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EXHIBIT 4.20
ALLIED WASTE INDUSTRIES, INC.
AND
____________, AS WARRANT AGENT
FORM OF DEBT SECURITIES
WARRANT AGREEMENT
DATED AS OF _____________
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ALLIED WASTE INDUSTRIES, INC.
FORM OF DEBT SECURITIES WARRANT AGREEMENT
DEBT
SECURITIES WARRANT AGREEMENT, dated as of __________ between
ALLIED
WASTE INDUSTRIES INC., a Delaware corporation (the "COMPANY") and
___________,
a [corporation] [national banking association] organized and
existing under the
laws of __________ and having a corporate trust office in ________,
as warrant
agent (the "WARRANT AGENT").
WHEREAS, the Company has entered into an indenture dated as of
[______ (the
"SENIOR INDENTURE"), with __________, as trustee (such trustee, and
any
successors to such trustee, herein called the "SENIOR TRUSTEE"),
providing for
the issuance from time to time of its unsubordinated debt
securities, to be
issued in one or more series as provided in the Senior Indenture
(the "DEBT
SECURITIES");] [______ (the "SUBORDINATED INDENTURE"), with
________, as trustee
(such trustee, and any successors to such trustee, herein called
the
"SUBORDINATED TRUSTEE"), providing for the issuance from time to
time of its
subordinated debt securities, to be issued in one or more series as
provided in
the Subordinated Indenture (the "DEBT SECURITIES");]
WHEREAS, the Company proposes to sell [If Warrants are sold with
other
securities--title of such other Securities being offered (the
"OTHER
SECURITIES") with] warrant certificates evidencing one or more
warrants (the
"WARRANTS" or, individually, a "WARRANT') representing the right to
purchase
[title of Debt Securities purchasable through exercise of Warrants]
(the
"WARRANT DEBT SECURITIES"), such warrant certificates and other
warrant
certificates issued pursuant to this Agreement being herein called
the "WARRANT
CERTIFICATES"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the
Company, and the Warrant Agent is willing so to act, in connection
with the
issuance, registration, transfer, exchange, exercise and
replacement of the
Warrant Certificates, and in this Agreement wishes to set forth,
among other
things, the form and provisions of the Warrant Certificates and the
terms and
conditions on which they may be issued, registered, transferred,
exchanged,
exercised and replaced;
NOW,
THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as
follows:
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ARTICLE 1
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT
CERTIFICATES
1.1
ISSUANCE OF WARRANTS. [If Warrants alone--Upon issuance, each
Warrant
Certificate shall evidence one or more Warrants.] [If Other
Securities and
Warrants--Warrant Certificates shall be [initially] issued in
connection with
the issuance of the Other Securities [but shall be separately
transferable on
and after ____________________ (the "DETACHABLE DATE")] [and shall
not be
separately transferable] and each Warrant Certificate shall
evidence one or more
Warrants.] Each Warrant evidenced thereby shall represent the
right, subject to
the provisions contained herein and therein, to purchase one
Warrant Debt
Security. [If Other Securities and Warrants--Warrant Certificates
shall be
initially issued in units with the Other Securities and each
Warrant Certificate
included in such a unit shall evidence ________ Warrants for each
[$________
principal amount] [_______ shares] of Other Securities included in
such unit.].
1.2
EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Each Warrant
Certificate, whenever issued, shall be in registered form
substantially in the
form set forth in Exhibit A hereto, shall be dated the date of
its
countersignature by the Warrant Agent and may have such letters,
numbers, or
other marks of identification or designation and such legends or
endorsements
printed, lithographed or engraved thereon as the officers of the
Company
executing the same may approve (execution thereof to be conclusive
evidence of
such approval) and as are not inconsistent with the provisions of
this
Agreement, or as may be required to comply with any law or with any
rule or
regulation made pursuant thereto or with any rule or regulation of
any
securities exchange on which the Warrants may be listed, or to
conform to usage.
The Warrant Certificates shall be signed on behalf of the Company
by any of its
present or future chief executive officers, presidents, senior vice
presidents,
vice presidents, chief financial officers, chief legal officers,
treasurers,
assistant treasurers, controllers, assistant controllers,
secretaries or
assistant secretaries under its corporate seal reproduced thereon.
Such
signatures may be manual or facsimile signatures of such authorized
officers and
may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal
of the Company may be in the form of a facsimile thereof and may be
impressed,
affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No
Warrant Certificate shall be valid for any purpose, and no
Warrant
evidenced thereby shall be exercisable, until such Warrant
Certificate has been
countersigned by the manual signature of the Warrant Agent. Such
signature by
the Warrant Agent upon any Warrant Certificate executed by the
Company shall be
conclusive evidence that the Warrant Certificate so countersigned
has been duly
issued hereunder.
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In
case any officer of the Company who shall have signed any of the
Warrant
Certificates either manually or by facsimile signature shall cease
to be such
officer before the Warrant Certificates so signed shall have been
countersigned
and delivered by the Warrant Agent, such Warrant Certificates may
be
countersigned and delivered notwithstanding that the person who
signed Warrant
Certificates ceased to be such officer of the Company; and any
Warrant
Certificate may be signed on behalf of the Company by such persons
as, at the
actual date of the execution of such Warrant Certificate, shall be
the proper
officers of the Company, although at the date of the execution of
this Agreement
any such person was not such officer.
The
term "holder" or "holder of a Warrant Certificate" as used herein
shall
mean any person in whose name at the time any Warrant Certificate
shall be
registered upon the books to be maintained by the Warrant Agent for
that purpose
[If Other Securities and Warrants are not immediately
detachable--or upon the
registration of the Other Securities prior to the Detachable Date.
Prior to the
Detachable Date, the Company will, or will cause the registrar of
the Other
Securities to, make available at all times to the Warrant Agent
such information
as to holders of the Other Securities as may be necessary to keep
the Warrant
Agent's records up to date].
1.3
ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates evidencing
the
right to purchase Warrant Debt Securities may be executed by the
Company and
delivered to the Warrant Agent upon the execution of this Warrant
Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt
of Warrant
Certificates duly executed on behalf of the Company, countersign
such Warrant
Certificates and shall deliver such Warrant Certificates to or upon
the order of
the Company.
ARTICLE 2
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
2.1
WARRANT PRICE. During the period specified in Section 2.2, each
Warrant
shall, subject to the terms of this Warrant Agreement and the
applicable Warrant
Certificate, entitle the holder thereof, to purchase the principal
amount of
Warrant Debt Securities specified in the applicable Warrant
Certificate at an
exercise price of _____% of the principal amount thereof [plus
accrued
amortization, if any, of the original issue discount of the Warrant
Debt
Securities] [plus accrued interest, if any, from the most recent
date from which
interest shall have been paid on the Warrant Debt Securities or, if
no interest
shall have been paid on the Warrant Debt Securities, from the date
of their
initial issuance.] [The original issue discount ($___________ for
each $1,000
principal amount of Warrant Debt Securities) will be amortized at a
_____%
annual rate, computed on a[n] [semi-] annual basis [using a 360-day
year
consisting of twelve 30-day months].] Such purchase price for the
Warrant Debt
Securities is referred to in this Agreement as the "WARRANT
PRICE."
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2.2
DURATION OF WARRANTS. Each Warrant may be exercised in whole or in
part
at any time, as specified herein, on or after [the date thereof]
[_____] and at
or before [_____] p.m., [City] time, on _____ or such later date as
the Company
may designate by notice to the Warrant Agent and the holders of
Warrant
Certificates mailed to their addresses as set forth in the record
books of the
Warrant Agent (the "EXPIRATION DATE"). Each Warrant not exercised
at or before
[_____] p.m., [City] time, on the Expiration Date shall become
void, and all
rights of the holder of the Warrant Certificate evidencing such
Warrant under
this Agreement shall cease.
2.3
EXERCISE OF WARRANTS.
(a)
During the period specified in Section 2.2, the Warrants may be
exercised to purchase a whole number of Warrant Debt Securities in
registered
form by providing certain information as set forth on the reverse
side of the
Warrant Certificate and by paying in full, in lawful money of the
United States
of America, [in cash or by certified check or official bank check
in New York
Clearing House funds] [by bank wire transfer in immediately
available funds] the
Warrant Price for each Warrant Debt Security with respect to which
a Warrant is
being exercised to the Warrant Agent at its corporate trust office,
provided
that such exercise is subject to receipt within five business days
of such
payment by the Warrant Agent of the Warrant Certificate with the
form of
election to purchase Warrant Debt Securities set forth on the
reverse side of
the Warrant Certificate properly completed and duly executed. The
date on which
payment in full of the Warrant Price is received by the Warrant
Agent shall,
subject to receipt of the Warrant Certificate as aforesaid, be
deemed to be the
date on which the Warrant is exercised; provided, however, that if,
at the date
of receipt of such Warrant Certificates and payment in full of the
Warrant
Price, the transfer books for the Warrant Debt Securities
purchasable upon the
exercise of such Warrants shall be closed, no such receipt of such
Warrant
Certificates and no such payment of such Warrant Price shall be
effective to
constitute the person so designated to be named as the holder of
record of such
Warrant Debt Securities on such date, but shall be effective to
constitute such
person as the holder of record of such Warrant Debt Securities for
all purposes
at the opening of business on the next succeeding day on which the
transfer
books for the Warrant Debt Securities purchasable upon the exercise
of such
Warrants shall be opened, and the certificates for the Warrant Debt
Securities
in respect of which such Warrants are then exercised shall be
issuable as of the
date on such next succeeding day on which the transfer books shall
next be
opened, and until such date the Company shall be under no duty to
deliver any
certificate for such Warrant Debt Securities. The Warrant Agent
shall deposit
all funds received by it in payment of the Warrant Price in an
account of the
Company maintained with it and shall advise the Company by
telephone at the end
of each day on which a payment for the exercise of Warrants is
received of the
amount so deposited to its account. The Warrant Agent shall
promptly confirm
such telephone advice to the Company in writing.
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(b)
The Warrant Agent shall, from time to time, as promptly as
practicable,
advise the Company of (i) the number of Warrant Debt Securities
with respect to
which Warrants were exercised, (ii) the instructions of each holder
of the
Warrant Certificates evidencing such Warrants with respect to
delivery of the
Warrant Debt Securities to which such holder is entitled upon such
exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if
any, of the
Warrants for the remaining Warrant Debt Securities after such
exercise, and (iv)
such other information as the Company or the [Senior]
[Subordinated] Trustee
shall reasonably require.
(c)
As soon as practicable after the exercise of any Warrant, the
Company
shall issue, pursuant to the Indenture, in authorized
denominations, to or upon
the order of the holder of the Warrant Certificate evidencing such
Warrant, the
Warrant Debt Securities to which such holder is entitled, in fully
registered
form, registered in such name or names as may be directed by such
holder. If
fewer than all of the Warrants evidenced by such Warrant
Certificate were
exercised, the Company shall execute, and an authorized officer of
the Warrant
Agent shall manually countersign and deliver, a new Warrant
Certificate
evidencing Warrants for the number of Warrant Debt Securities
remaining
unexercised.
(d)
The Company shall not be required to pay any stamp or other tax
or
other governmental charge required to be paid in connection with
any transfer
involved in the issue of the Warrant Debt Securities, and in the
event that any
such transfer is involved, the Company shall not be required to
issue or deliver
any Warrant Debt Securities until such tax or other charge shall
have been paid
or it has been established to the Company's satisfaction that no
such tax or
other charge is due.
ARTICLE 3
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
CERTIFICATES
3.1
NO RIGHTS AS HOLDERS OF WARRANT DEBT SECURITIES CONFERRED BY
WARRANTS
OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant
evidenced thereby
shall entitle the holder thereof to any of the rights of a holder
of Warrant
Debt Securities, including, without limitation, the right to
receive the payment
of principal of (or premium, if any) or interest, if any, on the
Warrant Debt
Securities or to enforce any of the covenants in the Indenture.
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3.2
LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES. Upon
receipt
by the Warrant Agent of evidence reasonably satisfactory to it and
the Company
of the ownership of and the loss, theft, destruction or mutilation
of any
Warrant Certificate and/or indemnity reasonably satisfactory to the
Warrant
Agent and the Company and, in the case of mutilation, upon
surrender of the
mutilated Warrant Certificate to the Warrant Agent for
cancellation, then, in
the absence of notice to the Company or the Warrant Agent that such
Warrant
Certificate has been acquired by a bona fide purchaser, the Company
shall
execute, and an authorized officer of the Warrant Agent shall
manually
countersign and deliver, in exchange for or in lieu of the lost,
stolen,
destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the
same tenor and evidencing Warrants for a like principal amount of
Warrant Debt
Securities. Upon the issuance of any new Warrant Certificate under
this Section
3.2, the Company may require the payment of a sum sufficient to
cover any tax or
other governmental charge that may be imposed in relation thereto
and any other
expenses (including the fees and expenses of the Warrant Agent) in
connection
therewith. Every substitute Warrant Certificate executed and
delivered pursuant
to this Section 3.2 in lieu of any lost, stolen or destroyed
Warrant Certificate
shall represent an additional contractual obligation of the
Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at
any time
enforceable by anyone, and shall be entitled to the benefits of
this Agreement
equally and proportionately with any and all other Warrant
Certificates duly
executed and delivered hereunder. The provisions of this Section
3.2 are
exclusive and shall preclude (to the extent lawful) all other
rights and
remedies with respect to the replacement of mutilated, lost, stolen
or destroyed
Warrant Certificates.
3.3
HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS. Notwithstanding
any
of the provisions of this Agreement, any holder of any Warrant
Certificate,
without the consent of the Warrant Agent, the [Senior]
[Subordinated] Trustee,
the holder of any Warrant Debt Securities or the holder of any
other Warrant
Certificate, may, in such holder's own behalf and for such holder's
own benefit,
enforce, and may institute and maintain any suit, action or
proceeding against
the Company suitable to enforce, or otherwise in respect of, such
holder's right
to exercise the Warrants evidenced by such holder's Warrant
Certificate in the
manner provided in such holder's Warrant Certificates and in this
Agreement.
3.4
MERGER, SALE, CONVEYANCE OR LEASE. In case of (a) any share
exchange,
merger or similar transaction of the Company with or into another
person or
entity (other than a share exchange, merger or similar transaction
in which the
Company is the acquiring or surviving corporation) or (b) the sale,
exchange,
lease, transfer or other disposition of all or substantially all of
the
properties and assets of the Company as an entirety (in any such
case, a
"REORGANIZATION EVENT"), then, as a condition of such
Reorganization Event,
lawful provisions shall be made, and duly executed documents
evidencing the same
from the Company's successor shall be delivered to the holders of
the Warrants,
so that such successor shall succeed to and be substituted for the
Company, and
assume all the Company's obligations under, this Agreement and the
Warrants. The
Company shall thereupon be relieved of any further obligation
hereunder or under
the Warrants, and the Company as the predecessor corporation may
thereupon or at
any time thereafter be dissolved, wound up or liquidated. Such
successor or
assuming entity thereupon may cause to be signed, and may issue
either in its
own name or in the name of the Company, any or all of the Warrants
issuable
hereunder which heretofore shall not have been signed by the
Company, and may
execute and deliver securities in its own name, in fulfillment of
its
obligations to deliver Warrant Debt Securities upon exercise of the
Warrants.
All the Warrants so issued shall in all respects have the same
legal rank and
benefit under this Agreement as the Warrants theretofore or
thereafter issued in
accordance with the terms of this Agreement as though all of such
Warrants had
been issued at the date of the execution hereof. In any case of any
such
Reorganization Event, such changes in phraseology and form (but not
in
substance) may be made in the Warrants thereafter to be issued as
may be
appropriate.
The
Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such Reorganization Event complies
with the
provisions of this Section 3.4.
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3.5
NOTICE TO WARRANTHOLDERS. In case the Company shall (a) effect
any
Reorganization Event or (b) make any distribution on or in respect
of the [title
of Warrant Debt Securities] in connection with the dissolution,
liquidation or
winding up of the Company, then the Company shall mail to each
holder of
Warrants at such holder's address as it shall appear on the books
of the Warrant
Agent, at least ten days prior to the applicable date hereinafter
specified, a
notice stating the date on which such Reorganization Event,
dissolution,
liquidation or winding up is expected to become effective, and the
date as of
which it is expected that holders of [title of Warrant Debt
Securities] of
record shall be entitled to exchange their shares of [title of
Warrant Debt
Securities] for securities or other property deliverable upon
such
Reorganization Event, dissolution, liquidation or winding up. No
failure to mail
such notice nor any defect therein or in the mail in thereof shall
affect any
such transaction.
ARTICLE 4
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES
4.1
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [If Other
Securities
with Warrants which are immediately detachable--Upon] [If Other
Securities with
Warrants which are not immediately detachable--Prior to the
Detachable Date, a
Warrant Certificate may be exchanged or transferred only together
with the Other
Security to which the Warrant Certificate was initially attached,
and only for
the purpose of effecting or in conjunction with an exchange or
transfer of such
Other Security. Prior to any Detachable Date, each transfer of the
Other
Security shall operate also to transfer the related Warrant
Certificates. After
the Detachable Date, upon] surrender at the corporate trust office
of the
Warrant Agent, Warrant Certificates evidencing Warrants may be
exchanged for
Warrant Certificates in other denominations evidencing such
Warrants or the
transfer thereof may be registered in whole or in part; provided
that such other
Warrant Certificates evidence Warrants for the same aggregate
principal amount
of Warrant Debt Securities as the Warrant Certificates so
surrendere
