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Exhibit 4.18
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[FORM OF EQUITY WARRANT AGREEMENT]
ALLIED WASTE INDUSTRIES, INC.
AND
________, AS WARRANT AGENT
[COMMON/PREFERRED STOCK] [DEPOSITARY SHARE]
WARRANT AGREEMENT
DATED AS OF __________, 200__
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TABLE OF CONTENTS
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PAGE
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PARTIES
1
RECITALS
1
SECTION 1. Appointment of
Warrant Agent
1
SECTION 2. Form of Warrant
1
SECTION 3. Countersignature
and Registration
2
SECTION 4.
Transfers and
Exchanges
2
SECTION 5. Exercise of
Warrants
2
SECTION 6. Payment of Taxes
3
SECTION 7. Mutilated or
Missing Warrants
3
SECTION 8. Reservation of
Shares, etc.
3
SECTION 9. Warrant Price;
Adjustments
4
SECTION 10. Notice to
Warrantholders
9
SECTION 11. Certain Covenants of
the Company
10
SECTION 12. Disposition of
Proceeds, etc.
10
SECTION 13. Merger or
Consolidation or Change of Name of Warrant Agent 10
SECTION 14. Duties of Warrant
Agent
11
SECTION 15. Change of Warrant
Agent
12
SECTION 16. Identity of Transfer
Agent
12
SECTION 17. Notices
13
SECTION 18. Supplements and
Amendments
13
SECTION 19. Successors
13
SECTION 20. Governing Law
13
SECTION 21. Benefits of This
Agreement
13
SECTION 22. Counterparts
13
[SECTION 23.
Acceleration of Warrants by the Company
13]
TESTIMONIUM
15
SIGNATURES
15
EXHIBIT A: Form of Warrant
A-l
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[COMMON/PREFERRED STOCK] [DEPOSITARY SHARE]
WARRANT AGREEMENT
COMMON/PREFERRED STOCK] [DEPOSITARY SHARE] WARRANT AGREEMENT, dated
as of
__________, 200__ between Allied Waste Industries Inc., Delaware
corporation
(hereinafter called the "Company"), and __________, having a
corporate trust
office in __________, as warrant agent (hereinafter called the
"Warrant Agent").
WHEREAS, the Company proposes to issue [Class ____] Purchase
Warrants
(hereinafter called the "Warrants") entitling the holders thereof
to purchase an
aggregate of _____ [shares of Common/Preferred Stock] [Depositary
Shares] of the
Company [(par value $.01 per share)] (hereinafter called the
"Shares") at an
initial cash purchase price of $_____ per Share at any time [after
__________
and] before [ ] p.m., [City] time,
on __________, _____ (hereinafter called
the "Expiration Date") (unless extended as provided in Section 9A
hereof); and
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT--
WHEREAS, the Warrants will be offered in Units, each of which
consists of
___________ and Warrants to purchase ___________ Shares; 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 and exercise of Warrants to be
issued from time
to time by the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements
herein set forth, the parties hereto agree as follows:
SECTION I. APPOINTMENT OF WARRANT AGENT. The Company hereby
appoints the Warrant
Agent to act as agent for the Company in accordance with the
instructions
hereinafter in this Agreement set forth, and the Warrant Agent
hereby accepts
such appointment.
SECTION 2. FORM OF WARRANT. The text of the Warrants and the form
of election to
purchase Shares to be set forth on the reverse thereof shall be
substantially as
set forth in Exhibit A attached hereto. Each Warrant shall, subject
to the terms
of this Warrant Agreement, entitle the registered holder thereof to
initially
purchase the number of Shares specified therein at an initial
exercise price of
$_____ per Share; provided, however, that the Warrant Exercise
Price (as defined
below) and the number of Shares issuable upon exercise of Warrants
are subject
to adjustment upon the occurrence of certain events, all as
hereinafter
provided. The Warrants shall be executed on behalf of the Company
by the manual
or facsimile signature of the present or any future Chairman of the
Board,
President, Chief Executive Officer or Executive Vice President of
the Company,
under its seal, affixed or in facsimile, and by the manual or
facsimile
signature of the present or any future Secretary or Assistant
Secretary of the
Company.
The Company shall promptly notify the Warrant Agent from time to
time in writing
of the number of Warrants to be issued and furnish written
instructions in
connection therewith signed by an executive officer of the Company;
such
notification and instructions may, but need not be, in the form of
a general or
continuing authorization to the Warrant Agent.
The Warrants shall be dated by the Warrant Agent as of the date of
each initial
issuance, and as of the date of issuance thereof upon any transfer
or exchange
thereof.
SECTION 3. COUNTERSIGNATURE AND REGISTRATION. The Warrant Agent
shall maintain
books for the transfer and registration of the Warrants. Upon the
initial
issuance of the Warrants, the Warrant Agent shall issue and
register the
Warrants in the names of the respective registered holders thereof.
The Warrants
shall be countersigned by the Warrant Agent (or by any successor to
the Warrant
Agent then acting as warrant agent under this Agreement) and shall
not be valid
for any purpose unless so countersigned. Such Warrants may be so
countersigned,
however, by the Warrant Agent (or by its successor as warrant
agent) and be
delivered by the Warrant Agent, notwithstanding that the persons
whose manual or
facsimile signatures appear thereon as proper officers of the
Company shall
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have ceased to be such officers at the time of such
countersignature or
delivery. Upon issuance of any Warrant, the Company will present
the same, or
cause the same to be presented, to the Warrant Agent for
countersignature of
such Warrant.
SECTION 4. TRANSFERS AND EXCHANGES. The Warrant Agent shall
transfer, from time
to time, any outstanding Warrants upon the books to be maintained
by the Warrant
Agent for that purpose, upon the surrender thereof for transfer
properly
endorsed or accompanied by appropriate instructions for transfer.
Upon any such
transfer, a new Warrant of like tenor shall be issued to the
transferee and the
surrendered Warrant shall be canceled by the Warrant Agent. All
such Warrants so
canceled shall be delivered by the Warrant Agent to the Company
from time to
time. The Warrants may be exchanged at the option of the holder
thereof, when
surrendered at the office in __________________ of the Warrant
Agent, for
another Warrant, or other Warrants of different denominations, of
like tenor and
representing in the aggregate the right to purchase a like number
of Shares. The
Warrant Agent is hereby irrevocably authorized to countersign and
deliver, in
accordance with the provisions of this Section and Section 3 of
this Agreement,
such new Warrants required pursuant to the provisions of this
Section, and the
Company, whenever required by the Warrant Agent, will supply the
Warrant Agent
with Warrants duly executed on behalf of the Company for such
purpose.
[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT--
Notwithstanding the foregoing, until __________, the Warrants shall
not be
transferable apart from the __________ to which they are attached,
any transfer
of the __________ shall be deemed a transfer of the Warrants
attached thereto,
and any attempt to transfer the Warrants apart from the ___________
shall be
void and of no effect. Each Warrant shall contain a legend to the
foregoing
effect.]
SECTION 5. EXERCISE OF WARRANTS. The registered holder of each
Warrant shall
have the right, which may be exercised as in such Warrant
expressed, to purchase
from the Company (and the Company shall issue and sell to such
registered
holder) the number of Shares specified in such Warrant, upon
surrender to the
Company, at the office in __________ of the Warrant Agent of such
Warrant, with
the form of election to purchase on the reverse thereof duly filled
in and
signed, and upon payment to the Warrant Agent for the account of
the Company of
the Warrant Exercise Price, determined in accordance with the
provisions of
Section 9 of this Agreement, for the number of Shares in respect of
which such
Warrant is then exercised. Payment of such Warrant Exercise Price
may be made
in cash, or by certified check or bank draft or postal or express
money order,
payable in United States dollars, to the order of the Warrant
Agent. No
adjustment shall be made for any dividends on any Shares issuable
upon exercise
of any Warrant. Subject to Section 6, upon such surrender of
Warrants, and
payment of the Warrant Exercise Price as aforesaid, the Company
shall issue and
cause to be delivered with all reasonable dispatch to or upon the
written order
of the registered holder of such Warrants, and in such name or
names as such
registered holder may designate, a certificate or certificates for
the number of
full Shares so purchased upon the exercise of such Warrants,
together with cash,
as provided in Section 9 of this Agreement, in respect of any
fraction of a
Share otherwise issuable upon such surrender. Such certificate or
certificates
shall be deemed to have been issued and any person so designated to
be named
therein shall be deemed to have become a holder of record of such
Shares as of
the date of the surrender of such Warrants and payment of the
Warrant Exercise
Price as aforesaid; provided, however, that if, at the date of
surrender of such
Warrants and payment of such Warrant Exercise Price, the transfer
books for the
Shares purchasable upon the exercise of such Warrants shall be
closed, no such
surrender of such Warrants and no such payment of such Warrant
Exercise Price
shall be effective to constitute the person so designated to be
named therein as
the holder of record of such Shares on such date, but shall be
effective to
constitute such person as the holder of record of such Shares for
all purposes
at the opening of business on the next succeeding day on which the
transfer
books for the Shares purchasable upon the exercise of such Warrants
shall be
2
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opened, and the certificates for the Shares in respect of which
such Warrants
are then exercised shall be issuable as of the date on which such
books shall
next be opened, and until such date the Company shall be under no
duty to
deliver any certificate for such Shares. The rights of purchase
represented by
the Warrants shall be exercisable, at the election of the
registered holders
thereof, either as an entirety or from time to time for part only
of the Shares
specified therein and, in the event that any Warrant is exercised
in respect of
less than all of the Shares specified therein at any time before
the Expiration
Date of the Warrants, a new Warrant or Warrants of like tenor will
be issued for
the remaining number of Shares specified in the Warrant so
surrendered, and the
Warrant Agent is hereby irrevocably authorized to countersign and
to deliver the
required new Warrants pursuant to the provisions of this Section
and of Section
3 of this Agreement, and the Company, whenever required by the
Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf
of the
Company for such purpose.
SECTION 6. PAYMENT OF TAXES. The Company will pay any documentary
stamp taxes
attributable to the initial issuance of Shares issuable upon the
exercise of
Warrants; provided, however, that the Company shall not be required
to pay any
tax or taxes which may be payable in respect of any transfer
involved in the
issue or delivery of any certificates for Shares in a name other
than that of
the registered holder of Warrants in respect of which such Shares
are issued and
the Company shall not be required to issue and deliver the
certificates for such
Shares unless and until the holder has paid to the Company the
amount of any tax
which may be payable in respect of any transfer involved in such
issuance or
shall establish to the satisfaction of the Company that such tax
has been paid.
SECTION 7. MUTILATED OR MISSING WARRANTS. In case any of the
Warrants shall be
mutilated, lost, stolen or destroyed, the Company will issue and
the Warrant
Agent will countersign and deliver in exchange and substitution for
and upon
cancellation of the mutilated Warrant, or in lieu of and
substitution for the
Warrant mutilated, lost, stolen or destroyed, a new Warrant of like
tenor and
representing an equivalent right or interest, but only upon receipt
of evidence
satisfactory to the Company and the Warrant Agent of the
mutilation, loss, theft
or destruction of such Warrants and indemnity, if requested, also
satisfactory
to them. Applicants for such substitute Warrants shall also comply
with such
other reasonable regulations and pay such other reasonable charges
as the
Company or the Warrant Agent may prescribe. Any such new Warrant
shall
constitute an original contractual obligation of the Company
whether or not the
allegedly mutilated, lost, stolen or destroyed Warrant shall be at
any time
enforceable by anyone.
SECTION 8. RESERVATION OF SHARES, ETC. Before the issuance of any
Warrants there
shall have been reserved, and the Company shall at all times
through the
Expiration Date keep reserved, out of its authorized and
unissued
[Common/Preferred] Stock, a number of shares sufficient to provide
for the
exercise of the rights of purchase represented by the Warrants, and
the Transfer
Agent for such shares and every subsequent Transfer Agent for such
shares are
hereby irrevocably authorized and directed at all times to reserve
such number
of authorized and unissued shares as shall be requisite for such
purpose. The
Company will keep a copy of this Agreement on file with the
Transfer Agent for
such shares and with every subsequent Transfer Agent for such
shares. The
Warrant Agent is hereby irrevocably authorized to requisition from
time to time
from such Transfer Agent certificates required to honor outstanding
Warrants
that have been exercised. The Company will supply such Transfer
Agent with duly
executed certificates for such purpose and will itself provide or
otherwise make
available any cash which may be issuable as provided in Section 9
of this
Agreement. All Warrants surrendered in the exercise of the rights
thereby
evidenced or surrendered for transfer, exchange or partial exercise
shall be
canceled by the Warrant Agent and shall thereafter be delivered to
the Company.
SECTION 9. WARRANT PRICE; ADJUSTMENTS.
A.
The warrant price per share at which the Shares shall be
purchasable
upon exercise of Warrants (herein called the "Warrant Exercise
Price") to and
including the Expiration Date (unless the
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Expiration Date is extended as provided below in this Section 9A)
shall be
$_____ per Share, or, if adjusted as provided in this Section,
shall be such
price as so adjusted. The Warrants will not be exercisable before
[the close of
business on the date of any initial issuance thereof] [
]
and will expire at
[ ]
p.m., [City] time, on the Expiration Date; provided, however, that
the
Company reserves the right to, and may, in its sole discretion, at
any time and
from time to time, at such time or times as the Company so
determines, extend
the Expiration Date of the Warrants for such periods of time as it
chooses;
further provided that in no case may the Expiration Date of the
Warrants (as
extended) be extended beyond five years from the Expiration Date
set forth
above. Whenever the Expiration Date of the Warrants is so extended,
the Company
shall at least 20 days before the then Expiration Date cause to be
mailed to the
Warant Agent and the registered holders of the Warrants in
accordance with the
provisions of Section 17 hereof a notice stating that the
Expiration Date has
been extended and setting forth the new Expiration Date.
B.
The above provision is, however, subject to the following:
(1) The Warrant Exercise Price, the number of Shares purchasable
upon
exercise of each Warrant and the number of Warrants outstanding
shall
be subject to adjustment as follows:
(a) In case the Company shall at any time after the date of
this
Agreement (i) pay a dividend, or make a distribution, on shares
of its [Common/Preferred] Stock which is payable in shares of
its
capital stock (whether shares of [Common/Preferred] Stock or of
capital stock of any other class), (ii) subdivide or reclassify
its outstanding shares of [Common/Preferred] Stock into a
greater
number of securities (including shares of [Common/Preferred]
Stock), or (iii) combine or reclassify outstanding shares of
[Common/Preferred] Stock into a smaller number of Shares
(including shares of [Common/Preferred] Stock), the number of
Shares purchasable upon exercise of each Warrant immediately
before the occurrence of such event shall be adjusted so that
the
holder of each Warrant shall be entitled to receive upon
payment
of the Warrant Exercise Price the aggregate number of Shares of
the Company which, if such Warrant had been exercised
immediately
before the occurrence of such event, such holder would have
owned
or have been entitled to receive immediately after the
occurrence
of such event. An adjustment made pursuant to this subparagraph
(a) shall become effective immediately after the record date in
the case of a dividend and shall become effective immediately
after the effective date in the case of a subdivision or
combination. If, as a result of an adjustment made pursuant to
this subparagraph (a), the holder of any Warrant thereafter
exercised shall become entitled to receive shares of two or
more
classes of capital stock of the Company, the Board of Directors
of the Company (whose determination shall be conclusive) shall
determine the allocation between or among shares of such
classes
of capital stock. In the event that at any time, as a result of
an adjustment made pursuant to this subparagraph (a), the
holder
of any Warrant thereafter exercised shall become entitled to
receive any shares or other securities of the Company other
than
Shares of [Common/Preferred] Stock, thereafter the number of
such
other shares so received upon exercise of any Warrant shall be
subject to adjustment from time to time in a manner and on
terms
as nearly equivalent as practicable to the provisions with
respect to the Shares of [Common/Preferred] Stock contained in
this paragraph, and the other provisions of this paragraph
9B(1)
with respect to the Shares of [Common/Preferred] Stock shall
apply on like terms to any such other shares or other
securities.
(b) In case the Company shall fix a record date for the
issuance
of rights or warrants to all holders of its [Common/Preferred]
Stock entitling them (for a period expiring within 45 days
after
such record date) to subscribe for or purchase
[Common/Preferred]
Stock at a price per share less than the current market price
per
share of [Common/Preferred] Stock (as defined in subparagraph
(e)
below) at such record date, the Warrant Exercise
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Price shall be determined by multiplying the Warrant Exercise
Price in effect immediately before such record date by a
fraction, the numerator of which shall be the number of shares
of
[Common/Preferred] Stock outstanding on such record date plus
the
number of shares of [Common/Preferred] Stock which the
aggregate
offering price of the total number of shares so offered would
purchase at such current market price, and the denominator of
which shall be the number of shares of [Common/Preferred] Stock
outstanding on such record date plus the number of additional
Shares of [Common/Preferred] Stock offered for subscription or
purchase. Such adjustment shall be made successively whenever
such a record date is fixed, and shall become effective
immediately after such record date. In determining whether any
rights or warrants entitle the holders to subscribe for or
purchase Shares of [Common/Preferred] Stock] at less than such
current market price, and in determining the aggregate offering
price of such Shares, there shall be taken into account any
consideration received by the Company for such rights or
warrants,
the value of such consideration, if other than cash, to
be determined by the Board of Directors of the Company.
[Common/Preferred] Stock owned by or held for the account of
the
Company or any majority owned subsidiary shall not be deemed
outstanding for the purpose of any adjustment required under
this
subparagraph (b).
(c) In case the Company shall fix a record date for making a
distribution to all holders of its [Common/Preferred] Stock of
evidences of its indebtedness or assets (excluding regular
quarterly or other periodic or recurring cash dividends or
distributions and cash dividends or distributions paid from
retained earnings or referred to in subparagraph (a) above) or
rights or warrants to subscribe or warrants to purchase
(excluding those referred to in subparagraph (b) above), then
in
each such case the Warrant Exercise Price shall be determined
by
multiplying the Warrant Exercise Price in effect immediately
before such record date by a fraction (x) the numerator of
which
shall be such current market price (as defined in subparagraph
(e) below) per share of [Common/Preferred] Stock on such record
date, less the then fair market value (as determined in good
faith by the Board of Directors, whose determination shall be
conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights or
warrants applicable to one share of the [Common/Preferred]
Stock
and (y) the denominator of which shall be the current market
price per share of the [Common/Preferred] Stock on such record
date. Such adjustment shall be made successively whenever such
a
record date is fixed and shall become effective immediately
after
such record date. Notwithstanding the foregoing, in the event
that the Company shall distribute any rights or warrants to
acquire capital stock ("Rights") pursuant to this subparagraph
(c), the distribution of separate certificates representing
such
Rights after their initial distribution (whether or not such
distribution shall have occurred before the date of the
issuance
of such Warrants) shall be deemed to be the distribution of
such
Rights for purposes of this subparagraph (c), provided,
however,
that the Company may, in lieu of making any adjustment pursuant
to this subparagraph (c) upon a distribution of separate
certificates representing such Rights, make proper provision so
that each holder of such Warrants who exercises such Warrants
(or
any portion thereof) (A) before the record date for such
distribution of separate certificates shall be entitled to
receive upon such exercise [shares of Common/Preferred Stock]
[Depositary Shares] issued with Rights and (B) after such
record
date and before the expiration, redemption or termination of
such
Rights shall be entitled to receive upon such exercise, in
addition to the [shares of Common/Preferred Stock] [Depositary
Shares] issuable upon such exercise, the same number of such
Rights as would a holder of the number of [shares of
Common/Preferred Stock] [Depositary Shares] that such Warrants
so
exercised would have entitled the holder thereof to purchase in
accordance with the terms and provisions of and applicable to
the
Rights if
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such Warrants were exercised immediately before the record date
for such distribution. [Common/Preferred Stock] [Depositary
Shares] owned by or held for the account of the Company or any
majority owned subsidiary shall not be deemed outstanding for
the
purpose of any adjustment required under this subparagraph (c).
(d) After each adjustment of the number of Shares purchasable
upon exercise of each Warrant pursuant to subparagraph
9B(1)(a),
the Warrant
Exercise Price shall be adjusted by multiplying such
Warrant Exercise Price immediately before such adjustment by a
fraction of which the numerator shall be the number of Shares
purchasable upon exercise of each Warrant immediately before
such
adjustment, and the denominator of which shall be the number of
Shares so purchasable immediately thereafter. After each
adjustment of the Warrant Exercise Price pursuant to
subparagraph
9B(1)(b) or (c), the total number of Shares or fractional part
thereof purchasable upon the exercise of each Warrant shall be
proportionately adjusted to such number of Shares or fractional
parts thereof as the aggregate Warrant Exercise Price of the
number of Shares or fractional part thereof purchasable
immediately before such adjustment will buy at the adjusted
Warrant Exercise Price.
(e) For the purpose of any computation under subparagraphs
9B(1)(b) and (c) above, the current market price per [share of
Common/Preferred Stock] [Depositary Share] at any date shall be
deemed to be the average of the daily closing prices for the 30
consecutive trading days commencing 45 trading days before the
day in question. The closing price for each day shall be (i) if
the [Common/ Preferred Stock is] [Depositary shares are] listed
or admitted for trading on the New York Stock Exchange, the
last
sale price (regular way), or the average of the closing bid and
asked prices (regular way), if no sale occurred, of
[Common/Preferred Stock] [Depositary Shares], in either case as
reported on the New York Stock Exchange Composite Tape or, if
the
[Common/Preferred Stock is] [Depositary Shares are] not listed
or
admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the
[Common/Preferred Stock is] [Depositary Shares are] listed or
admitted to trading or, if not listed or admitted to trading on
any national securities exchange, on the National Market System
of the National Association of Securities Dealers, Inc.
Automated
Quotations System ("NASDAQ") or, (ii) if not listed or quoted
as
described in (i), the mean between the closing high bid and low
asked quotations of [Common/Preferred Stock] (Depositary
Shares]
reported by NASDAQ, or any similar system for automated
dissemination of quotations of securities prices then in common
use, if so quoted, or (iii) if not quoted as described in
clause
(ii), the mean between the high bid and low asked quotations
for
[Common/Preferred Stock] [Depositary Shares] as reported by the
National Quotation Bureau Incorporated if at least two
securities
dealers have inserted both bid and asked quotations for
[Common/Preferred Stock] [Depositary Shares] on at least 5 of
the
10 preceding trading days. If none of the conditions set forth
above is met, the closing price of [Common/Preferred Stock]
[Depositary Shares] on any day or the average of such closing
prices for any period shall be the fair market value of
[Common/Preferred Stock] [Depositary Shares] as determined by a
member firm
