Item 1.01 Entry Into a Material Definitive Agreement; Item 8.01 Other Events.
On February 23, 2009, Waste Management, Inc. (the "Company") commenced an underwritten public offering of $350,000,000 aggregate principal amount of its 6.375% Senior Notes due 2015 (the "2015 Notes") and $450,000,000 aggregate principal amount of its 7.375% Senior Notes due 2019 (the "2019 Notes" and, together with the 2015 Notes, the "Notes") under the Company's Registration Statement on Form S-3 (No. 333-137526) (the "Registration Statement"). The Notes, which will be fully and unconditionally guaranteed by our wholly-owned subsidiary Waste Management Holdings, Inc. ("WM Holdings"), were sold pursuant to an underwriting agreement (the "Underwriting Agreement") entered into on February 23, 2009 by the Company, WM Holdings and Barclays Capital, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Greenwich Capital Markets, Inc. as representatives of the several underwriters set forth therein. The Notes will be issued under an indenture dated as of September 10, 1997, between the Company and The Bank of New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National Association), as trustee (the "Indenture"). Closing of the issuance and sale of the Notes is scheduled to occur on February 26, 2009. The exhibits filed herewith are filed pursuant to the Registration Statement pursuant to Item 601 of Regulation S-K and are included as exhibits to this current report and are incorporated herein by reference. The description of the Underwriting Agreement is qualified in its entirety by the full text of such document, which is filed herewith. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement dated February 23, 2009 by and among the Company, WM Holdings and Barclays Capital, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Greenwich Capital Markets, Inc. as representatives of the several Underwriters named therein.
4.1 Indenture dated September 10, 1997 by and between the Company and The Bank of New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National Association), as Trustee, relating to senior debt securities of the Company (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed September 24, 1997).
4.2 Form of Officers' Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 2015 Notes.
4.3 Form of Officers' Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 2019 Notes.
4.4 Form of 2015 Note (included in Exhibit 4.2 above).
4.5 Form of 2019 Note (included in Exhibit 4.3 above).

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4.6 Form of Guarantee Agreement by WM Holdings in favor of the holders of Waste Management, Inc.'s 6.375% Senior Notes due 2015.
4.7 Form of Guarantee Agreement by WM Holdings in favor of the holders of Waste Management, Inc.'s 7.375% Senior Notes due 2019.
5.1 Opinion of Baker Botts L.L.P.

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