facsimile
or electronic transmission shall be as effective as delivery of a manually executed counterpart of this First Supplemental Indenture. 
 SECTION 10. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or the Notes. The Trustee shall not be accountable for the use or application by the Company of Notes
or the proceeds thereof. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed all as of the day and year first above written. 
  

					
	REPUBLIC SERVICES, INC., as Issuer
		
	By:	 	 /s/ Edward A. Lang, III

		 	Name:	 	Edward A. Lang, III
		 	Title:	 	Senior Vice President, Treasurer









 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Richard Prokosch

		 	Name:	 	Richard Prokosch
		 	Title:	 	Vice President









 EXHIBIT A 
 [FORM OF FACE OF SECURITY] 
 [THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.06 OF THE
INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH 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.]1 
  

	1 	This paragraph should be included only if the Note is issued in global form. 


  
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 REPUBLIC SERVICES, INC. 

 
  

3.55% NOTES DUE 2022 
  

					
		 		  	 CUSIP NO. 760759 AP5

			
	No.     	 		  	 $            


 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              or its registered assigns, the principal sum of
                     ($            ) United States dollars [, or such greater or lesser
amount as may from time to time be endorsed on the Schedule of Increases and Decreases of Interests in the Global Note attached hereto (but in no event may such amount exceed the aggregate principal amount of Notes authenticated pursuant to
Section 3.03 of the Indenture referred to below and then Outstanding pursuant the terms of the
Indenture)]2, on June 1, 2022, at the office or
agency of the Company referred to below, and to pay interest thereon from May 21, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 in each
year, commencing December 1, 2012 at the rate of 3.55% 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 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 this Security (or any Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (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 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 Securities) 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 such exchange, all as more fully provided in this 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 located at 45 Broadway, New York, New York 10006), 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; 

 

	2 	Use if Global Security 


  
 A-2









 
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 signer, 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 one of its authorized officers. 
  

			
	REPUBLIC SERVICES, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the 3.55% Notes due June 1, 2022 referred to in the within-mentioned Indenture. 

 

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	  

		 	Authorized Signatory


 Dated:
                     

  
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 [FORM OF REVERSE SIDE OF SECURITY] 

REPUBLIC SERVICES, INC. 
 3.55% Notes due 2022 
 This Security is one of a duly authorized issue of
Securities of the Company designated as its 3.55% Notes due 2022 (herein called the “Securities”), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $850,000,000, issued under and
subject to the terms of an indenture (herein called the “Indenture”) dated as of May 21, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of May 21, 2012, between the Company and the Trustee 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. 
 Prior to the date that is three months prior to their Stated Maturity, the Securities may be redeemed, as a whole
or in part, at the option of the Company, at any time and from time to time 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 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 30 basis points, plus, in
each case, accrued and unpaid interest to the Redemption Date, if any (subject to the right of holders of record of such Securities on relevant record dates to receive interest due on an interest payment date). On or after the date that is three
months prior to their Stated Maturity, the Securities may be redeemed in whole or in part, at the option of the Company, at any time and from time to time at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed
plus accrued and unpaid interest thereon to the Redemption Date, if any (subject to the right of holders of record of such Securities on relevant record dates to receive interest due on an interest payment date). 

Any redemption may be made upon not less than 30 and not more than 60 days’ notice to the Holders thereof as provided in the
Indenture. 
 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, by such method the Trustee shall deem fair and appropriate. 
 In the case of any redemption 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. 
 Upon the occurrence of a Change of Control Triggering Event with respect to the Securities, unless the Company has exercised its right to redeem the Securities pursuant to Article XI of the Indenture,
each Holder of the Securities shall have the right to require the Company to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Security pursuant to Article XIII of the Indenture.

 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 required the consent of all of 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 that are affected. 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 that are affected, 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, and 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, 

  
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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. 

The Securities in certificated form are issuable only in registered form without coupons in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a differing authorized denomination, as
requested by the Holder surrendering the same. 
 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. 

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations under the
Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities. 
 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 TO 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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 CHANGE OF CONTROL REPURCHASE NOTICE 
 If you want to elect to have only part of the Security purchased by the Company pursuant to Section 13.01 of the Indenture, state the amount you elect to have purchased: 

$             

Date:                      

 

			
		 	Your
Signature:                                       
                 
		 	(Sign exactly as your name appears on the face of this Security)
		
		 	Tax Identification
No:                                        
    
		
		 	Signature
Guarantee*:                                       
 

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
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 SCHEDULE OF INCREASES AND DECREASES OF INTERESTS 

IN THE GLOBAL SECURITY3 
 The following increases or decreases in this Global Security have been made: 
  

									
	Date of Exchange	  	 Amount of
decrease

in Principal
Amount of
 this Global
Security
	  	Amount of
increase in
Principal
Amount of
this Global
Security	  	 Principal Amount
of this Global
Security
following such
decrease

(or increase)
	  	 Signature of
 authorized officer
of Trustee or Note
Custodian

		  		  		  		  	

  

	3 	This should be included only if the Security is a Global Security. 


  
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