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
$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
”).
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 agre
|
