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EXHIBIT 4.3
THIS SECURITY IS A BOOK-ENTRY 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. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) 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
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION FOR TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
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.
BOOK - ENTRY SECURITY
No. 1 U.S. $150,000,000
CUSIP 902917AF0
USA WASTE SERVICES, INC.
7 1/8% SENIOR NOTE DUE 2017
USA WASTE SERVICES, INC., a Delaware corporation (the "Company"), for
value received, hereby promises to pay to CEDE & CO. or registered assigns, at
the office or agency of the Company, the principal sum of $150,000,000 U.S.
dollars on December 15, 2017 in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest at an annual rate of 7 1/8%
payable on December 15 and June 15 in each year, to the person in whose name
the Security is registered at the close of business on the record date for such
interest which shall be the preceding November 30 and May 31, respectively,
payable commencing June 15, 1998, with interest on June 15, 1998 consisting of
interest accrued from December 17, 1997.
Reference is made to the further provisions of this Security set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
The statements in the legend set forth above are an integral part of
the terms of this Security and by acceptance hereof the Holder of this Security
agrees to be subject to, and bound by, the terms and provisions set forth in
each such legend.
This Security is issued in respect of a series of Securities of an
aggregate of U.S. $150,000,000 in principal amount designated as the 7 1/8%
Senior Notes due 2017 of the Company and is governed by the Indenture dated as
of September 10, 1997, duly executed and delivered by the Company to Texas
Commerce Bank National Association, as trustee (the "Trustee"), as supplemented
by Board Resolutions (as defined in the Indenture) (such Indenture and Board
Resolutions, collectively, the "Indenture"). The terms of the Indenture are
incorporated herein by reference. This Security shall in all respects be
entitled to the same benefits as definitive Securities under the Indenture.
If and to the extent that any provision of the Indenture limits,
qualifies, or conflicts with any other provision of the Indenture which is
required to be included in the Indenture or is deemed applicable to the
Indenture by virtue of the provisions of the Trust Indenture Act of 1939, as
amended, such required provision shall control.
The Company hereby irrevocably undertakes to the Holder hereof to
exchange this Book-Entry Security in accordance with the terms of the Indenture
without charge.
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This Security shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been manually signed
by the Trustee under the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
USA WASTE SERVICES, INC.,
a Delaware corporation
By:____________________________________
Name:__________________________________
Title:_________________________________
[Corporate Seal]
Attest:
By:__________________________________
Name:________________________________
Title:_______________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated: December 17, 1997
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Trustee
By:_________________________________________________
Authorized Signatory
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REVERSE OF BOOK-ENTRY SECURITY
USA WASTE SERVICES, INC.
7 1/8% SENIOR NOTE DUE 2017
This Book-Entry Security is one of a duly authorized issue of
Securities or other evidences of indebtedness of the Company (the "Securities")
of the series hereinafter specified, all issued or to be issued under and
pursuant to the Indenture, to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Indenture. This Security is one of a series
designated as the 7 1/8% Senior Notes due 2017 of the Company, limited in
aggregate principal amount to $150,000,000.
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 7 1/8% 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 7 1/8% per annum.
The Company will pay interest semi-annually on December 15 and June 15
of each year (each an "Interest Payment Date"), commencing June 15, 1998.
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
December 17, 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 the Book-Entry 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 check mailed to the Holders on the Regular Record Date or on the
Special Record Date at their addresses set forth in the Security Register 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 an Indenture, dated
as of September 10, 1997 (the "Indenture"), between the Company and the
Trustee.
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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 of 1939, as amended, 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
December 12, 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 of this series are general unsecured obligations of the Company
limited in aggregate principal amount to $150,000,000.
5. Redemption.
The Securities will be redeemable at the option of the Company, in
whole or in part, upon not less than 30 nor more than 60 days notice to each
Holder of Securities, at a redemption price equal to the Make-Whole Price.
"Make-Whole Price" means an amount equal to the greater of (i) 100% of the
principal amount of such Securities and (ii) as determined by an Independent
Investment Banker, the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus, in each case accrued and unpaid
interest to the date of redemption. Unless the Company defaults in payment of
the Make-Whole Price, on and after the date of redemption, interest will cease
to accrue on the Securities or portions thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any date of
redemption, the rate per annum equal to the semi- annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such date of redemption, plus 0.20%.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any date of
redemption, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such date of redemption, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations
of U.S. Government Securities", or (ii) if such release (or any successor
release) is not published or does not contain such prices on such Business Day,
(A) the average of the Reference Treasury Dealer Quotations for such date of
redemption, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Reference Treasury Dealer" means each of Donaldson, Lufkin & Jenrette
Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc. and Deutsche Morgan Grenfell Inc. and their
respective successors; provided, however, that if any of the foregoing shall
not be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any date of redemption, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such date of redemption.
In the case of a partial redemption, the Company or the Trustee shall
select the Securities or portions thereof for redemption by such method as the
Company or the Trustee shall deem fair and appropriate. The Securities may be
redeemed in part in multiplies of $1,000 only.
Any such redemption will also comply with Article Eleven of the
Indenture.
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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 60 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
Make-Whole 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
Make-Whole Price), 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 Make-Whole Price.
6. Denominations; Transfer; Exchange.
The Securities are issued 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 Securities 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.
7. Person Deemed Owners.
The registered Holder of a Security may be treated as the owner of it
for all purposes.
8. 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. Any such consent or
waiver by the Holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Security and any Securities which may be issued in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Security or such other Securities.
9. 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 the
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. Notwithstanding the preceding sentence, however, if
at any time after the unpaid principal amount of the Securities shall have been
so declared due and payable and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all overdue installments of interest, if any, upon all of the Securities and
the principal of any and all Securities which shall have become due otherwise
than by acceleration and any interest thereon at the rate prescribed therefor
herein and, to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate prescribed therefor herein, as well as the
reasonable compensation, disbursements, expenses and advances of the Trustee,
and any and all defaults under the Indenture, other than the nonpayment of such
portion of the principal amount of and accrued interest, if any, on such
Securities which shall become due by acceleration, shall have been cured or
shall have been waived or provision deemed by the Trustee to be adequate shall
have been made therefor -- then in every such case the Holders of a majority in
aggregate principal amount of the Securities then Outstanding, by written
notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon. 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.
10. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from,
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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.
11. 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.
12. 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 (=tenant 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).
13. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Note 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 number as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
14. Absolute Obligation.
No reference herein to the Indenture and no provision of this Security
or the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.
15. No Recourse.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, past, present or
future stockholder, officer or director, as such of the Company or of any
successor, either directly or through the Company or of any successor, either
directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Security by the Holder
and as part of the consideration for the issue of the Security.
16. Governing Law.
This Security shall be construed in accordance with and governed by
the laws of the State of New York.
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