exv4w6






Exhibit 4.6




GUARANTEE




BY WASTE MANAGEMENT HOLDINGS, INC.




(formerly known as Waste Management, Inc.)




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

of Certain Debt Securities of




WASTE MANAGEMENT, INC.




$350,000,000

6.375% Senior Notes due 2015




 









 





     GUARANTEE, dated as of February 26, 2009 (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 Mellon
Trust Company, N.A., as trustee for the holders of the $350 million 6.375% Senior Notes due 2015
(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 Mellon 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.



 









 





     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.



 









 





     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