exv4w4



 





Exhibit 4.4




GUARANTEE




BY WASTE MANAGEMENT HOLDINGS, INC.




(formerly known as Waste Management, Inc.)




in Favor of The Bank of New York, N.A., as Trustee for the Holders

of Certain Debt Securities of




WASTE MANAGEMENT, INC.




$600,000,000

6.10% Senior Notes due 2018




 









 





     GUARANTEE, dated as
of March   , 2008 (as amended from time to time, this “Guarantee”), made by
Waste Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware corporation
(the “Guarantor”), in favor of The Bank of New York Trust Company, N.A., as trustee for the holders
of the $600 million 6.10% Senior Notes due 2018 (the “Debt Securities”) of Waste Management, Inc.
(formerly known as USA Waste Services, Inc.), a Delaware corporation (the “Issuer”).



WITNESSETH:




     SECTION 1. Guarantee. (a) The Guarantor hereby unconditionally guarantees the punctual payment
when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium,
if any, and interest on the Debt Securities (the “Obligations”), according to the terms of the Debt
Securities and as more fully described in the Indenture (as amended, modified or otherwise
supplemented from time to time, the “Indenture”), dated as of September 10, 1997, between the
Issuer, as successor to USA Waste Services, Inc., and The Bank of New York Trust Company, N.A. (the
current successor to Texas Commerce Bank National Association), as trustee (the “Trustee”).



        (b) It is the intention of the Guarantor that this Guarantee not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
this Guarantee. To effectuate the foregoing intention, the amount guaranteed by the Guarantor under
this Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of the Guarantor (other than guarantees of
the Guarantor in respect of subordinated debt) that are relevant under such laws, result in the
Obligations of the Guarantor under this Guarantee not constituting a fraudulent transfer or
conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal
or state law for the relief of debtors.



     SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid
strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of holders
of the Debt Securities with respect thereto. The liability of the Guarantor under this Guarantee
shall be absolute and unconditional irrespective of:




     (i) any lack of validity or enforceability of the Indenture, the Debt Securities or any
other agreement or instrument relating thereto;




     (ii) any change in the time, manner or place of payment of, or in any other term of, all or
any of the Obligations, or any other amendment or waiver of or any consent to departure from the
Indenture;




     (iii) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any other guaranty, for all or any of the
Obligations; or




     (iv) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, the Issuer or a guarantor.



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     SECTION 3. Subordination. The Guarantor covenants and agrees that its obligation to make
payments of the Obligations hereunder constitutes an unsecured obligation of the Guarantor ranking
(a) pari passu with all existing and future senior indebtedness of the Guarantor and (b) senior in
right of payment to all existing and future subordinated indebtedness of the Guarantor.



     SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby waives notice of acceptance of this
Guarantee, diligence, presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Issuer, any right to require a proceeding filed first against the
Issuer, protest or notice with respect to the Debt Securities or the indebtedness evidenced thereby
and all demands whatsoever.



        (b) The Guarantor shall be subrogated to all rights of the Trustee or the holders of any Debt
Securities against the Issuer in respect of any amounts paid to the Trustee or such holder by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall
not be entitled to enforce, or to receive any payments arising out of, or based upon, such right of
subrogation until all Obligations shall have been paid in full.



     SECTION 5. No Waiver, Remedies. No failure on the part of the Trustee or any holder of the
Debt Securities to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



     SECTION 6. Continuing Guarantee; Transfer of Interest. This Guarantee is a continuing guaranty
and shall (i) remain in full force and effect until the earliest to occur of (A) the date, if any,
on which the Guarantor shall consolidate with or merge into the Issuer or any successor thereto,
(B) the date, if any, on which the Issuer or any successor thereto shall consolidate with or merge
into the Guarantor, (C) payment in full of the Obligations and (D) the release by the lenders under
the Revolving Credit Agreement dated August 17, 2006, by and among the Issuer, the Guarantor (as
guarantor), Citibank, N.A., as administrative agent, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as lead arrangers and joint book runners (or under any replacement or new
principal credit facility of the Issuer) of the guarantee of the Guarantor thereunder, (ii) be
binding upon the Guarantor, its successors and assigns, and (iii) inure to the benefit of and be
enforceable by any holder of Debt Securities, the Trustee, and by their respective successors,
transferees, and assigns.



     SECTION 7. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Obligations is rescinded or must
otherwise be returned by any holder of the Debt Securities or the Trustee upon the insolvency,
bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been
made.



     SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time for any purpose
without the consent of the Trustee or any holder of the Debt Securities; provided, however, that if
such amendment adversely affects the rights of the Trustee or any holder of the Debt Securities,
the prior written consent of the Trustee shall be required.



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     SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO
CONFLICT OF LAWS.



     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	WASTE MANAGEMENT HOLDINGS, INC.,

 	 
	 	By:  	 	 
	 	 	Cherie C. Rice 	 
	 	 	Vice President and Treasurer 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	David P. LaPaul 	 
	 	 	Assistant Treasurer 	 
	 




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