Conformed Copy
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FIRST SUPPLEMENTAL INDENTURE
AMONG
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.),
WASTE MANAGEMENT HOLDINGS, INC.
(formerly known as Waste Management, Inc.,
formerly known as WMX Technologies, Inc.),
and
▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
as successor to NationsBank of Georgia, National Association
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Dated as of July 16, 1998
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Supplemental to Indenture dated as of
January 24, 1995 between WMX Technologies, Inc.
and NationsBank of Georgia, National Association
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FIRST SUPPLEMENTAL INDENTURE, dated as of July 16, 1998 (this
"Supplemental Indenture"), by and among Waste Management, Inc. (formerly known
as USA Waste Services, Inc.), a Delaware corporation ("New Waste Management"),
Waste Management Holdings, Inc. (formerly known as Waste Management, Inc.), a
Delaware corporation (the "Company"), and ▇▇▇▇▇▇ Trust and Savings Bank, a
banking corporation organized and existing under the laws of the State of
Illinois, as Trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company and the Trustee have heretofore entered
into an Indenture dated as of January 24, 1995 (the "Indenture") to provide for
the issuance of the Company's Convertible Subordinated Notes due 2005 (the
"Securities");
WHEREAS, as of July 16, 1998, Dome Merger Subsidiary, Inc., a
Delaware corporation and a wholly owned subsidiary of New Waste Management
("Merger Sub"), was merged with and into the Company (the "Merger"), as a result
of which the Company became a wholly owned subsidiary of New Waste Management;
WHEREAS, in the Merger, each outstanding share of common
stock, $1.00 par value, of the Company was converted into the right to receive
0.725 of a share of common stock, $0.01 par value, of New Waste Management ("New
Waste Management Shares"), and no fractional New Waste Management Shares will be
issued in connection with the Merger, but instead cash will be paid in lieu of
any resulting fractional share;
WHEREAS, the Merger is permitted pursuant to Section 5.1 of
the Indenture;
WHEREAS, New Waste Management and the Company have duly
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in order to reflect the effectiveness of the Merger, as required by
the Indenture;
WHEREAS, pursuant to Section 11.14 of the Indenture, New
Waste Management, as the issuer of securities deliverable upon conversion of the
Securities, is required to execute and deliver to the Trustee this Supplemental
Indenture;
WHEREAS, Section 9.1(2) of the Indenture provides that the
Company and the Trustee may amend the Indenture without the consent of any
holder of Securities to comply with Section 11.14 of the Indenture; and
WHEREAS, New Waste Management and the Company have duly
authorized the execution and delivery of this Supplemental Indenture and all
things necessary have been done to make this Supplemental Indenture a valid
agreement of New Waste Management and the Company, in accordance with its terms.
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NOW THEREFORE, for and in consideration of the premises, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all holders of Securities, without preference, priority or distinction, as
follows:
ARTICLE I
Section 1.01. Conversion of Securities. (a) From and after
the date hereof, the Holder of a Security may convert such Security in
accordance with the terms of the Indenture into (i) the number of New Waste
Management Shares which such Holder would have received immediately after the
Merger if such Holder had converted the Security immediately before the
effective time of the Merger, subject to adjustment as provided in paragraph (b)
of this Section 1.01, and (ii) cash in lieu of fractional New Waste Management
Shares, as provided in the Indenture.
(b) The Conversion Rate shall be as specified in Article XI
of the Indenture, as adjusted in accordance with the provisions of Article XI of
the Indenture prior to the Merger. For events occurring from and after the date
hereof, the Conversion Rate shall be adjusted in a manner as nearly equivalent
as may be practical to the adjustments provided for in Article XI of the
Indenture.
ARTICLE II
Section 2.01. Trustee Not Responsible for Recitals. The
recitals contained herein shall be taken as the statements of the Company and
New Waste Management, and the Trustee assumes no responsibility for their
correctness.
Section 2.02. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not effect the construction
hereof.
Section 2.03. Successors and Assigns. This Supplemental
Indenture shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto.
Section 2.04. Separability Clause. In case any provision in
this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 2.05. Use of Capitalized Terms. The use of
capitalized terms not otherwise defined in this Supplemental Indenture shall
have the respective meanings ascribed to them in the Indenture.
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Section 2.06. Governing Law. This Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
Illinois.
Section 2.07. Effect of Execution and Delivery Hereof. From
and after the execution and delivery of this Supplemental Indenture, (a) the
Indenture shall be deemed to be amended and modified as provided herein, (b)
this Supplemental Indenture shall form a part of the Indenture, (c) except as
modified and amended by this Supplemental Indenture, the Indenture shall
continue in full force and effect, (d) the Securities shall continue to be
governed by the Indenture, as modified and amended by this Supplemental
Indenture, and (e) every Holder of Securities heretofore and hereafter
authenticated and delivered under the Indenture shall be bound by this
Supplemental Indenture.
Section 2.08. Execution of Counterparts. This Supplemental
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first above
written.
WASTE MANAGEMENT, INC.
formerly known as USA Waste Services, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
Attest:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
WASTE MANAGEMENT HOLDINGS, INC.
formerly known as Waste Management, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
Attest:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
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▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
AS TRUSTEE
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Attest:
By: /s/ ▇. ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇
Title: Assistant Secretary