1
EXHIBIT A
[FORM OF SECURITY]
USA WASTE SERVICES, INC.
4% CONVERTIBLE SUBORDINATED NOTE
DUE 2002
No. CUSIP NO. 902917 AB 9
$ _________
USA Waste Services, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of _________ Dollars, on February
1, 2002.
Interest Payment Dates: February 1 and August 1; commencing August 1,
1997.
Record Dates: January 15 and July 15.
Reference is made to the further provisions of this Security set forth
below, which will, for all purposes, have the same effect as if set forth at
this place.
IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed under its corporate seal.
Dated: February 7, 1997 USA WASTE SERVICES, INC.,
a Delaware corporation
[Seal]
By:
--------------------------------------
Name:
Title:
Attest:
------------------------------
Assistant Secretary
A-1
2
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
as Trustee
By:
--------------------------------------
Authorized Signatory
Dated:
-------------------------------
A-2
3
USA WASTE SERVICES, INC.
4% CONVERTIBLE SUBORDINATED NOTE
DUE 2002
THIS SECURITY IS A BOOK-ENTRY GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE REFERRED TO
BELOW, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE OF THE DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
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 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. Interest.
USA Waste Services, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successors under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Security at the rate of 4% per annum. To the extent it is lawful, the
Company promises to pay interest on any interest payment due but unpaid on such
principal amount at a rate of 4% per annum compounded semi-annually.
The Company will pay interest semi-annually on February 1 and August 1
of each year (each, an "Interest Payment Date"), commencing August 1, 1997.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Securities, from
February 7, 1997. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
2. Method of Payment.
The Company shall pay interest on the Securities (except Defaulted
Interest) to the persons who are the registered Holders at the close of
business on the Regular Record Date immediately preceding the Interest Payment
Date. Any such interest not so punctually paid ("Defaulted Interest"), may be
paid to the persons who are registered Holders at the close of business on a
Special Record Date for the payment of such Defaulted Interest, or in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may then be listed if such manner of payment shall be
deemed practicable by the Trustee, as more fully provided in the Indenture
referred to below. Except as provided below, the Company shall pay principal
and interest in such coin or currency of the United States of America as at the
time of payment shall be legal tender for payment of public and private debts
("U.S. Legal Tender"). Payments in respect of Global Securities (including
principal, premium, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by the Depository.
Payments in respect of Securities in definitive form (including principal,
premium, if any, and interest) will be made at the office or agency of the
Company maintained for such purpose within the Borough of Manhattan, The City
of New York, or at the option of the Company, payment of interest may be made by
A-3
4
check mailed to the Holders at their addresses set forth in the registry of
Holders.
3. Paying Agent and Registrar.
Initially, Texas Commerce Bank National Association (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-Registrar at any time upon notice to the Trustee and the
Holders. The Company or any of its Subsidiaries may, subject to certain
exceptions, act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
This Security is one of a duly authorized issue of securities of the
Company issued and to be issued in one or more series under a Subordinated
Indenture, dated as of February 1, 1997 (the "Indenture"), between the Company
and the Trustee. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture, all indentures supplemental thereto, those made part
of the Indenture by reference to the Trust Indenture Act as in effect on the
date of the Indenture, and those terms stated in the Resolutions of the Pricing
Committee of the Board of Directors of the Company dated February 3, 1997 (the
"Resolutions"). The Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture, all indentures supplemental thereto,
said Act and said Resolutions for a statement of them. The Securities are
general unsecured obligations of the Company limited in aggregate principal
amount to $535,275,000.
5. Redemption.
The Company will not have the right to redeem any Securities prior to
February 1, 2000. On and after such date, the Securities will be redeemable at
the option of the Company, in whole or in part, upon not less than 30 nor more
than 45 days notice to each Holder of Securities, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during
the 12-month period commencing February 1 of the years indicated below:
Year Percentage
---- ----------
2000 . . . . . . . . . . . . . . . . . . . . . 101.60%
2001 and thereafter . . . . . . . . . . . . . . 100.80%
in each case (subject to the right of Holders of record on a Regular Record
Date for the payment of interest to receive interest due on an Interest Payment
Date that is on or prior to such Redemption Date) together with accrued and
unpaid interest, if any, to the Redemption Date. In the case of a partial
redemption, the Trustee shall select the Securities or portions thereof for
redemption on a pro rata basis, by lot or in such other manner it deems fair
and appropriate. The Securities may be redeemed in part in multiples of $1,000
only.
A-4
5
Any such redemption will also comply with Article Eleven of the
Indenture.
6. Notice of Redemption.
Notice of redemption will be given in the manner provided in the
Indenture to the Holders of Securities to be redeemed not less than 30 days and
not more than 45 days prior to the Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price and, except as set forth in the Indenture, from and after such
Redemption Date, (unless the Company shall default in the payment of the
Redemption Price and accrued interest), the Securities called for redemption
will cease to bear interest and the only right of the Holders of such
Securities will be to receive payment of the Redemption Price, plus any accrued
and unpaid interest to the Redemption Date.
7. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may
register the transfer of, or exchange Securities in accordance with, the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.
8. Persons Deemed Owners.
The registered Holder of a Security may be treated as the owner of it
for all purposes.
9. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented, and any existing Event of Default or compliance with
any provision may be waived, with the written consent of the Holders of a
majority in aggregate principal amount of the Securities then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Securities to, among other things, cure any
ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Security.
A-5
6
10. Conversion Rights.
Subject to the provisions of the Indenture and the Resolutions, the
Holders have the right to convert the principal amount of the Securities into
fully paid and nonassessable shares of Common Stock of the Company at the
initial conversion price per share of Common Stock of $43.555 (or $22.959 shares
per $1,000 in principal amount of Securities), or at the adjusted conversion
price then in effect, if adjustment has been made as provided in the
Resolutions, upon surrender of the Security to the Company, together with a
fully executed notice in substantially the form attached hereto and, if required
by the Indenture or the Resolutions, an amount equal to accrued interest payable
on such Security.
11. Subordination.
Payment of principal, premium, if any, and interest on the Securities
is subordinated, in the manner and to the extent set forth in the Resolutions,
to the prior payment in full of all Senior Indebtedness.
12. Repurchase at Option of Holder Upon a Change of Control.
If there is a Change of Control, the Company shall be required to
offer to purchase on the Repurchase Date all outstanding Securities at a
purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the Repurchase Date. Holders of Securities will
receive a Repurchase Offer from the Company prior to any related Repurchase
Date and may elect to have such Securities purchased by completing the form
entitled "Option of Holder to Elect Purchase" appearing below.
13. Successors.
When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations as provided in the Indenture.
14. Defaults and Remedies.
If an Event of Default occurs and is continuing, then in every such
case, the Trustee or the Holders of 25% in aggregate principal amount of
Securities then outstanding may declare the principal amount of all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture. Holders of Securities may not enforce the Indenture
or the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power.
A-6
7
15. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates or any subsidiary of the Company's Affiliates, and
may otherwise deal with the Company or its Affiliates as if it were not the
Trustee.
16. Authentication.
This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this
Security.
17. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a
Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
18. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
A-7
8
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company
upon a Change of Control pursuant to the Indenture, check the box: /___/
If you want to elect to have only part of this Security purchased by
the Company upon a Change of Control pursuant to the Indenture, state the
amount you want to be purchased: $__________________
<Date: Signature:
--------------------------------- -------------------------------------
(Sign exactly as your name appears on
the other side of this Security)
A-8
9
SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES1
The following exchanges of a part of this Global Security for
Definitive Securities have been made:
Principal Amount of
this Global Signature of
Amount of decrease in Amount of increase in Security following authorized officer of
Date of Principal Amount of Principal Amount of such decrease (or Trustee or Securities
Exchange this Global Security this Global Security increase) Custodian
-------- --------------------- --------------------- ------------------- --------------------
__________________________________
1 This schedule should only be added if the Security is
issued in global form.
A-9
10
[FORM OF] ASSIGNMENT
I, or we, assign this Security to ______________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of assignee
_______________________ and irrevocably appoint _______________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him
Date: ____________________________ Signed: ____________________________________
________________________________________________________________________________
(Sign exactly as name appears on the other side of this Security)
Signature Guarantee.*
__________________________________
* Participant in a recognized Signature Guarantee Medallion Program (or
other signature acceptable to the Trustee).
A-10
11
EXHIBIT B
FORM OF CONVERSION NOTICE
To: USA Waste Services, Inc.
$_____,000,000
[ ]% Convertible Subordinated Notes due 2002
The undersigned owner of this Security hereby: (i) irrevocably
exercises the option to convert this Security, or the portion hereof below
designated, for shares of Common Stock of USA Waste Services, Inc. in
accordance with the terms of the Indenture referred to in this Security and
(ii) directs that such shares of Common Stock deliverable upon the conversion,
together with any check in payment for fractional shares and any Security(ies)
representing any unconverted principal amount hereof, be issued and delivered
to the registered holder hereof unless a different name has been indicated
below. If shares are to be delivered registered in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account
of interest accompanies this Security.
Date: ____________________________ ________________________________________
Signature
Fill in for registration of shares if to be delivered, and of
Securities if to be issued, otherwise than to and in the name of the registered
holder.
____________________________________________________
Social Security or other Taxpayer Identifying Number
_________________________________________________________
(Name)
_________________________________________________________
(Street Address)
_________________________________________________________
City, State and Zip Code)
Principal amount to be covered: (if less than all)
$___________________________________________________
Signature Guarantee.*
__________________________________
* Participant in a recognized Signature Guarantee Medallion Program (or
other signature acceptable to the Trustee).