Exhibit 4.7





Exhibit 4.7




EXECUTION COPY




AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT




This AMENDMENT NO. 3 TO MASTER NOTE PURCHASE AGREEMENT, dated as of October 12, 2011 (this
“Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the
“Company”), each Subsidiary of the Company from time to time party to the Existing Purchase
Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are
each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b)
each of the purchasers from time to time party to the Existing Purchase Agreement referred to below
(each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used
herein without definition shall have the meanings assigned to such terms in the Amended Purchase
Agreement (defined herein).



WHEREAS, the Obligors and the Purchasers are parties to that certain Master Note Purchase
Agreement, dated as of July 15, 2008, as amended by that certain Amendment No. 1 to Master Note
Purchase Agreement dated as of July 21, 2009 and that certain Amendment No. 2 to Master Note
Purchase Agreement dated as of November 24, 2010 (the “Existing Purchase Agreement”); and



WHEREAS, the Company and certain of its Subsidiaries have entered into that Amended and
Restated Credit Agreement, dated as of July 11, 2011 with Bank of America, N.A. which amends and
restates the Bank Credit Agreement (as defined in the Existing Purchase Agreement);



WHEREAS, the Obligors and the holders pursuant to Section 17.1(a) of the Existing Purchase
Agreement desire to amend certain provisions of the Existing Purchase Agreement to conform to
certain changes to the Bank Credit Agreement;



NOW THEREFORE, in consideration of the mutual agreements contained in the Existing Purchase
Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree that the Existing Purchase Agreement
is hereby amended as follows:



§1. Amendment to Section 2.2. The following is added immediately after the word
“agree” and prior to the words “to discharge and release” in Section 2.2: “, subject to the
limitations set forth in Section 9.8(c)”.



§2. Amendment to Section 9.2. The following is added at the end of Section 9.2:
“Notwithstanding the foregoing, the Obligors shall be permitted to maintain self-insurance programs
to the extent permitted under the Bank Credit Agreement.”



§3. Amendments to Section 9.8.




	 	(a)	 	The words “as named on Schedule 5.4 on the Closing Date” are deleted and
replaced with the words “and Receivables SPVs except to the extent required under
Section 9.8(c)”.

	 
	 	(b)	 	The following is added after the word “delivery” in the last sentence of the
first paragraph of Section 9.8: “to each holder of Notes that is an Institutional
Investor”.




 


 









 





	 	(c)	 	The following new subsection is added to the end of Section 9.8:







“(c) Notwithstanding anything to the contrary contained in this Agreement, each Person
which is a borrower under, or a guarantor of the obligations under, the Bank Credit
Agreement shall be obligated to remain an Obligor hereunder for so long as such Person
remains a borrower or guarantor under the Bank Credit Agreement or, if it is not then
an Obligor hereunder, the Obligors shall cause such Person to become an Obligor
hereunder for so long as such Person remains a borrower or guarantor under the Bank
Credit Agreement in accordance with Section 9.8(a).”



§4. Amendment to Section 9.9. Section 9.9 is deleted in its entirety and replaced
with the following:




“Limitation on Excluded Subsidiaries. The Company will not permit the consolidated
total assets of the Excluded Subsidiaries to be greater than 10% of the consolidated total
assets of the Consolidated Group determined at the end of each fiscal quarter in accordance
with GAAP. The Company will also not permit the aggregate revenues of the Excluded
Subsidiaries for any fiscal quarter to be greater than 10% of the aggregate revenues of the
Consolidated Group for such fiscal quarter.



§5. New Section 9.10. The following shall be added as a new Section 9.10:




“Designation of Excluded Subsidiaries. (a) Subject to Section 9.8(c), the following
Subsidiaries are hereby designated as Excluded Subsidiaries:




ECOSORT, L.L.C.

RUSSELL SWEEPERS, LLC

WEST VALLEY COLLECTION & RECYCLING, LLC




(b) Subject to Section 9.8(c), the Company may from time to time designate any Subsidiary as
an Excluded Subsidiary, provided that the following conditions precedent to the effectiveness
of such designation are satisfied:




	 	i.	 	at the time of such designation, no Default or Event of Default
has occurred and is continuing, and such designation will not otherwise create
a Default or an Event of Default;

	 
	 	ii.	 	after giving effect to such designation, the Obligors will be
in pro forma compliance (with asset values and revenues of the Excluded
Subsidiaries adjusted as if such designation occurred on the first day of the
applicable Reference Period), measured as of the end of the most recent fiscal
quarter, with the limitations on Excluded Subsidiaries set forth in Section
9.9; and

	 
	 	iii.	 	the Company has delivered to the holders of Notes that are
Institutional Investors written notice of such designation certifying
compliance with the requirements set forth in the foregoing clause (ii) and
setting forth reasonably detailed calculations in support thereof.





 


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For the avoidance of doubt, subject to Section 9.8(c), in the event that any Subsidiary is
designated as an Excluded Subsidiary in accordance with this Section 9.10, such Subsidiary shall be
released from its obligations under the Notes and cease to be an ‘Obligor.’”



§6. Amendments to Section 10.1.




	 	(a)	 	Clause (i) is amended by deleting the period at the end thereof and replacing it with the
following:







“(using Consolidated EBITDA of the Consolidated Group as of the last day of the
applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA
permitted pursuant to the Bank Credit Agreement during the period following the last day
of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of
the date of, and after giving effect to, such Indebtedness (with such amounts adjusted
as if such Indebtedness was incurred on the first day of the applicable Pro Forma
Reference Period));”.




	 	(b)	 	The following is added to clause (k) immediately after “pro forma basis”:







“(using Consolidated EBITDA of the Consolidated Group as of the last day of the
applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA
permitted pursuant to the Bank Credit Agreement during the period following the last day
of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of
the date of, and after giving effect to, such Indebtedness)”.



§7. Amendment to Section 10.2. The following is added to clause (a) of Section 10.2
immediately before the parenthetical clause: “or that are being contested in good faith by
appropriate proceedings”.



§8. Amendments to Section 10.3.




	 	(a)	 	The word “financial” is inserted immediately before the word “covenants”;

	 
	 	(b)	 	The following is added immediately after the words “pro forma basis”:







“(using Consolidated EBITDA of the Consolidated Group as of the last day of the
applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA
permitted pursuant to the Bank Credit Agreement during the period following the last day
of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of
the date of, and after giving effect to, such investment (with such amounts adjusted as
if such investment was incurred on the first day of the applicable Pro Form Reference
Period))”; and




	 	(c)	 	The period at the end of Section 10.3 is deleted and replaced by the following:
“; provided, that nothing set forth in this Section 10.3 shall prohibit ordinary course
investments made by the Obligors from time to time in cash and cash equivalents.”





 


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§9. Amendment to Section 10.4.1.




	 	(a)	 	The following is inserted at the end of clause (a) of Section 10.4.1 before
the semicolon: “(using Consolidated EBITDA of the Consolidated Group as of the last
day of the applicable Pro Forma Reference Period (but including any addbacks to
Consolidated EBITDA permitted pursuant to the Bank Credit Agreement during the period
following the last day of the applicable Pro Forma Reference Period) and Consolidated
Total Funded Debt as of the date of, and after giving effect to, such acquisition)”.

	 
	 	(b)	 	The following is inserted at the end of clause (c) of Section 10.4.1 before
the semicolon: “, except for investments in other lines of business in an aggregate
amount not to exceed $50,000,000 at any time outstanding for all such investments (the
amount of any such investment being the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such investment)”

	 
	 	(c)	 	The following phrase is inserted after the word “hereunder” in clause (d) of
Section 10.4.1: “or be an Excluded Subsidiary hereunder or be designated an Excluded
Subsidiary in accordance with Section 9.10 and subject to Section 9.9”.






§10. Amendment to Section 10.6. Each instance of the figure “$150,000,000” in
Section 10.6 is replaced with the figure “$200,000,000”.



§11. Amendment to Section 10.7. Section 10.7 is deleted in its entirety and
replaced with the following:



“Employee Benefit Plans. No Obligors nor any ERISA Affiliate will:




(a) engage in any “prohibited transaction” within the meaning of Section 406 of ERISA
or Section 4975 of the Code or otherwise incur any excise taxes under Sections 4971, 4975,
4980B or 4980D of the Code which could reasonably be expected to result in a material
liability (and in any event not in excess of $15,000,000) for any Obligor; or




(b) fail to satisfy the Pension Funding Rules with respect to any Pension Plan (other
than a Multiemployer Plan) which could reasonably be expected to result in a material
liability (and in any event not in excess of $15,000,000) for any Obligor or fail to meet or
seek any waiver of the minimum funding standards or incur any funding shortfall (within the
meaning of Sections 302 and 303 of ERISA or Sections 430 and 436 of the Code) with respect to
any such Pension Plan which could reasonably be expected to result in a material liability
(and in any event not in excess of $15,000,000) for any Obligor; or




(c) fail to contribute to any Pension Plan to an extent which, or terminate any Pension
Plan (other than a Multiemployer Plan) in a manner which, could reasonably be expected to
result in the imposition of a Lien securing material obligations (and in any event
obligations in excess of $15,000,000) on any assets of any Obligor pursuant to Section 303(k)
or Section 4068 of ERISA or Section 430(k) of the Code; or


 


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(d) post any security pursuant to Section 436(f) of the Code or fail to meet the
minimum required contribution payment obligations under Section 303(j) of ERISA with respect
to any Pension Plan (other than a Multiemployer Plan) which could reasonably be expected to
result in a material liability (and in any event not in excess of $15,000,000) for any
Obligor; or




(e) permit or take any action which would result in the aggregate benefit liability
(within the meaning of Section 4001 of ERISA) of all Pension Plans (other than any
Multiemployer Plans) exceeding the value of the aggregate assets of such Pension Plans,
disregarding for this purpose the benefit liabilities and assets of any such Pension Plans
with assets in excess of benefit liabilities which could reasonably be expected to result in
a material liability (and in any event not in excess of $15,000,000) for any Obligor; or




(f) incur any withdrawal liability within the meaning of Section 4201 of ERISA with
respect to any Multiemployer Plan which could reasonably be expected to result in a material
liability (and in any event not in excess of $15,000,000) for any Obligor.”



§12. Amendment to Section 10.9. The following is inserted immediately before the
final period in Section 10.9: “, except to the extent otherwise permitted under Sections 10.3 and
10.4”.



§13. Amendment to Section 10.10. The words “non-Obligor” are inserted immediately
before each instance of the word “Affiliate” in Section 10.10.



§14. Amendment to Section 10.13. Section 10.13 is deleted and replaced with the
following:



“Leverage Ratio. As of the last day of each fiscal quarter of the Consolidated Group, the
Obligors shall not permit the ratio of (i) Consolidated Total Funded Debt outstanding on such date
to (ii) Consolidated EBITDA for the Reference Period ending on such date (the “Leverage
Ratio”), to exceed 3.75:1.00.”



§15. Amendment to Section 10.14. Section 10.14 is deleted and replaced with the
following:



“Interest Coverage Ratio. As of the last day of any fiscal quarter of the Consolidated Group,
the Obligors shall not permit the ratio of Consolidated EBIT to Consolidated Total Interest
Expense, in each case for the Reference Period ending on such date, to be less than 2.75:1.00.”



§16. Amendment to Section 11(i). The figure “$5,000,000” in Section 11(i) is replaced
with the figure “$20,000,000”.



§17. New Section 22.9. The following shall be added as a new Section 22.9:




“Designation of Company as Agent for Obligors. Each of the Obligors hereby
designates the Company as its agent and representative for all purposes hereunder and
under the Notes (including with respect to any notices, demands, communications or
requests hereunder or under the Notes) and the Company hereby accepts each such
appointment. Each holder of a Note may regard any notice or other communication pursuant
hereto or pursuant to any Note from the Company as a notice or communication from all the
Obligors, and may give any notice or communication required or permitted to be given by
such holder to any Obligor hereunder or
under the Notes to the Company on behalf of such Obligor or Obligors. Each Obligor
agrees that each notice, election, representation and warranty, covenant, agreement and
undertaking made on its behalf by the Company shall be deemed for all purposes to have
been made by such Obligor and shall be binding upon and enforceable against such Obligor
to the same extent as if the same had been made directly by such Obligor.”


 


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§18. Amendments to Schedule B. The following changes are hereby made to the defined
terms in Schedule B:



(a) The following definitions are inserted in proper alphabetical order:




“Agreement” means this Master Note Purchase Agreement as amended by the First Amendment,
the Second Amendment and the Third Amendment, and as the same may be further amended, restated,
supplemented or otherwise modified from time to time.




“Attributable Indebtedness” means, with respect to any Person, on any date, (a) in respect
of any Capitalized Lease, the capitalized amount thereof that would appear on the balance sheet
of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any
Synthetic Lease, the capitalized amount of the remaining lease payments thereunder that would
appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such Synthetic Lease were accounted for as a Capitalized Lease.




“Consolidated Group” means the Company and its consolidated Subsidiaries.




“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any
political subdivision of the United States.




“First Amendment” means Amendment No. 1 to Master Note Purchase Agreement, dated as of July
21, 2009, by and among the Company, and the Obligors and the holders of the Notes party thereto.




“Multiple Employer Plan” means a Plan covered by Title IV of ERISA (other than a
Multiemployer Plan) which has two or more contributing sponsors (including any Obligor or any
ERISA Affiliate) at least two of whom are not under common control, as such a plan is described
in Section 4064 of ERISA.




“Pension Act” means the Pension Protection Act of 2006, as amended and in effect from time
to time




“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required
contributions (including any installment payment thereof) to Pension Plans and set forth in,
with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of
the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter,
Section 412, 430, 431, 432 and 436 of the Code and Section 302, 303, 304 and 305 of ERISA.




“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan
or a Multiemployer Plan) that is maintained or is contributed to by any Obligor and any ERISA
Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 of the Code.


 


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“Pro Forma Reference Period” means, as of the calculation date for any pro forma covenant
calculation hereunder, the most recently completed Reference Period prior to such calculation
date for which financial statements have been delivered pursuant to Section 7.1.




“Second Amendment” means Amendment No. 2 to Master Note Purchase Agreement, dated as of
November 24, 2010, by and among the Company, and the Obligors and the holders of the Notes
party thereto.




“Third Amendment” means Amendment No. 3 to Master Note Purchase Agreement, dated as of
October 12, 2011, by and among the Company, and the Obligors and the holders of the Notes party
thereto.




	 	(b)	 	The definition of Bank Credit Agreement is deleted and replaced with the
following:






“Bank Credit Agreement” means the Amended and Restated Credit Agreement, dated as of July 11,
2011 by and among the Company and certain of its Subsidiaries, Bank of America, N.A., as
administrative agent, and the other financial institutions party thereto, as amended, restated,
joined, supplemented or otherwise modified from time to time, and any renewals, extensions or
replacements thereof, which constitute the primary bank credit facility of the Company and its
Subsidiaries.




	 	(c)	 	The definition of Consolidated Earnings Before Interest and Taxes or EBIT is
deleted and replaced with the following:






“Consolidated Earnings Before Interest and Taxes or EBIT” means, for any period, the
Consolidated Net Income (or Deficit) of the Consolidated Group determined in accordance with GAAP,
plus (a) interest expense, plus (b) income taxes, plus (c) non-cash stock
compensation charges, to the extent that such charges were deducted in determining Consolidated Net
Income (or Deficit), all as determined in accordance with GAAP, including, without limitation,
charges for stock options and restricted stock grants, plus (d) one-time, non-recurring
acquisition costs to the extent such costs are expensed in accordance with FAS 141R and not
capitalized, plus (e) non-controlling interest expense, plus (f) non-cash
extraordinary non-recurring writedowns or writeoffs of assets, including non-cash losses on the
sale of assets outside the ordinary course of business, plus (g) any losses associated with
the extinguishment of Indebtedness of the Consolidated Group, plus (h) special charges
relating to the termination of a Swap Contract, plus (i) any accrued settlement payments in
respect of any Swap Contract owing by any members of the Consolidated Group, plus (j)
one-time, non-recurring charges in connection with the modification of employment agreements with
certain members of senior management to the extent included in the calculation of consolidated
earnings before interest and taxes under the Bank Credit Agreement, minus (k) non-cash
extraordinary gains on the sale of assets to the extent included in Consolidated Net Income (or
Deficit), and minus (l) any accrued settlement payments in respect of any Swap Contact
payable to any members of the Consolidated Group.


 


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	 	(d)	 	The definition of Consolidated Earnings Before Interest, Taxes, Depreciation,
and Amortization or EBITDA is deleted and replaced with the following:






“Consolidated Earnings Before Interest, Taxes, Depreciation, and Amortization or EBITDA”
means, for any period (without duplication), (a) Consolidated EBIT plus the depreciation expense
and amortization expense, to the extent that each was deducted in determining Consolidated Net
Income (or
Deficit), determined in accordance with GAAP, plus (b) the depreciation expense and
amortization expense (without duplication) of any company whose Consolidated EBITDA was included
under clause (c) hereof, plus (c) Consolidated EBITDA for the prior twelve (12) months of companies
or business segments acquired by the Consolidated Group during the respective reporting period
(without duplication) provided that (i) the financial statements of such acquired companies or
business segments have been audited for the period sought to be included by an independent
accounting firm of recognized national standing, or (ii) such inclusion is permitted under the Bank
Credit Agreement, and provided further that such acquired Consolidated EBITDA may be further
adjusted to add-back non-recurring private company expenses which are discontinued upon acquisition
(such as owner’s compensation), to the extent such expenses are included in the calculation of
consolidated earnings before interest, taxes, depreciation and amortization under the Bank Credit
Agreement. Simultaneously with the delivery of the financial statements referred to in (i) and
(ii) above, a Senior Financial Officer of the Company shall deliver to the holders a Compliance
Certificate and appropriate documentation (in form and substance substantially similar to that
delivered by the Company under the Bank Credit Agreement) certifying the historical operating
results, adjustments and balance sheet of the acquired company or business segment.



“Consolidated Net Income (or Deficit)” means the consolidated net income (or deficit) of the
Consolidated Group after deduction of all expenses, taxes, and other proper charges, determined in
accordance with GAAP.




	 	(e)	 	The definition of Consolidated Total Funded Debt is deleted and replaced with
the following:






“Consolidated Total Funded Debt” means, with respect to the Consolidated Group, the sum,
without duplication, of (a) the aggregate amount of Indebtedness of the Consolidated Group on a
consolidated basis, relating to (i) the borrowing of money or the obtaining of credit, including
the issuance of notes, bonds, debentures or similar debt instruments, (ii) Attributable
Indebtedness in respect of any Capitalized Leases and Synthetic Leases, (iii) the non-contingent
deferred purchase price of assets and companies (typically known as holdbacks) to the extent
recognized as a liability in accordance with GAAP, but excluding short-term trade payables incurred
in the ordinary course of business, and (iv) any unpaid reimbursement obligations with respect to
letters of credit outstanding, but excluding any contingent obligations with respect to letters of
credit outstanding; plus (b) Indebtedness of the type referred to in clause (a) of another Person
who is not a member of the Consolidated Group guaranteed by one or more members of the Consolidated
Group.




	 	(f)	 	The definition of Consolidated Total Interest Expense is deleted and replaced
with the following:






“Consolidated Total Interest Expense” means, for any period, the aggregate amount of interest
required to be paid or accrued by the Consolidated Group during such period on all Indebtedness of
the Consolidated Group outstanding during all or any part of such period, whether such interest was
or is required to be reflected as an item of expense or capitalized, including payments treated as
interest under GAAP in respect of any Capitalized Lease or any Synthetic Lease and including
commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses
in connection with the borrowing of money, but (a) excluding (i) any amortization and other
non-cash charges or expenses incurred during such period to the extent included in determining
consolidated interest expense, including without limitation, non-cash amortization of deferred debt
origination and issuance costs and amortization of accumulated other
comprehensive income, (ii) all amounts associated with the unwinding or termination of any
Swap Contract, (iii) any accrued settlement payments in respect of any Swap Contract payable to any
member of the Consolidated Group and (iv) to the extent included as an item of interest expense,
any premium paid to prepay, repurchase or redeem any Indebtedness incurred pursuant to Section 10.1
hereof, and (b) including any accrued settlement payments in respect of any Swap Contract owing by
any member of the Consolidated Group.


 


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	 	(g)	 	The definition of ERISA Affiliate is deleted and replaced with the following:






“ERISA Affiliate” means any trade or business (whether or not incorporated) under common
control with any Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).




	 	(h)	 	The definition of Excluded Subsidiaries is deleted and replaced with the
following:






“Excluded Subsidiaries” means each of the Subsidiaries listed on Schedule 5.4 hereto
under the heading “Excluded Subsidiaries”, each Subsidiary that is not a Domestic Subsidiary, and
each other Subsidiary from time to time designated as an Excluded Subsidiary in accordance with the
terms of Section 9.10 and subject to Section 9.9.




	 	(i)	 	The definition of GAAP is amended by adding the following sentence at the end
of the definition:






For the avoidance of doubt, “GAAP” as of the date of Amendment No. 3 to this Master Note
Purchase Agreement means GAAP as in effect on the date of such Amendment, and any changes in GAAP
after such date shall be subject to the notice, interpretation and amendment procedures set forth
in this definition.




	 	(j)	 	The definition of Indebtedness is amended by:







	 	i.	 	Replacing the words “every obligation” in clauses (e) and (f) and
with the words “Attributable Indebtedness”; and







	 	ii.	 	Deleting clauses (w) and (y) in the second to last
paragraph of such definition, which begins with the phrase “The ‘amount’
or ‘principal amount’”, and renumbering the subsections accordingly.







	 	(k)	 	The definition of Multiemployer Plan is deleted and replaced by:






“Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Obligor or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five (5) plan years, has made or been obligated to make
contributions.


 


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	 	(l)	 	The definition of Plan is deleted and replaced by:






“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including
a Pension Plan), maintained for employees of any Obligor or any ERISA Affiliate or any such Plan to
which any Obligor or any ERISA Affiliate is required to contribute on behalf of any of its
employees.



§19. Representations and Warranties. Each Obligor hereby represents and warrants to
the Purchasers as follows:



(a) The execution and delivery by such Obligor of this Amendment and the performance by such
Obligor of its obligations and agreements under this Amendment and the Existing Purchase Agreement
as amended hereby (the “Amended Purchase Agreement") are within the corporate authority of such
Obligor, have been duly authorized by all necessary corporate proceedings on behalf of such
Obligor, and do not and will not contravene any provision of law, statute, rule or regulation to
which such Obligor is subject or such Obligor’s constitutive documents or of any agreement or other
instrument binding upon such Obligor.



(b) Each of this Amendment and the Amended Purchase Agreement constitutes the legal, valid and
binding obligation of such Obligor, enforceable in accordance with its respective terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors’ rights.



(c) No approval or consent of, or filing with, any governmental agency or authority is
required to make valid and legally binding the execution, delivery or performance by such Obligor
of this Amendment or the Amended Purchase Agreement.



(d) Such Obligor has performed and complied in all material respects with all terms and
conditions herein and in the Existing Purchase Agreement required to be performed or complied with
by such Obligor prior to or at the time hereof, and as of the date hereof, after giving effect to
the provisions hereof, there exists no Default or Event of Default.



(e) As of the date hereof and after giving effect to this Amendment, no Default or Event of
Default has occurred which is continuing.



§20. Conditions Precedent. This Amendment shall become effective as of the date on
which all of the following shall have occurred (and shall not be effective until the date on which
all of the following shall have occurred): each of the Obligors and the Required Holders shall have
duly executed and delivered a copy of this Amendment.



§21. Miscellaneous Provisions.



(a) To the extent any Subsidiary signing this agreement was not previously added as an
Obligor, each such Subsidiary shall be deemed to have joined the Purchase Agreement as an Obligor
and shall be deemed to have complied with the requirements of Section 9.8 of the Purchase
Agreement.



(b) On and after the effective date of this Amendment, each reference in the Existing
Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Existing Purchase Agreement shall be and mean a reference to the Amended Purchase
Agreement.



(c) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and
provisions of the Existing Purchase Agreement and the Notes shall remain unchanged and in full
force and effect. It is declared and agreed by each of the parties hereto that the Amended Purchase
Agreement and the
Notes are hereby ratified and confirmed, shall continue in full force and effect, and that
this Amendment and the Existing Purchase Agreement shall be read and construed as a single
instrument.


 


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(d) The amendments set forth herein are effective solely for the purposes set forth herein and
shall be limited precisely as written. Except as expressly provided herein, this Amendment shall
not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or
condition of the Existing Purchase Agreement or any Note, or (ii) operate as a waiver or otherwise
prejudice any right, power or remedy that the Purchasers may now have or may have in the future
under or in connection with the Existing Purchase Agreement or the Notes, except as specifically
set forth herein.



(e) This Amendment may be executed in any number of counterparts, but all such counterparts
shall together constitute but one instrument. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart signed by each party hereto by and
against which enforcement hereof is sought. Photocopies, facsimile transmissions, or email
transmissions of Adobe portable document format files (also known as “PDF” files) of signatures
shall be deemed original signatures and shall be fully binding on the parties to the same extent as
original signatures.



§22. Governing Law. This Amendment shall be construed and enforced in accordance with,
and the rights of the parties 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.



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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.



	 	 	 	 	 
	 	OBLIGORS:



WASTE CONNECTIONS, INC.

ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.

AMERICAN DISPOSAL COMPANY, INC.

AMERICAN SANITARY SERVICE, INC.

ANDERSON COUNTY LANDFILL, INC.

BITUMINOUS RESOURCES, INC.

BRENT RUN LANDFILL, INC.

BROADACRE LANDFILL, INC.

BUTLER COUNTY LANDFILL, INC.

CAMINO REAL ENVIRONMENTAL CENTER, INC.

CAPITAL REGION LANDFILLS, INC.

CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC.

CHIQUITA CANYON, INC.

COLD CANYON LAND FILL, INC.

COMMUNITY REFUSE DISPOSAL INC.

CONTRACTORS WASTE SERVICES, INC.

CORRAL DE PIEDRA LAND COMPANY

COUNTY WASTE AND RECYCLING SERVICE, INC.

COUNTY WASTE TRANSFER CORP.

CURRY TRANSFER & RECYCLING, INC.

D. M. DISPOSAL CO., INC.

DENVER REGIONAL LANDFILL, INC.

ELKO SANITATION COMPANY

EMPIRE DISPOSAL, INC.

ENVIRONMENTAL TRUST COMPANY

EVERGREEN DISPOSAL, INC.

FINNEY COUNTY LANDFILL, INC.

FRONT RANGE LANDFILL, INC.

G & P DEVELOPMENT, INC.

HAROLD LEMAY ENTERPRISES, INCORPORATED

HIGH DESERT SOLID WASTE FACILITY, INC.

HUDSON VALLEY WASTE HOLDING, INC.

ISLAND DISPOSAL, INC.

 	 
	 	By:  	/s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT




 


 









 





	 	 	 	 	 
	 	OBLIGORS:



J BAR J LAND, INC.

LAKESHORE DISPOSAL, INC.

LEALCO, INC.

LFC, INC.

MADERA DISPOSAL SYSTEMS, INC.

MAMMOTH DISPOSAL COMPANY

MANAGEMENT ENVIRONMENTAL NATIONAL, INC.

MASON COUNTY GARBAGE CO., INC.

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.

NORTHERN PLAINS DISPOSAL, INC.

NORTHWEST CONTAINER SERVICES, INC.

OKLAHOMA CITY WASTE DISPOSAL, INC.

OKLAHOMA LANDFILL HOLDINGS, INC.

OSAGE LANDFILL, INC.

POTRERO HILLS LANDFILL, INC.

PSI ENVIRONMENTAL SERVICES, INC.

PSI ENVIRONMENTAL SYSTEMS, INC.

PUEBLO SANITATION, INC.

R.A. BROWNRIGG INVESTMENTS, INC.

R.J.C. TRUCKING CO.

RED CARPET LANDFILL, INC.

RH FINANCIAL CORPORATION

RKS HOLDING, CORP.

RURAL WASTE MANAGEMENT, INC.

SAN LUIS GARBAGE COMPANY

SANIPAC, INC.

SCOTT SOLID WASTE DISPOSAL COMPANY

SEABREEZE RECOVERY, INC.

SEDALIA LAND COMPANY

SOUTH COUNTY SANITARY SERVICE, INC.

SOUTHERN PLAINS DISPOSAL, INC.

STUTZMAN REFUSE DISPOSAL INC.

TACOMA RECYCLING COMPANY, INC.

TENNESSEE WASTE MOVERS, INC.

WASCO COUNTY LANDFILL, INC.

 	 
	 	By:  	/s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT




 


 









 





	 	 	 	 	 
	 	OBLIGORS:



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 LOUISIANA, INC.

WASTE CONNECTIONS OF MINNESOTA, INC.

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 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 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 SERVICES OF N.E. MISSISSIPPI, INC.

WCI-WHITE OAKS LANDFILL, INC.

WEST BANK ENVIRONMENTAL SERVICES, INC.

WEST COAST RECYCLING AND TRANSFER, INC.

WYOMING ENVIRONMENTAL SERVICES, INC.

WYOMING ENVIRONMENTAL SYSTEMS, INC.

YAKIMA WASTE SYSTEMS, INC.

 	 
	 	By:  	/s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT




 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OBLIGORS:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CARPENTER WASTE HOLDINGS, LLC

COUNTY WASTE — ULSTER, LLC
	 	 	FORT ANN TRANSFER STATION, LLC

SIERRA HOLDING GROUP, LLC

STERLING AVENUE PROPERTIES, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	COUNTY WASTE AND RECYCLING SERVICE, INC.,	 	 
	 	 	 	 	its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CLIFTON ORGANICS, LLC
	 	 	SIERRA PROCESSING, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	SIERRA HOLDING GROUP, LLC, its manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	COUNTY WASTE AND RECYCLING SERVICE, INC., its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	WASTE CONNECTIONS OF TEXAS, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS MANAGEMENT SERVICES, INC., its sole manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 






AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OBLIGORS:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EL PASO DISPOSAL, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS OF TEXAS, LLC,
 its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	WASTE CONNECTIONS MANAGEMENT SERVICES, INC., its sole manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DELTA CONTRACTS, LLC

LACASSINE HOLDINGS, L.L.C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS OF LOUISIANA, INC., its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MBO, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	LACASSINE HOLDINGS, L.L.C., its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	WASTE CONNECTIONS OF LOUISIANA, INC., its
sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 






AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OBLIGORS:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ANDERSON REGIONAL LANDFILL, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	ANDERSON COUNTY LANDFILL, INC., its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	DIVERSIFIED BUILDINGS, L.L.C.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS OF KANSAS, INC., its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	WASTE REDUCTION SERVICES, L.L.C.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS OF OREGON, INC., its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	CHIQUITA CANYON, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	CHIQUITA CANYON, INC., its sole member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 






AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT



 


 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	OBLIGORS:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	COLUMBIA RESOURCE CO., L.P.
	 	 	FINLEY-BUTTES LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MANAGEMENT ENVIRONMENTAL NATIONAL, INC.,
 its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	HORIZON PROPERTY MANAGEMENT, LLC
	 	 	PIERCE COUNTY RECYCLING, COMPOSTING
 AND DISPOSAL, LLC
	 	 	RAILROAD AVENUE DISPOSAL, LLC
	 	 	SCOTT WASTE SERVICES, LLC
	 	 	SILVER SPRINGS ORGANICS L.L.C.
	 	 	THE TRASH COMPANY, LLC
	 	 	VOORHEES SANITATION, L.L.C.
	 	 	WASTE SOLUTIONS GROUP OF SAN BENITO, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS, INC., its manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LAUREL RIDGE LANDFILL, L.L.C.
	 	 	WASTE CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS, INC., its managing member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	WASTE CONNECTIONS OF LEFLORE, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	WASTE CONNECTIONS, INC., its member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name:	 	Worthing F. Jackman	 	 
	 	 	 	 	 	 	Title:	 	Chief Financial Officer	 	 






AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT



 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	METROPOLITAN LIFE INSURANCE COMPANY
	 	 	METLIFE INSURANCE COMPANY OF CONNECTICUT
	 	 	METLIFE BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	METROPOLITAN LIFE INSURANCE COMPANY, its investment manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Judith A. Gulotta	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Judith A. Gulotta	 	 
	 

	 	 	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	UNION FIDELITY LIFE INSURANCE COMPANY
	 	 	EMPLOYERS REASSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	METLIFE INVESTMENT ADVISORS COMPANY, its investment advisor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Judith A. Gulotta	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Judith A. Gulotta	 	 
	 

	 	 	 	 	 	Title:
	 	Managing Director	 	 






 


 









 





	 	 	 	 	 
	 	PURCHASERS:





ALLSTATE LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ John W. Kunkle
 	 
	 	 	Name:  	John W. Kunkle 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ALLSTATE INSURANCE COMPANY

 	 
	 	By:  	/s/ John W. Kunkle
 	 
	 	 	Name:  	John W. Kunkle 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 
	 



AMENDMENT NO. 3 TO

MASTER NOTE PURCHASE AGREEMENT



 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	BABSON CAPITAL MANAGEMENT LLC, as investment advisor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Emeka O. Onukwugha	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Emeka O. Onukwugha	 	 
	 

	 	 	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	C.M. LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	BABSON CAPITAL MANAGEMENT LLC, as investment advisor	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Emeka O. Onukwugha	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Emeka O. Onukwugha	 	 
	 

	 	 	 	 	 	Title:
	 	Managing Director	 	 







 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
	 	 	HARTFORD CASUALTY INSURANCE COMPANY
	 	 	HARTFORD LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	HARTFORD INVESTMENT MANAGEMENT COMPANY,
 their agent and attorney-in-fact	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ John Knox	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John Knox	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 





 


 









 





	 	 	 	 	 
	 	PURCHASERS:



RIVERSOURCE LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Thomas W. Murphy
 	 
	 	 	Name:  	Thomas W. Murphy 	 
	 	 	Title:  	Vice President – Investments 	 
	 





 


 









 





	 	 	 	 	 
	 	PURCHASERS:



THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Howard Stern
 	 
	 	 	Name:  	Howard Stern 	 
	 	 	Title:  	Its Authorized Representative 	 
	 



 


 









 





	 	 	 	 	 
	 	PURCHASERS:



KNIGHTS OF COLUMBUS

 	 
	 	By:  	/s/ Charles E. Maurer, Jr.
 	 
	 	 	Name:  	Charles E. Maurer, Jr. 	 
	 	 	Title:  	Supreme Secretary 	 
	 





 


 









 





	 	 	 	 	 
	 	PURCHASERS:



MODERN WOODMEN OF AMERICA

 	 
	 	By:  	/s/ Douglas A. Pannier
 	 
	 	 	Name:  	Douglas A. Pannier 	 
	 	 	Title:  	Portfolio Manager, Private Placements 	 
	 





 


 









 





	 	 	 	 	 
	 	PURCHASERS:



THE PHOENIX INSURANCE COMPANY

 	 
	 	By:  	/s/ Annette M. Masterson
 	 
	 	 	Name:  	Annette M. Masterson 	 
	 	 	Title:  	Vice President 	 
	 





 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	NEW YORK LIFE INVESTMENT MANAGEMENT LLC,
 its Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Kathleen A. Haberkern	 	 
	 	 	 	 	Title:	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Kathleen A. Haberkern	 	 
	 	 	 	 	Title:	 	Corporate Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 INSTITUTIONALLY OWNED LIFE
INSURANCE SEPARATE
 ACCOUNT (BOLI 3)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	NEW YORK LIFE INVESTMENT MANAGEMENT LLC,
 Its Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Kathleen A. Haberkern	 	 
	 	 	 	 	Title:	 	Director	 	 







 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 INSTITUTIONALLY OWNED LIFE
INSURANCE SEPARATE
 ACCOUNT (BOLI 3-2)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	NEW YORK LIFE INVESTMENT MANAGEMENT LLC,
 its Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Kathleen A. Haberkern	 	 
	 

	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 INSTITUTIONALLY OWNED LIFE
INSURANCE SEPARATE
 ACCOUNT (BOLI 30C)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	NEW YORK LIFE INVESTMENT MANAGEMENT LLC,
 its Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Kathleen A. Haberkern	 	 
	 

	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 INSTITUTIONALLY OWNED LIFE
INSURANCE SEPARATE
 ACCOUNT (BOLI 30E)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	NEW YORK LIFE INVESTMENT MANAGEMENT LLC,
 its Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Kathleen A. Haberkern	 	 
	 

	 	 	 	 	 	Title:
	 	Director	 	 







 


 









 





	 	 	 	 	 
	 	PURCHASERS:



LIFE INSURANCE COMPANY OF THE SOUTHWEST

 	 
	 	By:  	/s/ R. Scott Higgins
 	 
	 	 	Name:  	R. Scott Higgins 	 
	 	 	Title:  	Senior Vice President

Sentinel Asset Management 	 





 


 









 





	 	 	 	 	 
	 	PURCHASERS:



COUNTRY LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ John A. Jacobs
 	 
	 	 	Name:  	John A. Jacobs 	 
	 	 	Title:  	Director – Fixed Income 	 
	 
	 	COUNTRY MUTUAL LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ John A. Jacobs
 	 
	 	 	Name:  	John A. Jacobs 	 
	 	 	Title:  	Director – Fixed Income 	 
	 




 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	JACKSON NATIONAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PPM AMERICA, INC., as attorney-in-fact	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Luke S. Stifflear	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Luke S. Stifflear	 	 
	 

	 	 	 	 	 	Title:
	 	Sr. Managing Director	 	 







 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Iris Krause	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name: 	Iris Krause	 	 
	 	 	 	 	Title: 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	PRUDENTIAL INVESTMENT MANAGEMENT, INC.,
 as investment manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ Iris Krause	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	Name: 	Iris Krause	 	 
	 	 	 	 	 	Title: 	Senior Vice President	 	 







 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	PURCHASERS:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	PIONEER MUTUAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AMERICAN UNITED LIFE INSURANCE COMPANY,
 its agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ John C. Mason	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John C. Mason	 	 
	 

	 	 	 	 	 	Title:
	 	V.P., Fixed Income Securities	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	AMERICAN UNITED LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AMERICAN UNITED LIFE INSURANCE COMPANY,
 its agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ John C. Mason	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John C. Mason	 	 
	 

	 	 	 	 	 	Title:
	 	V.P., Fixed Income Securities	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	THE STATE LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	AMERICAN UNITED LIFE INSURANCE COMPANY,
 its agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ John C. Mason	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John C. Mason	 	 
	 

	 	 	 	 	 	Title:
	 	V.P., Fixed Income Securities