Exhibit 4.9


 


Execution Version


 






 


Waste
Connections, Inc.


and


its Subsidiaries


 


Third Supplement to Master Note
Purchase Agreement


 


Dated
as of June 11, 2015


 


 Re:                                        $125,000,000 3.09%, Series 2015A, Senior Notes,




Tranche A, due August 20, 2022


 


$375,000,000 3.41%, Series 2015A,
Senior Notes,


Tranche B, due August
20, 2025


 


 






 


WCN - Third Supplement to NPA - Conformed Signatures


 




    	 



    	 



    

 


Waste Connections, Inc.

3 Waterway Square Place, Suite 110

The Woodlands, Texas 77380


 


Dated as of


June 11, 2015


 


To the Purchaser(s) named in


Schedule A hereto


 


Ladies and Gentlemen:


 


This Third Supplement
to Master Note Purchase Agreement (the “Supplement” or the “Third Supplement”) is between
each of Waste Connections, Inc., a Delaware corporation (the “Company”),
and its Subsidiaries party hereto (together with the Company, the “Obligors”), and the institutional investors
named on Schedule A attached hereto (the “Purchasers”).


 


Recitals


 


A.           The
Obligors have entered into the Master Note Purchase Agreement dated as of July 15, 2008 with the purchasers listed in Schedule A
thereto and one or more supplements or amendments thereto (as heretofore amended and supplemented, the “Note Purchase
Agreement”); and


 


B.           The
Obligors desire to issue and sell, and the Purchasers desire to purchase, an additional series of Notes (as defined in the Note
Purchase Agreement) pursuant to the Note Purchase Agreement and in accordance with the terms set forth below;


 


Now,
Therefore, each Obligor and the Purchasers agree as follows:


 


1.          Authorization
of the New Series of Notes. The Obligors have authorized the issue and sale of the following Senior Notes:


 


	Issue	Series and/or

Tranche	Aggregate

Principal

Amount	Interest

Rate	Maturity Date
	 	 	 	 	 
	Senior Notes	Series 2015A,

Tranche A (the

“Tranche A Notes”)	$125,000,000	3.09%	August 20, 2022
	 	 	 	 	 
	Senior Notes	Series 2015A,

Tranche B (the

“Tranche B Notes”)	$375,000,000	3.41%	August 20, 2025


 




    	 



    	 



    

 


The Senior Notes described
above are collectively referred to as the “Series 2015A Notes”. The Series 2015A Notes, together with the
Series 2011A Notes issued pursuant to the Second Supplement to Master Note Purchase Agreement dated as of April 1, 2011
(the “Second Supplement”), the Series 2009A Notes issued pursuant to the First Supplement to Master Note Purchase
Agreement dated as of October 26, 2009 (the “First Supplement”), and the Series 2008A Notes, initially issued
pursuant to the Note Purchase Agreement, and each series of Additional Notes which may from time to time hereafter be issued pursuant
to the provisions of Section 1.2 of the Note Purchase Agreement, are collectively referred to as the “Notes”
(such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement).
The Tranche A Notes and the Tranche B Notes shall be substantially in the forms set out in Exhibit 1(a) and Exhibit 1(b),
respectively, with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Obligors.


 


2.          Sale
and Purchase of Series 2015A Notes. Subject to the terms and conditions of this Supplement and the Note Purchase Agreement
and on the basis of the representations and warranties hereinafter set forth, the Obligors will issue and sell to each of the Purchasers,
and each of the Purchasers will purchase from the Obligors, at the Closing provided for in Section 3, Series 2015A Notes
in the principal amount specified opposite their respective names in the attached Schedule A hereto at the purchase price
of 100% of the principal amount thereof. The obligations of the Purchasers hereunder are several and not joint obligations and
no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder.


 


3.          Closing.
The sale and purchase of the Series 2015A Notes to be purchased by each Purchaser shall occur at the offices of Chapman and
Cutler LLP, 111 West Monroe Street, Chicago, IL 60603 at 10:00 a.m. Chicago time, at a closing (the “Closing”)
on August 20, 2015.


 


At the Closing, the
Obligors will deliver to each Purchaser the Series 2015A Notes to be purchased by such Purchaser in the form of a single Tranche
A Note and/or Tranche B Note (or such greater number of notes of each tranche, as applicable, in denominations of at least $100,000
as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such
Purchaser’s nominee), against delivery by such Purchaser to the Obligors or its order of immediately available funds in the
amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Obligors in accordance
with wire transfer instructions provided by the Company to such Purchaser pursuant to Section 4.10 of the Note Purchase Agreement.
If, at the Closing, the Obligors shall fail to tender such Series 2015A Notes to any Purchaser as provided above in this Section
3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser
shall, at such Purchaser’s election, be relieved of all further obligations under this Supplement, without thereby waiving
any rights such Purchaser may have by reason of such failure or such nonfulfillment.


 




    	-2-



    	 



    

  


4.          Conditions
to Closing. The obligation of each Purchaser to purchase and pay for the Series 2015A Notes to be sold to such Purchaser at
the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the conditions set forth
in Section 4 of the Note Purchase Agreement (except that (1) all references to “Purchaser” therein shall be deemed
to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase
Agreement as supplemented by the First Supplement, the Second Supplement and this Supplement, all references to the “Closing”
therein shall be deemed to refer to the Closing as defined herein, and all references to “Notes” or “Series 2008A
Notes” therein shall be deemed to refer to the Series 2015A Notes, and as hereafter modified, (2) the reference
to Shartsis Friese LLP therein shall be deemed to refer to Latham & Watkins, LLP, counsel for the Obligors, and (3) the Memorandum,
as defined in Section 5.3 of Exhibit A hereto, is deemed to be the “Memorandum” for purposes of the closing condition
in Section 4.2 of the Note Purchase Agreement), and to the following additional conditions:


 


(a)          Except
as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the representations
and warranties of the Obligors set forth in Section 5 of the Note Purchase Agreement shall be correct as of the date of the Closing
and the Obligors shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the Closing certifying
that such condition has been fulfilled.


 


(b)          Contemporaneously
with the Closing, the Obligors shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2015A Notes to be purchased
by such Purchaser at the Closing as specified in Schedule A.


 


(c)          No
Change in Control or Control Event shall have occurred.


 


5.          Representations
and Warranties of the Obligors. With respect to each of the representations and warranties contained in Section 5 of the
Note Purchase Agreement, each Obligor represents and warrants to the Purchasers that, as of the date hereof, such representations
and warranties are true and correct (A) except that all references to “Purchaser” therein shall be deemed to refer
to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement
as supplemented by this Supplement, and all references to “Notes” or “Series 2008A Notes” therein shall
be deemed to refer to the Series 2015A Notes, and (B) except for changes to such representations and warranties or the
Schedules referred to therein, which changes are set forth in the attached Exhibit A (and shall include an updated form of Section 5.3).


 


6.          Representations
of the Purchasers. Each Purchaser severally represents that at least one of the following statements is an accurate representation
as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Series
2015A Notes to be purchased by it hereunder:


 




    	-3-



    	 



    

  


(a)          the
Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC
Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with
the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit
plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the
general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities)
plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile, and the purchase is
not part of an agreement, arrangement or understanding designed to benefit a “party in interest” (as that term is defined
in ERISA section 3(14)) within the meaning of PTE 95-60; or


 


(b)          the
Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account and the Purchaser’s fixed contractual obligations otherwise meet the requirements
for a “Guaranteed Benefit Policy” as defined in ERISA section 401(b)(2); or


 


(c)          the
Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment
fund, within the meaning of the PTE 91-38, and no employee benefit plan or group of plans maintained by the same employer or employee
organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund
, and the insurance company or bank agrees to maintain records and make such records available as required under PTE 90-1 Part
III(b) and (c) or PTE 91-38 Part III(b) and (c); or


 


(d)          the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM
Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent
more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause
the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity
of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets
of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part
VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such
investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or


 




    	-4-



    	 



    

  


(e)          the
Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption),
the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest
in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute
the Source have been disclosed to the Company in writing pursuant to this clause (e); or


 


(f)          the
Source is a governmental plan and there is no applicable law that prohibits or limits that plan’s purchase of Notes pursuant
to this Supplement; or


 


(g)          the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this clause (g); or


 


(h)          the
Source does not include assets of any employee benefit plan or Individual Retirement Account, other than a plan exempt from the
coverage of ERISA.


 


As used in this paragraph
6, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have
the respective meanings assigned to such terms in section 3 of ERISA.


 


7.          Maturity
of the Series 2015A Notes; Interest. There are no scheduled prepayments on any of the Series 2015A Notes. The entire unpaid
principal amount of the Tranche A Notes shall become due and payable on August 20, 2022. The entire unpaid principal amount of
the Tranche B Notes shall become due and payable on August 20, 2025. The Series 2015A Notes shall bear interest at the rates
set forth therein.


 


8.          Definition
of Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Series 2015A
Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Series 2015A Note over the amount of such Called Principal, provided that the Make-Whole Amount may
in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:


 


“Called Principal”
means, with respect to any Series 2015A Note, the principal of such Series 2015A Note that is to be prepaid pursuant
to Section 8.2 of the Note Purchase Agreement or has become or is declared to be immediately due and payable pursuant to Section 12.1
of the Note Purchase Agreement, as the context requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Series 2015A Note, the amount obtained by discounting
all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement
Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Series 2015A Notes is payable) equal to the Reinvestment Yield with
respect to such Called Principal.


 




    	-5-



    	 



    

 


“Reinvestment
Yield” means, with respect to the Called Principal of any Series 2015A Note, 0.50% over the yield to maturity implied
by the yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page
PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”)
having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such
U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will
be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded
on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest
to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears
in the interest rate of the applicable Note.


 


If such yields are
not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment
Yield” means, with respect to the Called Principal of any Series 2015A Note, 0.50% over the yield to maturity implied
by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal
to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S.
Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S.
Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield
shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series 2015A Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled
Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed
of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such
Called Principal and the scheduled due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Series 2015A Note, all payments of such Called
Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment
of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date
on which interest payments are due to be made under the Series 2015A Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement
Date pursuant to Section 8.4 or Section 12.1.


 




    	-6-



    	 



    

 


“Settlement
Date” means, with respect to the Called Principal of any Series 2015A Note, the date on which such Called Principal
is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1,
as the context requires.


 


9.          Definition
of “Default Rate”. The term “Default Rate” means, with respect to the Series 2015A Notes, that rate
of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph
of the Series 2015A Notes and (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New
York, New York as its “base” or “prime” rate.


 


10.         Applicability
of Note Purchase Agreement. Except as otherwise expressly provided herein (and expressly permitted by the Note Purchase Agreement),
all of the provisions of the Note Purchase Agreement are incorporated by reference herein, shall apply to the Series 2015A
Notes as if expressly set forth in this Supplement and all references to “Notes” shall include the Series 2015A
Notes. Without limiting the foregoing, each Obligor agrees to pay all costs and expenses incurred in connection with the initial
filing of this Supplement and all related documents and financial information with the SVO provided that such costs and expenses
with respect to the Series 2015A Notes shall not exceed $4,000. Capitalized terms used herein without definition have the respective
meanings ascribed to them in the Note Purchase Agreement.


 


Prior to the occurrence
of the Closing, (a) the term “holder” as used in Sections 7, 10.15 and 17 of the Note Purchase Agreement shall be deemed
to include the Purchasers of the Series 2015A Notes to be issued at such Closing, and (b) for purposes of the term “Required
Holders” as used in the Note Purchase Agreement, the Series 2015A Notes scheduled to be issued at such Closing shall be deemed
to be outstanding.


 


11.         Governing
Law.           This Supplement shall
be construed and enforced in accordance with, and the rights of the parties shall be governed by, New York law, excluding choice-of-law
principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.


 


12.         Agreement
to be Bound. The Obligors and each Purchaser, to the extent that it was not a party to the Note Purchase Agreement prior to
the date of this Supplement, agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully
and completely as if such Purchaser were an original signatory to the Note Purchase Agreement.


 


[The remainder of this page is intentionally
left blank.]


 




    	-7-



    	 



    

 


The execution hereof
shall constitute a contract between the Obligors and the Purchaser(s) for the uses and purposes hereinabove set forth, and this
Supplement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only
one agreement.


 


WASTE CONNECTIONS, INC.


ACE SOLID WASTE, INC.


ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.


ALASKA WASTE MAT-SU, LLC


ALASKA WASTE-INTERIOR, LLC


ALASKA WASTE-KENAI PENINSULA, LLC


AMERICAN DISPOSAL COMPANY, INC.


ANDERSON COUNTY LANDFILL, INC.


ANDERSON REGIONAL LANDFILL, LLC


ARKANSAS RECLAMATION COMPANY, LLC


AUSTIN LANDFILL HOLDINGS, INC.


BISON BUTTE ENVIRONMENTAL, LLC


BITUMINOUS RESOURCES, INC.


BRENT RUN LANDFILL, INC.


BROADACRE LANDFILL, INC.


BUTLER COUNTY LANDFILL, INC.


CALPET, LLC


CAMINO REAL ENVIRONMENTAL CENTER, INC.


CAPITAL REGION LANDFILLS, INC.


CARPENTER WASTE HOLDINGS, LLC


CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC.


CHIMNEY BUTTE ENVIRONMENTAL L.L.C.


CHIQUITA CANYON, INC.


CHIQUITA CANYON, LLC


CLAY BUTTE ENVIRONMENTAL, LLC


CLIFTON ORGANICS, LLC


COLD CANYON LAND FILL, INC.


COLUMBIA RESOURCE CO., L.P.


COLUMBIA RIVER DISPOSAL, INC.


COMMUNITY REFUSE DISPOSAL INC.


CONTRACTORS WASTE SERVICES, INC.


CORRAL DE PIEDRA LAND COMPANY


 


	By: /s/ Worthing Jackman
	Name:	Worthing Jackman
	Title:	Authorized Signatory of Each of the Above-Listed Obligors


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


COUNTY WASTE — ULSTER, LLC


COUNTY WASTE AND RECYCLING SERVICE, INC.


COUNTY WASTE TRANSFER CORP.


CRI HOLDINGS, LLC


CURRY TRANSFER & RECYCLING, INC.


CWI ACQUISITION, LLC


D. M. DISPOSAL CO., INC.


DELTA CONTRACTS, LLC


DENVER REGIONAL LANDFILL, INC.


DIVERSIFIED BUILDINGS, L.L.C.


DNCS PROPERTIES, LLC


EAGLE FORD RECLAMATION COMPANY, LLC


EL PASO DISPOSAL, LP


ELKO SANITATION COMPANY


EMPIRE DISPOSAL, INC.


ENTECH ALASKA LLC


ENVIRONMENTAL TRUST COMPANY


EVERGREEN DISPOSAL, INC.


FINLEY-BUTTES LIMITED PARTNERSHIP


FINNEY COUNTY LANDFILL, INC.


FORT ANN TRANSFER STATION, LLC


FRONT RANGE LANDFILL, INC.


G & P DEVELOPMENT, INC.


GBUSA HOLDINGS, LLC


GOD BLESS THE USA, INCORPORATED


GREEN WASTE SOLUTIONS OF ALASKA, LLC


HARDIN SANITATION, INC.


HAROLD LEMAY ENTERPRISES, INCORPORATED


HIGH DESERT SOLID WASTE FACILITY, INC.


HUDSON VALLEY WASTE HOLDING, INC.


ISLAND DISPOSAL, INC.


J BAR J LAND, INC.


LACASSINE HOLDINGS, L.L.C.


LAKESHORE DISPOSAL, INC.


LAUREL RIDGE LANDFILL, L.L.C.


LEALCO, INC.


LFC, INC.


 


	By: /s/ Worthing Jackman
	Name:	Worthing Jackman
	Title:	Authorized Signatory of Each of the Above-Listed Obligors


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


LIGHTNING BUTTE ENVIRONMENTAL, LLC


LOUISIANA RECLAMATION COMPANY, L.L.C.


MADERA DISPOSAL SYSTEMS, INC.


MAMMOTH DISPOSAL COMPANY


MANAGEMENT ENVIRONMENTAL NATIONAL, INC.


MASON COUNTY GARBAGE CO., INC.


MBO, LLC


MDSI OF LA, INC.


MILLENNIUM WASTE INCORPORATED


MISSION COUNTRY DISPOSAL


MORRO BAY GARBAGE SERVICE


MURREY’S DISPOSAL COMPANY, INC.


NEBRASKA ECOLOGY SYSTEMS, INC.


NOBLES COUNTY LANDFILL, INC.


NORTHWEST CONTAINER SERVICES, INC.


OKLAHOMA CITY WASTE DISPOSAL, INC.


OKLAHOMA LANDFILL HOLDINGS, INC.


OSAGE LANDFILL, INC.


PIERCE COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC


POTRERO HILLS LANDFILL, INC.


PRAIRIE DISPOSAL, LLC


PRAIRIE LIQUIDS, LLC


PSI ENVIRONMENTAL SERVICES, INC.


PSI ENVIRONMENTAL SYSTEMS, INC.


R.A. BROWNRIGG INVESTMENTS, INC.


R.J.C. TRUCKING CO.


R360 ARTESIA, LLC


R360 CLACO, LLC


R360 ENVIRONMENTAL SOLUTIONS, LLC


R360 ENVIRONMENTAL SOLUTIONS HOLDINGS, INC.


R360 ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC


R360 ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC


R360 ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC


R360 ES HOLDINGS, INC.


R360 HITCHCOCK, LLC


 


	By: /s/ Worthing Jackman
	Name:	Worthing Jackman
	Title:	Authorized Signatory of Each of the Above-Listed Obligors


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


 


R360 LOGISTICS, LLC


R360 OKLAHOMA, LLC


R360 PERMIAN BASIN, LLC


R360 RED BLUFF, LLC


R360 SHUTE CREEK, LLC


R360 SILO, LLC


R360 WILLISTON BASIN, LLC


RAILROAD AVENUE DISPOSAL, LLC


RED CARPET LANDFILL, INC.


RENSSELAER REGION LANDFILLS, INC.


RH FINANCIAL CORPORATION


RICH VALLEY, LLC


RKS HOLDING, CORP.


S.A. DUNN & COMPANY, LLC


SAN LUIS GARBAGE COMPANY


SANIPAC, INC.


SCOTT SOLID WASTE DISPOSAL COMPANY


SCOTT WASTE SERVICES, LLC


SEABREEZE RECOVERY, INC.


SECTION 18, LLC


SEDALIA LAND COMPANY


SHALE GAS SERVICES, LLC


SIERRA HOLDING GROUP, LLC


SIERRA PROCESSING, LLC


SILVER SPRINGS ORGANICS L.L.C.


SJ RECLAMATION, INC.


SKB (AUSTIN) ENVIRONMENTAL, LLC


SKB ENVIRONMENTAL, INC.


SKB RECYCLING, LLC


SMOKY BUTTE ENVIRONMENTAL, LLC


SOUTH COUNTY SANITARY SERVICE, INC.


STERLING AVENUE PROPERTIES, LLC


STUTZMAN REFUSE DISPOSAL INC.


TACOMA RECYCLING COMPANY, INC.


TENNESSEE WASTE MOVERS, INC.


THUNDER BUTTE ENVIRONMENTAL, LLC


US LIQUIDS OF LA, L.P.


 


	By: /s/ Worthing Jackman
	Name:	Worthing Jackman
	Title:	Authorized Signatory of Each of the Above-Listed Obligors


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


 


VOORHEES SANITATION, L.L.C.


WASCO COUNTY LANDFILL, INC.


WASTE CONNECTIONS MANAGEMENT SERVICES, INC.


WASTE CONNECTIONS OF ALABAMA, INC.


WASTE CONNECTIONS OF ALASKA, INC.


WASTE CONNECTIONS OF ARIZONA, INC.


WASTE CONNECTIONS OF ARKANSAS, INC.


WASTE CONNECTIONS OF CALIFORNIA, INC.


WASTE CONNECTIONS OF COLORADO, INC.


WASTE CONNECTIONS OF GEORGIA, INC.


WASTE CONNECTIONS OF IDAHO, INC.


WASTE CONNECTIONS OF ILLINOIS, INC.


WASTE CONNECTIONS OF IOWA, INC.


WASTE CONNECTIONS OF KANSAS, INC.


WASTE CONNECTIONS OF KENTUCKY, INC.


WASTE CONNECTIONS OF LEFLORE, LLC


WASTE CONNECTIONS OF LOUISIANA, INC.


WASTE CONNECTIONS OF MINNESOTA, INC.


WASTE CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC


WASTE CONNECTIONS OF MISSISSIPPI, INC.


WASTE CONNECTIONS OF MONTANA, INC.


WASTE CONNECTIONS OF NEBRASKA, INC.


WASTE CONNECTIONS OF NEW MEXICO, INC.


WASTE CONNECTIONS OF NORTH CAROLINA, INC.


WASTE CONNECTIONS OF NORTH DAKOTA, INC.


WASTE CONNECTIONS OF OKLAHOMA, INC.


WASTE CONNECTIONS OF OREGON, INC.


WASTE CONNECTIONS OF SOUTH CAROLINA, INC.


WASTE CONNECTIONS OF SOUTH DAKOTA, INC.


WASTE CONNECTIONS OF TENNESSEE, INC.


WASTE CONNECTIONS OF TEXAS, LLC


WASTE CONNECTIONS OF THE CENTRAL VALLEY, INC.


WASTE CONNECTIONS OF UTAH, INC.


WASTE CONNECTIONS OF WASHINGTON, INC.


WASTE CONNECTIONS OF WYOMING, INC.


WASTE CONNECTIONS TRANSPORTATION COMPANY, INC.


WASTE REDUCTION SERVICES, L.L.C.


 


	By: /s/ Worthing Jackman
	Name:	Worthing Jackman
	Title:	Authorized Signatory of Each of the Above-Listed Obligors


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


 


WASTE SERVICES OF N.E. MISSISSIPPI, INC.


WASTE SOLUTIONS GROUP OF SAN BENITO, LLC


WCI AUSTIN LANDFILL, LLC


WCI-WHITE OAKS LANDFILL, INC.


WEST BANK ENVIRONMENTAL SERVICES, INC.


WEST COAST RECYCLING AND TRANSFER, INC.


WYOMING ENVIRONMENTAL SERVICES, INC.


YAKIMA WASTE SYSTEMS, INC.


 


	By: /s/ Worthing Jackman
	Name:	Worthing Jackman
	Title:	Authorized Signatory of Each of the Above-Listed Obligors


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


 


Accepted as of the date first written above.


 


	 	The Northwestern Mutual Life Insurance Company
	 	 	 	 
	 	By: Northwestern Mutual Investment Management Company, LLC, its investment adviser
	 	 	 	 
	 	By:  /s/ David A. Barras
	 	 	Name:	David A. Barras
	 	 	Title:	Managing Director
	 	 	 	 
	 	The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account
	 	 	 	 
	 	By: /s/ David A. Barras
	 	 	Name:	David A. Barras
	 	 	Title:	Authorized Representative


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


 


Accepted as of the date first written above.


 


	 	The Variable Annuity Life Insurance Company
	 	The United States Life Insurance Company in the City of New York
	 	American General Life Insurance Company
	 	 
	 	By: AIG Asset Management (U.S.), LLC, as Investment Advsier
	 	 	 	 
	 	By: /s/ Gerald F. Herman
	 	 	Name:	Gerald F. Herman
	 	 	Title:	Managing Director


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


Accepted as of the date first written above.


 


	 	Jackson National Life Insurance Company
	 	 
	 	By: PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company
	 	 
	 	By:  /s/ Luke S. Stifflear
	 	Name:	Luke S. Stifflear
	 	Title:	Sr. Managing Director


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


Accepted as of the date first written above.


 


	 	State Farm Life Insurance Company
	 	 	 
	 	By:	/s/ Julie Hoyer
	 	Name: Julie Hoyer
	 	Title: Senior Investment Officer – Fixed Income


 


		By: /s/ Jeffrey Attwood
	 	Name: 	Jeffrey Attwood
	 	Title:	Investment Officer


 


	 	State Farm Life and Accident Assurance Company
	 	 
	 	By: /s/ Julie Hoyer
	 	Name:	Julie Hoyer
	 	Title:	Senior Investment Officer – Fixed Income
	 	 	 
	 	By: /s/ Jeffrey Attwood
	 	Name: Jeffrey Attwood
	 	Title:	Investment Officer


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


Accepted as of the date first written above.


 


	 	AXA Equitable Life Insurance Company
	 	 
	 	By: /s/ Amy Judd
	 	Name:	Amy Judd
	 	Title:	Investment Officer


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


Accepted as of the date first written above.


 


	 	Horizon Blue Cross Blue Shield of New Jersey
	 	 
	 	By: AllianceBernstein LP, its Investment Advisor
	 	 
	 	By: /s/ Amy Judd
	 	Name: 	Amy Judd
	 	Title:	Senior Vice President


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 

 


Accepted as of the date first written above.


 


	 	Genworth Life and Annuity Insurance

Company
	 	 
	 	By: /s/ Anne Finucane
	 	 Name: Anne Finucane
	 	 Title:   Investment Officer
	 	 
	 	Genworth Mortgage Insurance Corporation
	 	 
	 	By: /s/ Anne Finucane
	 	 Name: Anne Finucane
	 	 Title:   Investment Officer


 


[Signature page to Third
Supplement to Master Note Purchase Agreement]


 




    	 



    	 



    

  


Accepted as of the date first written above.


 


	 	RiverSource Life Insurance Company
	 	 
	 	By: /s/ Thomas W. Murphy
	 	 Name:  Thomas W. Murphy
	 	 Title:    Vice President - Investments
	 	 
	 	RiverSource Life Insurance Co. of New York
	 	 
	 	By: /s/ Thomas W. Murphy
	 	 Name:  Thomas W. Murphy
	 	 Title:    Vice President - Investments


 


[Signature page to Third
Supplement to Master Note Purchase Agreement]


 




    	 



    	 



    

  


Accepted as of the date first written above.


 


	 	Principal Life Insurance Company
	 	 
	 	By: Principal Global Investors, LLC
	 	 a Delaware limited liability company,
	 	 its authorized signatory
	 	 
	 	By: /s/ Joellen J. Watts
	 	 Name: Joellen J. Watts
	 	 Title:   Counsel
	 	 
	 	By: /s/ James C. Fifield
	 	 Name:  James C. Fifield
	 	 Title:    Assistant General Counsel


 


[Signature page to Third
Supplement to Master Note Purchase Agreement]


 




    	 



    	 



    

  


Accepted as of the date first written above.


 


	 	Modern Woodmen of America
	 	 
	 	By: /s/ Brett M. Van
	 	 Name: Brett M. Van
	 	 Title:   Treasurer & Investment Manager


 


[Signature page to Third
Supplement to Master Note Purchase Agreement]


 




    	 



    	 



    

 


Accepted as of the date first written above.


 


	 	Voya Retirement Insurance and Annuity

Company
	 	Voya Insurance and Annuity Company
	 	Reliastar Life Insurance Company
	 	Security Life of Denver Insurance Company
	 	 
	 	By: Voya Investment Management LLC,
	 	 as Agent
	 	 
	 	By: /s/ Fitzhugh Wickham
	 	 Name: Fitzhugh Wickham
	 	 Title:   Vice President


 


[Signature page to Third
Supplement to Master Note Purchase Agreement]


 




    	 



    	 



    

 












 


Accepted as of the date first written above.


 


		American United Life Insurance Company
	 	 
	 	By: /s/ David M. Weisenburger
	 	Name: David M. Weisenburger
	 	Title:   VP, Fixed Income Securities
	 	 
	 	The State Life Insurance Company
	 	 
	 	By:  American United Life Insurance Company
	 	Its:  Agent
	 	 
	 	By: /s/ David M. Weisenburger
	 	Name: David M. Weisenburger
	 	Title:   VP, Fixed Income Securities


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

Accepted as of the date first written above.


 


		National Life Insurance Company
	 	 
	 	By: /s/ Chris P. Gudmastad
	 	Name: Chris P. Gudmastad, CFA
	 	Title:   Assistant Vice President
	 	               Sentinel Asset Management, Inc.
	 	 
	 	Life Insurance Company of the Southwest
	 	 
	 	By: /s/ Chris P. Gudmastad
	 	Name: Chris P. Gudmastad, CFA
	 	Title:   Assistant Vice President
	 	               Sentinel Asset Management, Inc.


 


[Signature page to Third
Supplement to Master Note Purchase Agreement]


 




    	 



    	 



    

  


Accepted as of the date first written above.


 


	 	Woodmen of the World Life Insurance Society
	 	 
	 	By: /s/ Shawn Bengtson
	 	Name: Shawn Bengtson
	 	Title:   Vice President Investment
	 	 
	 	By: /s/ Dean Holdsworth
	 	Name: Dean Holdsworth
	 	Title:   Director, Mortgage Loan/Real Estate


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


Accepted as of the date first written above.


  


	 	American Family Life Insurance Company
	 	 
	 	By: /s/ David L. Voge
	 	Name: David L. Voge
	 	Title:   Fixed Income Portfolio Manager


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


Accepted as of the date first written above.





 


	 	Travelers Casualty and Surety Company of America
	 	 
	 	By: /s/ Annette M. Masterson
	 	Name: Annette M. Masterson
	 	Title:   Vice President


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


 


 






 


Accepted as of the date first written above.


 


	 	Southern Farm Bureau Life Insurance 
	 	Company
	 	 
	 	By: /s/ David Divine
	 	Name: David Divine
	 	Title:  Senior Portfolio Manager


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 









    	 



    	 



    

 


Accepted as of the date first written above.


 


	 	Country Life Insurance Company
	 	Country Mutual Insurance Company
	 	 
	 	By: /s/ John Jacobs
	 	Name: John Jacobs
	 	Title:  Director — Fixed Income


 


[Signature page to Third Supplement to Master
Note Purchase Agreement]


 




    	 



    	 



    

 


Information
Relating To Purchasers


 


	Name
        of and Address

        of
        Purchaser
	 	Tranche


of Notes	 	Principal
Amount

of Notes to be 

Purchased
	 	 	 	 	 
	The Northwestern Mutual Life Insurance	 	A	 	$20,000,000
	Company	 	B	 	$63,300,000
	720 East Wisconsin Avenue	 	 	 	 
	Milwaukee, Wisconsin  53202	 	 	 	 


  


Schedule
A


(to Third Supplement to Master Note Purchase
Agreement)


 




    	 



    	 



    

 


	Name
        of and Address

        of
        Purchaser
	 	Tranche

of
Notes	 	Principal
        Amount 

        of
        Notes to be 

        Purchased

	 	 	 	 	 
	
        The Northwestern
        Mutual Life Insurance

        Company for its Group Annuity Separate

        Account

        720 East Wisconsin Avenue

        Milwaukee, Wisconsin 53202
	 	B	 	$1,700,000


  




    	A-2



    	 



    

 


	Name
        of and Address

        of
        Purchaser
	 	Tranche

of
Notes	 	Principal
        Amount

        of
        Notes to be 

        Purchased

	 	 	 	 	 
	
        American General Life Insurance Company

        c/o AIG Asset Management (U.S.), LLC

        2929 Allen Parkway, Suite A36-01

        Houston, Texas 77019
	 	B	 	$45,000,000


  




    	A-3



    	 



    

 


	Name of and Address

of Purchaser	Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        The Variable Annuity Life Insurance Company

        c/o AIG Asset Management (U.S.), LLC

        2929 Allen Parkway, Suite A36-01

        Houston, Texas 77019
	B	$20,000,000


  




    	A-4



    	 



    

 


	
        Name
        of and Address

        of
        Purchaser
	Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        The United States
        Life Insurance Company in the 

City of New York

        c/o AIG Asset Management (U.S.), LLC

        2929 Allen Parkway, Suite A36-01

        Houston, Texas 77019
	B	$10,000,000


  




    	A-5



    	 



    

 


	Name of and Address

of Purchaser	Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        Jackson National Life Insurance Company

        One Corporate Way

        Lansing, Michigan 48951
	B	$20,000,000


  




    	A-6



    	 



    

 


	Name of and Address

of Purchaser	Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        Jackson National Life Insurance Company

        One Corporate Way

        Lansing, Michigan 48951
	B	$20,000,000


  




    	A-7



    	 



    

 


	Name
        of and Address

        of
        Purchaser 
	Tranche

        of Notes 
	Principal
        Amount

        of Notes to be

        Purchased 

	
        Jackson National Life Insurance Company

        One Corporate Way

        Lansing, Michigan 48951
	B	$15,000,000


  




    	A-8



    	 



    

 


	Name
        of and Address

        of
Purchaser 
	Tranche

of Notes 
	Principal
Amount 

of Notes to be 

Purchased 

	
        State Farm Life Insurance Company

        One State Farm Plaza

        Bloomington, Illinois 61710
	
        A

        B
	
        $14,000,000

        $34,000,000



 




    	A-9



    	 



    

 


	Name
        of and Address

        of
        Purchaser
	Tranche

    of Notes	Principal
    Amount 

of Notes to be

 Purchased
	State Farm Life and Accident Assurance Company	A	$1,000,000
	One State Farm Plaza	B	$1,000,000
	Bloomington, Illinois 61710	 	 


 




    	A-10



    	 



    

 


	Name
        of and Address

        of
        Purchaser
	Tranche

    of Notes	Principal
    Amount 

of Notes to be

 Purchased
	
        AXA Equitable Life Insurance Company

        525 Washington Blvd., 34th Floor

        Jersey City, New Jersey 07310

        Attention:Lynn Garofalo

        Telephone Number: (201) 743-6634
	B	$29,000,000


 




    	A-11



    	 



    

 


	Name
        of and Address

        of
        Purchaser
	Tranche

    of Notes	Principal
    Amount 

of Notes to be

 Purchased
	
        AXA Equitable Life Insurance Company

        525 Washington Blvd., 34th Floor

        Jersey City, New Jersey 07310

        Attention: Lynn Garofalo

        Telephone Number: (201) 743-6634
	
        B

         
	$3,000,000


  




    	A-12



    	 



    

 


	Name
        of and Address

        of
        Purchaser
	Tranche

    of Notes	Principal
    Amount 

of Notes to be 

Purchased
	
        Horizon Blue Cross Blue Shield of New Jersey

        c/o Alliance Capital Management

        1345 Avenue of the Americas

        New York, NY 10105

        Attention:Angel Salazar/Cosmo Valente,

        Insurance Operations

        Telephone Numbers: 212-969-2491 or 212-969-6384
	B	$3,000,000


  




    	A-13



    	 



    

 


	Name
                           of and Address

        of
        Purchaser
	Tranche

    of Notes	Principal
    Amount 

of Notes to be 

Purchased
	
        Genworth Mortgage
        Insurance Corporation

        c/o Genworth Financial, Inc.

        3001 Summer Street

        Stamford, Connecticut 06905
	A	
        $5,000,000

        $5,000,000



  




    	A-14



    	 



    

 





	

Name of and Address

of Purchaser	
 Tranche

of Notes

	Principal Amount

of Notes to be

Purchased




	
        Genworth Life and Annuity Insurance Company

        c/o Genworth Financial, Inc.

        3001 Summer Street

        Stamford, Connecticut 06905
	A	$7,000,000





   




    	A-15



    	 



    

 





	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        Genworth Life and
        Annuity Insurance Company

        c/o Genworth Financial, Inc.

        3001 Summer Street

        Stamford, Connecticut 06905
	A	$3,000,000


   




    	A-16



    	 



    

  


	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        Genworth Life and
        Annuity Insurance Company

        c/o Genworth Financial, Inc.

        3001 Summer Street

        Stamford, Connecticut 06905
	B	$5,000,000


  




    	A-17



    	 



    

  


	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        Genworth Life and
        Annuity Insurance Company

        c/o Genworth Financial, Inc.

        3001 Summer Street

        Stamford, Connecticut 06905
	B	$5,000,000


  




    	A-18



    	 



    

  


	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        RiverSource Life Insurance Company (942)

        Columbia Management Investment Advisers, LLC

        Attention: Fixed Income Investment Department –

        Private Placements

        216 Ameriprise Financial Center

        Minneapolis, MN 55474

        Telephone: 612-671-2400

        Facsimile: 612-671-2180
	A	$20,000,000


  




    	A-19



    	 



    

  


	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        RiverSource Life Insurance Company (945)

        Columbia Management Investment Advisers, LLC

        Attention: Fixed Income Investment Department –

        Private Placements

        216 Ameriprise Financial Center

        Minneapolis, MN 55474

        Telephone: 612-671-2400

        Facsimile: 612-671-2180
	A	$5,000,000


  




    	A-20



    	 



    

  


	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        RiverSource Life Insurance Company (944)

        Columbia Management Investment Advisers, LLC

        Attention: Fixed Income Investment Department –

        Private Placements

        216 Ameriprise Financial Center

        Minneapolis, MN 55474

        Telephone: 612-671-2400

        Facsimile: 612-671-2180
	A	$3,000,000


  




    	A-21



    	 



    

  


	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        RiverSource Life Insurance Company (902)

        Columbia Management Investment Advisers, LLC

        Attention: Fixed Income Investment Department –

        Private Placements

        216 Ameriprise Financial Center

        Minneapolis, MN 55474

        Telephone: 612-671-2400

        Facsimile: 612-671-2180
	A	$2,000,000


  




    	A-22



    	 



    

  


	

Name of and Address

of Purchaser	

Tranche

of Notes	Principal Amount

of Notes to be

Purchased
	 	 	 
	
        Principal Life Insurance Company

        Principal Global Investors, LLC

        ATTN: Fixed Income Private Placements

        711 High Street, G-26

        Des Moines, IA 50392-0800

        Email: Privateplacements2@exchange.principal.com
	
        A

        A

        A

        A

        A

        B

        B

        B

        B

        B

        B
	
        $2,000,000

        $2,000,000

        $1,000,000

        $1,000,000

        $1,000,000

        $5,000,000

        $3,000,000

        $2,000,000

        $2,000,000

        $2,000,000

        $1,000,000



  




    	A-23



    	 



    

  


	Name of and Address

    of Purchaser	Tranche

    of Notes	Principal Amount

    of Notes to be

    Purchased
	 	 	 
	
        Principal Life Insurance Company

        Principal Global Investors, LLC

        ATTN: Fixed Income Private Placements

        711 High Street, G-26

        Des Moines, IA 50392-0800

        Email: Privateplacements2@exchange.principal.com
	
        A

        B
	
        $3,000,000

        $5,000,000



  




    	A-24



    	 



    

  


	Name
        of and Address

        of
        Purchaser
	Tranche

    of Notes	Principal
    Amount

of Notes to be

Purchased
	 	 	 
	
        Modern Woodmen of America

        Attn: Investment Department

        1701 First Avenue

        Rock Island, IL 61201

        investments@modern-woodmen.org

        Fax: (309) 793-5574
	B	$20,000,000


  




    	A-25



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Voya Retirement Insurance and Annuity Company

        Voya Investment Management LLC

        5780 Powers Ferry Road NW, Suite 300

        Atlanta, GA 30327-4347

        Attn: Private Placements

        Fax: (770) 690-5342
	A	$8,400,000


  




    	A-26



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Voya Insurance and Annuity Company

        Voya Investment Management LLC

        5780 Powers Ferry Road NW, Suite 300

        Atlanta, GA 30327-4347

        Attn: Private Placements

        Fax: (770) 690-5342
	A	$6,400,000


  




    	A-27



    	 



    

 


	
        

        Name of and Address

        of
        Purchaser

         
	
        

        Tranche

        of Notes

         
	
        Principal
        Amount

of Notes to be

Purchased

         

	
        Security Life of Denver Insurance Company

        Voya Investment Management LLC

        5780 Powers Ferry Road NW, Suite 300

        Atlanta, GA 30327-4347

        Attn: Private Placements

        Fax: (770) 690-5342
	A	$2,000,000


  




    	A-28



    	 



    

 


	

                                         Name
                                         of and Address

        of
        Purchaser

         
	

                                         Tranche

                                         of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Voya Insurance and Annuity Company

        Voya Investment Management LLC

        5780 Powers Ferry Road NW, Suite 300

        Atlanta, GA 30327-4347

        Attn: Private Placements

        Fax: (770) 690-5342
	A	$1,900,000


  




    	A-29



    	 



    

 


	

                                         Name
                                         of and Address

        of
        Purchaser

         
	

                                         Tranche

                                         of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Reliastar Life Insurance Company

        Voya Investment Management LLC

        5780 Powers Ferry Road NW, Suite 300

        Atlanta, GA 30327-4347

        Attn: Private Placements

        Fax: (770) 690-5342
	A	$1,200,000


  




    	A-30



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
                           Amount

of Notes to be

Purchased

         

	
        Security Life of Denver Insurance Company

        Voya Investment Management LLC

        5780 Powers Ferry Road NW, Suite 300

        Atlanta, GA 30327-4347

        Attn: Private Placements

        Fax: (770) 690-5342
	A	$100,000


  




    	A-31



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        American United Life Insurance Company

        Attention: Mike Bullock, Securities Department

        One American Square, Suite 305W

        Post Office Box 368

        Indianapolis, Indiana 46206
	
        A

        B
	
        $3,000,000

        $8,000,000



  




    	A-32



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        The State Life Insurance Company

        c/o
        American United Life Insurance Company

        Attention: Mike Bullock, Securities Department

        One American Square, Suite 305W

        Post Office Box 368

        Indianapolis, Indiana 46206
	B	$7,000,000


  




    	A-33



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        National Life Insurance
        Company

        One National Life Drive

        Montpelier, Vermont 05604

        Attention: Private Placements

        Fax Number: (802) 223-9332

        E-mail: privateinvestments@sentinelinvestments.com
	
        A

        B
	
        $3,000,000

        $5,000,000



  




    	A-34



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        National Life Insurance
        Company

        One National Life Drive

        Montpelier, Vermont 05604

        Attention: Private Placements

        Fax Number: (802) 223-9332

        E-mail: privateinvestments@sentinelinvestments.com
	B	$4,000,000


  




    	A-35



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Life Insurance Company
        of the Southwest

        c/o National Life Insurance Company

        One National Life Drive

        Montpelier, Vermont 05604

        Attention: Private Placements

        Fax Number: (802) 223-9332

        E-mail: privateinvestments@sentinelinvestments.com
	B	$6,000,000


  




    	A-36



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Woodmen of the World
        Life Insurance Society

        Attn: Kim Parrott

        1700 Farnam Street

        Omaha, Nebraska 68102

        kparrott@woodmen.org
	B	
        $10,000,000

         



  




    	A-37



    	 



    

 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        American Family Life Insurance Company

        6000 American Parkway

        Madison, Wisconsin 53783-0001

        Attention: Investment Division-Private Placements
	
        A

        B
	
        $1,500,000

        $3,750,000



 






    	A-38



    	 



    

 





	
        

        Name of and Address

        of
        Purchaser

         
	
        

        Tranche

        of Notes

         
	
        Principal
        Amount

        of Notes to be

        Purchased

         

	
        American Family Life
        Insurance Company

        6000 American Parkway

        Madison, Wisconsin 53783-0001

        Attention: Investment Division-Private Placements
	
        A

        B
	
        $400,000   

        $1,000,000





  






    	A-39



    	 



    



 


	

                           Name of and Address

        of
        Purchaser

         
	

                           Tranche

                           of Notes

         
	Principal
                           Amount

                           of Notes to be

                           Purchased

         

	
        American Family Life Insurance Company

        6000 American Parkway

        Madison, Wisconsin 53783-0001

        Attention: Investment Division-Private Placements
	
        A

        B
	
        $100,000

        $250,000



  




    	A-40



    	 



    

  


	

                                         Name
                                         of and Address

        of
        Purchaser

         
	

                                         Tranche

                                         of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Travelers Casualty
        and Surety Company of America

        c/o The Travelers Companies, Inc.

        Attn: Fixed Income Dept

        385 Washington Street

        St. Paul, Minnesota 55102-1396

        E-mail: fixedincomeinvestments@travelers.com
	B	$7,000,000


  




    	A-41



    	 



    

 


	

                                         Name
                                         of and Address

        of
        Purchaser

         
	

                                         Tranche

                                         of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Southern Farm Bureau Life Insurance Company

        1401 Livingston Lane

        Jackson, MS 39213

        Attn: Investment Department
	
        A

        B
	
        $2,000,000

        $3,000,000



  




    	A-42



    	 



    

  


	

                                         Name
                                         of and Address

        of
        Purchaser

         
	

                                         Tranche

                                         of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Country Life Insurance Company

        1705 N Towanda Avenue

        Bloomington, Illinois 61702

        Attention: Investments

        Telephone: (309) 821-6260; Fax: (309) 821-6301

        PrivatePlacements@countryfinancial.com
	B	$4,000,000


  




    	A-43



    	 



    

 


	

                                         Name
                                         of and Address

        of
        Purchaser

         
	

                                         Tranche

                                         of Notes

         
	Principal
        Amount

of Notes to be

Purchased

         

	
        Country Mutual Insurance Company

        1705 N Towanda Avenue

        Bloomington, Illinois 61702

        Attention: Investments

        Telephone: (309) 821-6260; Fax: (309) 821-6301

        PrivatePlacements@countryfinancial.com
	B	$1,000,000


 




    	A-44



    	 



    

 


Supplemental Representations


 


Each Obligor represents
and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties
set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect
to the Series 2015A Notes with the same force and effect as if each reference to “Series 2008A Notes” set forth
therein was modified to refer to the “Series 2015A Notes” and each reference to “this Agreement” therein
was modified to refer to the Note Purchase Agreement as supplemented by the First Supplement, the Second Supplement and the Third
Supplement. Capitalized terms used herein without definition herein or in the First Supplement or the Second Supplement have the
respective meanings ascribed to them in the Note Purchase Agreement. The Section references hereinafter set forth correspond to
the similar sections of the Note Purchase Agreement, where similar sections exist, which are supplemented hereby:


 


Section 5.1.Organization; Power
and Authority. Each Obligor is a corporation, partnership, limited liability company or similar business entity duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Each Obligor has the corporate (or equivalent company or partnership) power and authority to
own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes
to transact, to execute and deliver this Supplement and the Series 2015A Notes and to perform the provisions hereof and thereof.


 


Section 5.3.Disclosure.
The Private Placement Memorandum dated May 2015, including the filings made by the Company with the U.S. Securities and Exchange
Commission that are incorporated therein by reference (collectively, the “Memorandum”) fairly describes, in
all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. The Note
Purchase Agreement (as amended and supplemented to date), the Memorandum and the documents, certificates or other writings delivered
to the Purchasers by or on behalf of the Obligors in connection with the transactions contemplated hereby, and the financial statements
described on Schedule 5.5 to the Third Supplement (the Note Purchase Agreement, the Memorandum and such documents, certificates
or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure
Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except
as disclosed in the Disclosure Documents, since December 31, 2014, there has been no change in the financial condition, operations,
business, properties or prospects of the Company or any of its Subsidiaries except changes that individually or in the aggregate
would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Obligors that would reasonably
be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.


 





Exhibit
A


(to Third Supplement to Master Note Purchase Agreement)




  




    	 



    	 



    

  


Section 5.4.Organization
and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 to the Third Supplement contains (except as
noted therein) complete and correct lists of: (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the correct
name thereof and the jurisdiction of its organization, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii)
the Company’s directors and senior officers. Each of the Obligors (other than the Company) are wholly-owned by the Company,
either directly or indirectly through one or more wholly-owned Subsidiaries.


 


(b)All of the outstanding shares
of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 to the Third Supplement as being owned
by the Obligors have been validly issued, are fully paid and nonassessable and are owned by the Company or another Obligor free
and clear of any Lien (except as otherwise disclosed in Schedule 5.4 to the Third Supplement).


 


(c)No Subsidiary is a party to,
or otherwise subject to any legal, regulatory, contractual or other restriction (other than the Note Purchase Agreement, the Bank
Credit Agreement, the agreements listed on Schedule 5.4 to the Third Supplement and customary limitations imposed by corporate
law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions
of profits to the Obligors or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests
of such Subsidiary.


 


Section 5.5.Financial Statements;
Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its
Subsidiaries described on Schedule 5.5 to the Third Supplement. All of said financial statements (including in each case the related
schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries
as of the respective dates specified therein and the consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The
Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise
disclosed in the Disclosure Documents.


 


Section 5.9.Taxes. The Obligors
have filed all tax returns that are required to have been filed in any jurisdiction (unless, and only to the extent that, such
Obligor has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes), and have
paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties,
assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii)
the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect
to which any Obligor or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. None of the
Obligors knows of any basis for any other tax or assessment that would reasonably be expected to have a Material Adverse Effect.
The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes
for all fiscal periods are adequate. The Federal income tax liabilities of Obligors have been finally determined (whether by reason
of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31,
2010.


 




    	A-2



    	 



    

  


Section 5.13. Private Offering
by the Obligors. None of the Obligors nor anyone acting on its behalf has offered the Series 2015A Notes, or any securities
required to be integrated under any federal or state securities laws, for sale to, or solicited any offer to buy any of the same
from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than
60 other Institutional Investors, each of which has been offered the Series 2015A Notes at a private sale for investment. None
of the Obligors nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of
the Series 2015A Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements
of any securities or blue sky laws of any applicable jurisdiction.


 


Section 5.14.Use of Proceeds;
Margin Regulations. The Obligors will apply the proceeds of the sale of the Series 2015A Notes to refinance existing Indebtedness
and for general corporate purposes of the Obligors, which may include acquisitions. No part of the proceeds from the sale of the
Series 2015A Notes pursuant to the Third Supplement will be used, directly or indirectly, for the purpose of buying or carrying
any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for
the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Obligors in a violation
of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries
and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets.
As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall
have the meanings assigned to them in said Regulation U.


 


Section 5.15.Existing Indebtedness.
Except as described therein, Schedule 5.15 to the Third Supplement sets forth a complete and correct list of all outstanding Indebtedness
of the Company and its Subsidiaries as of May 31, 2015 (including a description of the obligors and obligees, principal amount
outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change
in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Obligors. None of
the Obligors is in default, and no waiver of default is currently in effect, in the payment of any principal or interest on any
Indebtedness of any Obligor, and no event or condition exists with respect to any Indebtedness of any Obligor that, in each case,
(i) has existed for such period of time as would permit (after the giving of appropriate notice, if required) one or more Persons
to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment
and (ii) would reasonably be expected to have a Material Adverse Effect.


 


(b)Except as disclosed in Schedule 5.15
to the Third Supplement, none of the Obligors has agreed or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by
Section 10.2.


 




    	A-3



    	 



    

  


(c)None
of the Obligors are a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of any
Obligor, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational
document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except
the Bank Credit Agreement and as otherwise specifically indicated in Schedule 5.15 to the Third Supplement.


 




    	A-4



    	 



    

 


SCHEDULE 5.4


 


Subsidiaries


 


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	ACE SOLID WASTE, INC.	Minnesota	Corporation
	ADVANCED SYSTEMS PORTABLE RESTROOMS, INC. 	Oregon	Corporation
	Alaska Waste-Interior, LLC	Alaska	Limited Liability Company
	Alaska waste-kenai Peninsula, llc	Alaska	Limited Liability Company
	alaska waste mat-su, LLC	Alaska	Limited Liability Company
	AMERICAN DISPOSAL COMPANY, INC.	Washington	Corporation
	ANDERSON COUNTY LANDFILL, INC.	Delaware	Corporation
	ANDERSON REGIONAL LANDFILL, LLC	Delaware 	Limited Liability Company
	ARKANSAS RECLAMATION COMPANY, LLC	Arkansas	Limited Liability Company
	AUSTIN LANDFILL HOLDINGS, INC.	Delaware	Corporation
	BISON BUTTE ENVIRONMENTAL, LLC	Minnesota	Limited Liability Company
	BITUMINOUS RESOURCES, INC.	Kentucky	Corporation
	BRENT RUN LANDFILL, INC.	Delaware	Corporation
	BROADACRE LANDFILL, INC.	Colorado	Corporation
	BUTLER COUNTY LANDFILL, INC.	Nebraska	Corporation
	CALPET, LLC	Wyoming	Limited Liability Company
	CAMINO REAL ENVIRONMENTAL CENTER, INC. 	New Mexico	Corporation
	CAPITAL REGION LANDFILLS, INC.	New York	Corporation
	Carpenter Waste Holdings, LLC	New York	Limited Liability Company
	CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC.	North Carolina	Corporation


 





Schedule
5.4


(to Third Supplement to Master Note Purchase
Agreement)







 




    	 



    	 



    

  


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	CHIMNEY BUTTE ENVIRONMENTAL L.L.C.	Minnesota	Limited Liability Company
	CHIQUITA CANYON, INC.	Delaware	Corporation
	CHIQUITA CANYON, LLC	Delaware 	Limited Liability Company
	CLAY BUTTE ENVIRONMENTAL, LLC	Minnesota	Limited Liability Company
	Clifton Organics, LLC	New York	Limited Liability Company
	COLD CANYON LAND FILL, INC.	California	Corporation
	COLUMBIA RESOURCE CO., L.P.	Washington	Limited Partnership
	COLUMBIA RIVER DISPOSAL, INC.	Washington	Corporation
	COMMUNITY REFUSE DISPOSAL INC.	Nebraska	Corporation
	CONTRACTORS WASTE SERVICES, INC.	Kentucky	Corporation
	CORRAL DE PIEDRA LAND COMPANY	California	Corporation
	County Waste — Ulster, LLC	New York	Limited Liability Company
	COUNTY WASTE AND RECYCLING SERVICE, INC.	New York	Corporation
	COUNTY WASTE TRANSFER CORP.	New York	Corporation
	CRI HOLDINGS, LLC	Delaware	Limited Liability Company
	CURRY TRANSFER & RECYCLING, INC.	Oregon	Corporation
	CWI ACQUISITION, LLC	North Carolina	Limited Liability Company
	D. M. DISPOSAL CO., INC.	Washington	Corporation
	DELTA CONTRACTS, LLC	Delaware	Limited Liability Company
	DENVER REGIONAL LANDFILL, INC.	Colorado	Corporation
	DIVERSIFIED BUILDINGS, L.L.C.	Kansas	Limited Liability Company
	DNCS PROPERTIES, LLC	Arizona	Limited Liability Company


 




    	5.4-6



    	 



    

 


 


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	EAGLE FORD RECLAMATION COMPANY, LLC	Texas	Limited Liability Company
	EL PASO DISPOSAL, LP	Texas	Limited Partnership
	ELKO SANITATION COMPANY	Nevada	Corporation
	EMPIRE DISPOSAL, INC.	Washington	Corporation
	ENTECH ALASKA LLC	Alaska	Limited Liability Company
	ENVIRONMENTAL TRUST COMPANY	Tennessee	Corporation
	EVERGREEN DISPOSAL, INC.	Montana	Corporation
	FINLEY-BUTTES LIMITED PARTNERSHIP	Oregon	Limited Partnership
	FINNEY COUNTY LANDFILL, INC.	Delaware	Corporation
	Fort Ann Transfer Station, LLC	New York	Limited Liability Company
	FRONT RANGE LANDFILL, INC.	Delaware	Corporation
	G & P DEVELOPMENT, INC.	Nebraska	Corporation
	GBUSA HOLDINGS, LLC	North Carolina	Limited Liability Company
	GOD BLESS THE USA, INCORPORATED	North Carolina	Corporation
	GREEN WASTE SOLUTIONS OF ALASKA, LLC	Alaska	Limited Liability Company
	HARDIN SANITATION, INC.	Idaho	Corporation
	HAROLD LEMAY ENTERPRISES, INCORPORATED	Washington	Corporation
	HIGH DESERT SOLID WASTE FACILITY, INC.	New Mexico	Corporation
	HUDSON VALLEY WASTE HOLDING, INC.	Delaware	Corporation
	ISLAND DISPOSAL, INC. 	Washington	Corporation
	J BAR J LAND, INC.	Nebraska	Corporation
	LACASSINE HOLDINGS, L.L.C.	Louisiana	Limited Liability Company
	LAKESHORE DISPOSAL, INC.	Idaho	Corporation
	LAUREL RIDGE LANDFILL, L.L.C.	Delaware	Limited Liability Company


 




    	5.4-7



    	 



    

 


 


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	LEALCO, INC.	Texas	Corporation
	LFC, INC.	Delaware	Corporation
	LIGHTNING BUTTE ENVIRONMENTAL, LLC	Minnesota	Limited Liability Company
	LOUISIANA RECLAMATION COMPANY, L.L.C.	Louisiana	Limited Liability Company
	MADERA DISPOSAL SYSTEMS, INC.	California	Corporation
	MAMMOTH DISPOSAL COMPANY	California	Corporation
	MANAGEMENT ENVIRONMENTAL NATIONAL, INC.	Washington	Corporation
	MASON COUNTY GARBAGE CO., INC. 	Washington	Corporation
	MBO, LLC	Delaware	Limited Liability Company
	MDSI OF LA, INC. 	California	Corporation
	MILLENNIUM WASTE INCORPORATED	Indiana	Corporation
	MISSION COUNTRY DISPOSAL	California	Corporation
	MORRO BAY GARBAGE SERVICE	California	Corporation
	MURREY’S DISPOSAL COMPANY, INC.	Washington	Corporation
	NEBRASKA ECOLOGY SYSTEMS, INC.	Nebraska	Corporation
	NOBLES COUNTY LANDFILL, INC.	Minnesota	Corporation
	NORTHWEST CONTAINER SERVICES, INC.	Oregon	Corporation
	OKLAHOMA CITY WASTE DISPOSAL, INC.	Oklahoma	Corporation
	OKLAHOMA LANDFILL HOLDINGS, INC.	Delaware	Corporation
	OSAGE LANDFILL, INC.	Oklahoma	Corporation
	PIERCE COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC	Washington	Limited Liability Company
	POTRERO HILLS LANDFILL, INC.	California 	Corporation
	PRAIRIE DISPOSAL, LLC	North Dakota	Limited Liability Company
	PRAIRIE LIQUIDS, LLC	Delaware 	Limited Liability Company
	PSI ENVIRONMENTAL SERVICES, INC.	Indiana	Corporation
	PSI ENVIRONMENTAL SYSTEMS, INC.	Indiana	Corporation


 




    	5.4-8



    	 



    

 


 


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	R.A. BROWNRIGG INVESTMENTS, INC. 	Oregon	Corporation
	R.J.C. TRUCKING CO.	Oregon	Corporation
	R360 ARTESIA, LLC	Delaware	Limited Liability Company
	R360 CLACO, LLC	Delaware	Limited Liability Company
	R360 ENVIRONMENTAL SOLUTIONS, LLC	Delaware	Limited Liability Company
	R360 ENVIRONMENTAL SOLUTIONS HOLDINGS, INC.	Delaware	Corporation
	R360 ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC	Delaware	Limited Liability Company
	R360 ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC	Delaware	Limited Liability Company
	R360 ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC	Delaware	Limited Liability Company
	R360 ES HOLDINGS, INC.	Delaware	Corporation
	R360 HITCHCOCK, LLC	Delaware	Limited Liability Company
	R360 LOGISTICS, LLC	Delaware	Limited Liability Company
	R360 OKLAHOMA, LLC	Delaware	Limited Liability Company
	R360 PERMIAN BASIN, LLC	New Mexico	Limited Liability Company
	R360 RED BLUFF, LLC	Texas	Limited Liability Company
	R360 SHUTE CREEK, LLC	Delaware	Limited Liability Company
	R360 SILO, LLC	Delaware	Limited Liability Company
	R360 WILLISTON BASIN, LLC	Delaware	Limited Liability Company
	RAILROAD AVENUE DISPOSAL, LLC	Delaware	Limited Liability Company
	RED CARPET LANDFILL, INC.	Oklahoma	Corporation


 




    	5.4-9



    	 



    

 


 


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	RENSSELAER REGION LANDFILLS, INC.	Delaware	Corporation
	RH FINANCIAL CORPORATION	Washington	Corporation
	RICH VALLEY, LLC	Minnesota	Limited Liability Company
	RKS HOLDING, CORP.	New York	Corporation
	S.A. DUNN & COMPANY, LLC	New York	Limited Liability Company
	SAN LUIS GARBAGE COMPANY	California	Corporation
	SANIPAC, INC.	Oregon	Corporation
	SCOTT SOLID WASTE DISPOSAL COMPANY	Tennessee	Corporation
	SCOTT WASTE SERVICES, LLC	Kentucky	Limited Liability Company
	SEABREEZE RECOVERY, INC.	Delaware	Corporation
	SECTION 18, LLC	Minnesota	Limited Liability Company
	SEDALIA LAND COMPANY	Colorado	Corporation
	SHALE GAS SERVICES, LLC	Arkansas	Limited Liability Company
	Sierra Holding Group, LLC	New York	Limited Liability Company
	Sierra Processing, LLC	New York	Limited Liability Company
	SILVER SPRINGS ORGANICS L.L.C.	Washington	Limited Liability Company
	SJ RECLAMATION, INC.	Delaware	Corporation
	SKB (AUSTIN) ENVIRONMENTAL, LLC	Minnesota	Limited Liability Company
	SKB ENVIRONMENTAL, INC.	Minnesota	Corporation
	SKB RECYCLING, LLC	Minnesota	Limited Liability Company
	SMOKY BUTTE ENVIRONMENTAL, LLC	Minnesota	Limited Liability Company
	SOUTH COUNTY SANITARY SERVICE, INC.	California	Corporation
	Sterling Avenue Properties, LLC	New York	Limited Liability Company


 




    	5.4-10



    	 



    

  


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	STUTZMAN REFUSE DISPOSAL INC.	Kansas	Corporation
	TACOMA RECYCLING COMPANY, INC.	Washington	Corporation
	TENNESSEE WASTE MOVERS, INC.	Delaware	Corporation
	THUNDER BUTTE ENVIRONMENTAL, LLC	Minnesota	Limited Liability Company
	US LIQUIDS OF LA, L.P.	Delaware 	Limited Partnership
	VOORHEES SANITATION, L.L.C. 	Idaho	Limited Liability Company
	WASCO COUNTY LANDFILL, INC.	Delaware	Corporation
	WASTE CONNECTIONS MANAGEMENT SERVICES, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF ALABAMA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF ALASKA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF ARIZONA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF ARKANSAS, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF CALIFORNIA, INC.	California	Corporation
	WASTE CONNECTIONS OF COLORADO, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF GEORGIA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF IDAHO, INC.	Indiana	Corporation
	WASTE CONNECTIONS OF ILLINOIS, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF IOWA, INC.	Iowa	Corporation
	WASTE CONNECTIONS OF KANSAS, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF KENTUCKY, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF LEFLORE, LLC	Mississippi	Limited Liability Company
	WASTE CONNECTIONS OF LOUISIANA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF MINNESOTA, INC.	Minnesota	Corporation
	WASTE CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC	Mississippi	Limited Liability Company
	WASTE CONNECTIONS OF MISSISSIPPI, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF MONTANA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF NEBRASKA, INC.	Delaware	Corporation


 




    	5.4-11



    	 



    

  


	Name of Subsidiary	STATE OF

FORMATION	ENTITY TYPE
	WASTE CONNECTIONS OF NEW MEXICO, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF NORTH CAROLINA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF NORTH DAKOTA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF OKLAHOMA, INC.	Oklahoma	Corporation
	WASTE CONNECTIONS OF OREGON, INC.	Oregon	Corporation
	WASTE CONNECTIONS OF SOUTH CAROLINA, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF SOUTH DAKOTA, INC.	South Dakota	Corporation
	WASTE CONNECTIONS OF TENNESSEE, INC. 	Delaware	Corporation
	WASTE CONNECTIONS OF TEXAS, LLC	Delaware	Limited Liability Company
	WASTE CONNECTIONS OF THE CENTRAL VALLEY, INC.	California	Corporation
	WASTE CONNECTIONS OF UTAH, INC.	Delaware	Corporation
	WASTE CONNECTIONS OF WASHINGTON, INC.	Washington	Corporation
	WASTE CONNECTIONS OF WYOMING, INC.	Delaware	Corporation
	WASTE CONNECTIONS TRANSPORTATION COMPANY, INC.	Oregon	Corporation
	WASTE REDUCTION SERVICES, L.L.C.	Oregon	Limited Liability Company
	WASTE SERVICES OF N.E. MISSISSIPPI, INC.	Mississippi	Corporation
	WASTE SOLUTIONS GROUP OF SAN BENITO, LLC	Delaware	Limited Liability Company
	WCI AUSTIN LANDFILL, LLC	Minnesota	Limited Liability Company
	WCI-WHITE OAKS LANDFILL, INC.	Delaware	Corporation
	WEST BANK ENVIRONMENTAL SERVICES, INC.	Indiana	Corporation
	WEST COAST RECYCLING AND TRANSFER, INC. 	Oregon	Corporation
	WYOMING ENVIRONMENTAL SERVICES, INC.	Indiana	Corporation
	YAKIMA WASTE SYSTEMS, INC.	Washington	Corporation


 








    	5.4-12



    	 



    







 


Excluded
Subsidiaries


 





	COMPANY	STATE OF

FORMATION	ENTITY TYPE
	ECOSORT, L.L.C.	Oregon	Limited Liability Company
	WEST VALLEY COLLECTION & RECYCLING, LLC	California	Limited Liability Company







 


Affiliates


 


None.


 




    	5.4-13



    	 



    

 


Officers
of Waste Connections, Inc.


 


	Name	 	Office
	Ronald J. Mittelstaedt	 	Chairman and Chief Executive Officer
	Steven F. Bouck	 	President
	Worthing F. Jackman	 	Executive Vice President and Chief Financial Officer
	Darrell W. Chambliss	 	Executive Vice President and Chief Operating Officer
	David G. Eddie	 	Senior Vice President Chief Accounting Officer
	David M. Hall	 	Senior Vice President – Sales and Marketing
	James M. Little	 	Senior Vice President – Engineering and Disposal
	Patrick J. Shea	 	Senior Vice President, General Counsel and Secretary
	Eric O. Hansen	 	Vice President – Chief Information Officer
	Matthew S. Black	 	Vice President and Chief Tax Officer
	Robert M. Cloninger	 	Vice President, Deputy General Counsel and Assistant Secretary
	Susan R. Netherton	 	Vice President – People, Training and Development
	Scott I. Schreiber	 	Vice President – Disposal Operations
	Gregory Thibodeaux	 	Vice President – Maintenance and Fleet Management
	Mary Anne Whitney	 	Vice President – Finance
	Richard K. Wojahn	 	Vice President – Business Development


 


Directors
of Waste Connections, Inc.


 


Ronald J. Mittelstaedt


Robert H. Davis 

Edward E. Guillet 

Michael W. Harlan 

William J. Razzouk


 




    	5.4-14



    	 



    




 


List
of Restrictive Agreements of any Subsidiary


Pursuant
to Section 5.4(c) as set forth in Exhibit A to the Third Supplement


 


		1.	None.



 




    	5.4-15



    	 



    

  


SCHEDULE 5.5


 


Financial
Statements


 


		1.	Financial Statements set forth
in the Company’s Form 10-Q for the period ended March 31, 2015.



		2.	Financial Statements set forth
in the Company’s Form 10-K for the period ended December 31, 2014.



		3.	Financial Statements set forth
in the Company’s Form 10-K for the period ended December 31, 2013.



		4.	Financial Statements set forth
in the Company’s Form 10-K for the period ended December 31, 2012.



		5.	Financial Statements set forth
in the Company’s Form 10-K for the period ended December 31, 2011.



		6.	Financial Statements set forth
in the Company’s Form 10-K for the period ended December 31, 2010.



 





Schedule
5.5


(to Third Supplement to Master Note Purchase
Agreement)




 




    	 



    	 



    

  


SCHEDULE 5.15



Existing Indebtedness


 





	Lender	Borrower	Principal
Amount

Outstanding

(US$)	Present
    Value (US$)	Collateral	Guaranty
    Other
 than Obligor
	Credit
    Facility Banks	Waste
    Connections, Inc.	506,000,000	506,000,000	Unsecured	 
	Term
    Loan Facility Banks	Waste
    Connections, Inc.	800,000,000	800,000,000	 	 
	California
    Pollution Control Financing Authority	Waste
    Connections, Inc.	15,500,000
    	15,500,000
	 	 
	Washington
    Economic Development Finance Authority	Harold
    LeMay Enterprises, Incorporated	15,930,000
	15,930,000
    	 	 
	SEI
    Solid Waste, Inc.	Waste
    Connections of California, Inc.	1,750,000	879,440
    	 	 
	Michael
    L. Zupan	Waste
    Connections of Colorado, Inc.	308,333	260,479	 	 
	Commencement
    Bay Guardianship Services	LeMay
    Enterprises, Inc.	854,075	659,832	 	 
	Antonio
    M. Totorica	Lakeshore
    Disposal, Inc.	17,500	16,355	All
    Assets and Vehicles	 
	Brenda
    Totorica	Lakeshore
    Disposal, Inc.	17,500	16,355	All
    Assets and Vehicles	 










 


Schedule
5.15


(to Third Supplement to Master Note Purchase Agreement)




 






    	 



    	 



    




  





	Lender	Borrower	Principal
Amount

Outstanding

(US$)	Present
    Value (US$)	Collateral	Guaranty
    Other
 than Obligor
	Craig
    and Linda Van Bockern	Waste
    Connections of South Dakota, Inc.	200,000	164,171	 	 
	Stutzman
    Trusts	Waste
    Connections of Kansas, Inc.	1,000,000	1,000,000	 	 
	Paul
    and Brenda Pennington	Waste
    Connections of Tennessee, Inc.	725,000	599,671	Deed
    of Trust	 
	Blue
    Star Holdings, Inc.	Waste
    Connections, Inc.	2,150,000	1,063,483	 	 
	Private
    Placement Senior Note Holders	Waste
    Connections, Inc.	            175,000,000
    	            175,000,000
    	 	 
	Private
    Placement Senior Note Holders	Waste
    Connections, Inc.	      175,000,000
    	      175,000,000
    	 	 
	Private
    Placement Senior Note Holders	Waste
    Connections, Inc.	            250,000,000
    	            250,000,000
    	 	 
	Town
    of Colonie	Capital
    Regional Landfills, Inc.	2,875,000	2,808,132	 	 
	Adrian
    Holman and Bryce Karger	R360
    Permian Basin, LLC	7,500,000	5,088,322	 	 
	Total
    Existing Indebtedness	 	1,954,827,408	1,949,986,240	 	 










  




    	5.15-18



    	 



    

  


SCHEDULE 10.2



Existing Liens


 


See Schedule 5.15 for Indebtedness
secured by Collateral.


  


Schedule
10.2


(to Third Supplement to Master Note Purchase
Agreement)







 




    	 



    	 



    

  


[Form
of Tranche A Note]


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR
OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE UNDER SUCH ACT AND SUCH LAWS. EACH TRANSFEREE OF THIS
NOTE, BY ACCEPTANCE OF THIS NOTE REGISTERED IN ITS NAME (OR THE NAME OF ITS NOMINEE), WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS
SET FORTH IN THE AGREEMENT PURSUANT TO WHICH THIS NOTE WAS ISSUED.


 


Waste
Connections, Inc.

and its Subsidiaries


 


3.09%
Senior Note, Series 2015A, Tranche A, due August 20, 2022


 





	No. RA- [_____]	[Date]
	$[_______]	PPN [___________]




 





For
Value Received, each of the undersigned, Waste Connections, Inc. (herein called the “Company”), a corporation
organized and existing under the laws of Delaware, and its Subsidiaries signatory below, jointly and severally hereby promises
to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars
(or so much thereof as shall not have been prepaid) on August 20, 2022, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.09% per annum from the date hereof, payable
semiannually, on the 20th day of February and August in each year, commencing with February 20, 2016, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per
annum from time to time equal to the greater of (i) 5.09% or (ii) 2% over the rate of interest publicly announced by
JPMorgan Chase Bank, N.A., from time to time in New York, New York as its “base” or “prime” rate, payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).


 


Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the
United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as
the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred
to below.


 


Exhibit
1(a)


(to
Third Supplement to Master Note Purchase Agreement)


 




    	 



    	 



    

  


This
Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase
Agreement, dated as of July 15, 2008 (as from time to time amended, modified or supplemented, the “Note Purchase Agreement”),
between the Obligors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 of the Note Purchase Agreement
and paragraph 6 of the Third Supplement to Master Note Purchase Agreement dated as of June 11, 2015, between the Obligors and
the Purchasers named therein. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.


 


This
Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer,
accompanied by a written instrument of transfer duly executed by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any
notice to the contrary.


 


This
Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the
Note Purchase Agreement, but not otherwise.


 


If
an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in
the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This
Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed
by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	Waste Connections, Inc.
	 	[Names of other Obligors]
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




    	1(a)- 2



    	 



    

 


 


[Form
of Tranche B Note]


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR
OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER
SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE UNDER SUCH ACT AND SUCH LAWS. EACH TRANSFEREE OF THIS
NOTE, BY ACCEPTANCE OF THIS NOTE REGISTERED IN ITS NAME (OR THE NAME OF ITS NOMINEE), WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS
SET FORTH IN THE AGREEMENT PURSUANT TO WHICH THIS NOTE WAS ISSUED.


 


Waste
Connections, Inc.

and its Subsidiaries


 


3.41%
Senior Note, Series 2015A, Tranche B, due August 20, 2025


 





	No. RB- [_____]	[Date]
	$[_______]	PPN [___________]













 


For
Value Received, each of the undersigned, Waste Connections, Inc. (herein called the “Company”), a corporation
organized and existing under the laws of Delaware, and its Subsidiaries signatory below, jointly and severally hereby promises
to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars
(or so much thereof as shall not have been prepaid) on August 20, 2025, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.41% per annum from the date hereof, payable
semiannually, on the 20th day of February and August in each year, commencing with February 20, 2016, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per
annum from time to time equal to the greater of (i) 5.41% or (ii) 2% over the rate of interest publicly announced by
JPMorgan Chase Bank, N.A., from time to time in New York, New York as its “base” or “prime” rate, payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).


 


Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the
United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as
the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred
to below.


 


Exhibit
1(b)


(to Third Supplement
to Master Note Purchase Agreement)


 




    	 



    	 



    

  


This
Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase
Agreement, dated as of July 15, 2008 (as from time to time amended, modified or supplemented, the “Note Purchase Agreement”),
between the Obligors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 of the Note Purchase Agreement
and paragraph 6 of the Third Supplement to Master Note Purchase Agreement dated as of June 11, 2015, between the Obligors and
the Purchasers named therein. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.


 


This
Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer,
accompanied by a written instrument of transfer duly executed by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any
notice to the contrary.


 


This
Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the
Note Purchase Agreement, but not otherwise.


 


If
an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in
the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This
Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed
by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	Waste Connections, Inc.
	 	[Names of other Obligors]
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




    	1(b)- 2