Exhibit 4.2


 


WASTE CONNECTIONS, INC.


 


as Issuer,


 


to


 


U.S. BANK NATIONAL ASSOCIATION


 


as Trustee


 


 


Fifth
SUPPLEMENTAL INDENTURE,


 


Dated as of September 20, 2021,


 


to Indenture dated as of November 16, 2018


 


 


$1,500,000,000


 


$650,000,000 2.200% Senior Notes due 2032


 


$850,000,000 2.950% Senior Notes due 2052


 






    


     


    

 


TABLE
OF CONTENTS


 


Page


 


	ARTICLE One SECURITY
    FORMS	 	1
	SECTION 1.1.	  Forms of Notes	 	1
	SECTION 1.2.	Price	 	2
	SECTION 1.3.	Denominations	 	2
	SECTION 1.4.	Payment; Interest	 	2
	ARTICLE Two AMENDMENTS
    TO BASE INDENTURE PROVISIONS	 	2
	SECTION 2.1.	Generally	 	2
	SECTION 2.2.	Additional Definitions	 	2
	SECTION 2.3.	Replaced Definitions	 	7
	SECTION 2.4.	Issuable in Series	 	7
	SECTION 2.5.	Book-Entry Provisions for Global Securities	 	8
	SECTION 2.6.	CUSIP Numbers	 	8
	SECTION 2.7.	Selection of Securities to be Redeemed	 	8
	SECTION 2.8.	Notice of Redemption	 	9
	SECTION 2.9.	Optional Redemption	 	9
	SECTION 2.10.	Limitation on Liens	 	11
	SECTION 2.11.	Limitations on Sale and Leaseback Transactions	 	14
	SECTION 2.12.	Withholding Taxes and Other Taxes	 	15
	SECTION 2.13.	When the Company May Merge, Amalgamate, Etc.	 	18
	SECTION 2.14.	Covenant Defeasance	 	18
	SECTION 2.15.	Change of Control Triggering Event	 	18
	SECTION 2.16.	Notices	 	21
	SECTION 2.17.	Consent to Jurisdiction and Service	 	21
	ARTICLE Three MISCELLANEOUS	 	22
	SECTION 3.1.	Construction	 	22
	SECTION 3.2.	Conflicts	 	22
	SECTION 3.3.	Successors and Assigns	 	22
	SECTION 3.4.	Severability	 	22
	SECTION 3.5.	Benefits of the Indenture	 	22
	SECTION 3.6.	Governing Law	 	22
	SECTION 3.7.	Defined Terms	 	22
	SECTION 3.8.	Counterparts	 	23
	SECTION 3.9.	Concerning the Trustee	 	23




 






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Fifth
SUPPLEMENTAL INDENTURE, dated as of September 20, 2021 (the “Fifth Supplemental Indenture”), between WASTE
CONNECTIONS, INC., a corporation existing under the laws of Ontario, Canada (the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a U.S. national banking association, as trustee under the Base Indenture referred to below (the “Trustee”).


 


WHEREAS, the Company entered
into an Indenture with the Trustee, dated as of November 16, 2018 (the “Base Indenture” and, as amended and supplemented
by this Fifth Supplemental Indenture, the “Indenture”), providing for the issuance of senior debt securities, unlimited
as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have
such other provisions as authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors; and


 


WHEREAS, the Company proposes
to issue $650,000,000 aggregate principal amount of its 2.200% Senior Notes due 2032 (the “2032 Notes”) and $850,000,000
aggregate principal amount of its 2.950% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes,
the “Notes” and each, a “series of Notes,” and all references to Securities in the Base Indenture
shall be deemed to refer also to the Notes unless the context otherwise provides); and


 


WHEREAS, Section 9.1
of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture, to among other things, establish
the form or terms of Notes as permitted by the Base Indenture without the consent of any Securityholder; and


 


WHEREAS, the entry into this
Fifth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture; and


 


WHEREAS, all things necessary
have been done to make this Fifth Supplemental Indenture, when executed and delivered by the Company, the legal, valid and binding agreement
of the Company, in accordance with its terms; and


 


WHEREAS, all things necessary
have been done to make the Notes, when executed and delivered by the Company and authenticated by the Trustee as provided for in the
Indenture, the legal, valid and binding agreements of the Company, in accordance with their terms; and


 


NOW, THEREFORE, THIS Fifth
SUPPLEMENTAL INDENTURE WITNESSETH, the parties hereto mutually covenant and agree as follows:


 


ARTICLE One


 


SECURITY
FORMS


 


SECTION 1.1.        Forms
of Notes. The Notes and any Additional Notes shall be in substantially the form of Exhibit A or Exhibit B
hereto, as applicable, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of the Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any exchange
on which the Notes may be listed, or to conform to usage. The terms and provisions set forth in the Notes shall constitute, and are hereby
made a part of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of the Base
Indenture and this Fifth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.


 






    


     


    

 


SECTION 1.2.        Price.
The 2032 Notes (excluding any Additional Notes) shall be issued at 99.836% of the aggregate principal amount of $650,000,000. The 2052
Notes (excluding any Additional Notes) shall be issued at 98.501% of the aggregate principal amount of $850,000,000.


 


SECTION 1.3.        Denominations.
The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


SECTION 1.4.        Payment;
Interest. (a) The principal amount of each 2032 Note shall be payable on January 15, 2032. Each 2032 Note shall bear interest
from and including the date of issuance, or the most recent Interest Payment Date (as defined below), at the fixed rate of 2.200% per
annum. The dates on which interest on the 2032 Notes shall be payable shall be January 15 and July 15 of each year, commencing
January 15, 2022 (the “Interest Payment Dates”). The regular record date for interest payable on the 2032 Notes
on any Interest Payment Date shall be January 1 and July 1, as the case may be, immediately preceding such Interest Payment
Date.


 


(b) The principal amount of each 2052 Note
shall be payable on January 15, 2052. Each 2052 Note shall bear interest from and including the date of issuance, or the most recent
Interest Payment Date, at the fixed rate of 2.950% per annum. The dates on which interest on the 2052 Notes shall be payable shall be
the Interest Payment Dates. The regular record date for interest payable on the 2052 Notes on any Interest Payment Date shall be January 1
and July 1, as the case may be, immediately preceding such Interest Payment Date.


 


ARTICLE Two


 


AMENDMENTS
TO BASE INDENTURE PROVISIONS


 


SECTION 2.1.        Generally.
The Base Indenture is hereby amended or amended and restated, in each case solely with respect to the Notes, as indicated in the following
sections.


 


SECTION 2.2.        Additional
Definitions. Section 1.1 of the Base Indenture is hereby amended by adding the following definitions in correct alphabetical
order:


 


“2032 Par Call Date”
shall have the meaning set forth in Section 3.7(a).


 


“2052 Par Call Date”
shall have the meaning set forth in Section 3.8(a).


 


“Additional Notes”
shall have the meaning set forth in Section 2.1.


 


“Agent Members”
shall have the meaning set forth in Section 2.14.7(a).


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures
of the Depositary for such Security to the extent applicable to such transaction and as in effect at the time of such transfer or transaction.


 






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“Attributable
Debt” means the present value of the rental payments during the remaining term of the lease included in the Sale and
Leaseback Transaction. To determine that present value, the Company uses a discount rate equal to the lease rate of the Sale and Leaseback
Transaction or, if the lease rate is not known to the Company, the weighted average interest rate of all series of securities outstanding
at the time under the indenture compounded semi-annually. For these purposes, rental payments do not include any amounts required to
be paid for taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute
payments for property rights. In the case of any lease that the lessee may terminate by paying a penalty, if the net amount (including
payment of the penalty) would be reduced if the lessee terminated the lease on the first date that it could be terminated, then this
lower net amount will be used.


 


“Change of Control”
means the occurrence of any of the following after the date of issuance of the Notes:


 


(a)           the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any
 “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to
the Company or one of its Subsidiaries;


 


(b)           the
consummation of any transaction (including any merger, amalgamation or consolidation) the result of which is that any “person”
or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an employee of
the Company or any of its Subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings
or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group”
(as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee
under said plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly
or indirectly, of Voting Stock representing more than 50% of the voting power of the Company’s outstanding Voting Stock;


 


(c)           the
Company consolidates with, or merges or amalgamates with or into, any person, or any person consolidates with, amalgamates with, or merges
with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or
Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction
where the Company’s Voting Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged
for, Voting Stock representing more than 50% of the voting power of the Voting Stock of the surviving or resulting person immediately
after giving effect to such transaction;


 



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(d)           during
any period of twelve (12) consecutive calendar months, individuals who were members of the Board of Directors on the first day of such
period cease to constitute a majority of the Board of Directors unless such new directors were approved by a majority of the directors
who were directors on the first day of such period; or


 


(e)           the
adoption of a plan relating to the Company’s liquidation or dissolution.


 


“Change of Control
Offer” shall have the meaning set forth in Section 12.1(a).


 


“Change of Control
Payment” shall have the meaning set forth in Section 12.1(a).


 


“Change of Control
Payment Date” shall have the meaning set forth in Section 12.1(b)(iv).


 


“Change of Control
Purchase Notice” shall have the meaning set forth in Section 12.1(c)(i).


 


“Change of Control
Triggering Event” means the Notes of the applicable series cease to be rated Investment Grade by at least two of the three
Rating Agencies on any date during the Trigger Period. If a Rating Agency is not providing a rating for a series of Notes at the commencement
of any Trigger Period, the Notes of such series will be deemed to have ceased to be rated Investment Grade by such Rating Agency during
that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection
with any particular Change of Control unless and until such Change of Control has actually been consummated.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes of the applicable series to be redeemed (assuming that the applicable series of Notes matured on the applicable
Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the remaining term of the applicable series of Notes (assuming that the applicable
series of Notes matured on the applicable Par Call Date).


 


“Comparable Treasury
Price” means, with respect to any redemption date: (1) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations; or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Consolidated Tangible
Assets” means the total amount of assets of the Company and its consolidated subsidiaries less the value of all intangible
assets, calculated based on the Company’s most recent balance sheet filed with the Securities and Exchange Commission.


 


“Excluded Holder”
shall have the meaning set forth in Section 4.8(b).


 


“Fitch”
means Fitch Ratings Inc. and any successor to its rating agency business.


 






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“GAAP”
means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect as of the date of determination.


 


“Indebtedness”
means (a) all obligations for borrowed money or on which interest charges are customarily paid, all as shown on the balance sheet
of the indebted party, (b) all items that would be included as liabilities on a balance sheet in accordance with GAAP as of the
date at which Indebtedness is to be determined, and (c) all indebtedness secured by a security interest in property owned or being
purchased by the indebted party and all guarantees of Indebtedness.


 


“Independent Investment
Banker” means BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. or Wells Fargo Securities,
LLC as selected by the Company, and their respective successors, or if each of such firms is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national standing appointed by the Company.


 


“Investment Grade”
means a rating of BBB– or better by Fitch (or its equivalent under any successor rating category of Fitch), Baa3 or better by Moody’s
(or its equivalent under any successor rating category of Moody’s) and a rating of BBB– or better by S&P (or its equivalent
under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency
or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement agency.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.


 


“Par Call Date”
shall have the meaning set forth in Section 3.8(a).


 


“Primary Treasury
Dealer” means a primary U.S. Government securities dealer in New York City.


 


“Principal Property”
means any (i) waste processing, waste disposal or resource recovery plant or similar facility, together with fixtures thereon and
the land underlying such facility (including any improvements thereon) and (ii) the Company’s corporate headquarters, together
with fixtures thereon and the land underlying such building or buildings (including any improvements thereon), in each case, located
within the United States or Canada and owned by or leased to the Company or any Restricted Subsidiary except (a) any such land,
land improvements or fixtures (x) owned or leased jointly or in common with one or more persons other than the Company and any Restricted
Subsidiaries in which the Company’s and its Restricted Subsidiaries’ interest does not exceed 50%, or (y) which the
Board of Directors determines is not material in importance to the Company’s total business or (b) any portion of such land,
land improvements or fixtures that the Board of Directors determines in good faith not to be of material importance to the use or operation
thereof.


 






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“Rating Agency”
means each of Fitch, Moody’s and S&P; provided, that if any of Fitch, Moody’s or S&P ceases to rate a series
of Notes or fails to make a rating of a series of Notes publicly available for reasons outside the Company’s control, the Company
may appoint another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under
the Exchange Act as a replacement for such Rating Agency with respect to such series of Notes and the Company shall give notice of such
appointment to the Trustee.


 


“Reference Treasury
Dealer” means: (1) each of BofA Securities, Inc., J.P. Morgan Securities LLC, a Primary Treasury Dealer selected
by MUFG Securities Americas Inc. and Wells Fargo Securities, LLC and their respective successors; provided, however, that
if any of the foregoing shall cease to be a Primary Treasury Dealer (a), the Company will substitute for such firm another Primary Treasury
Dealer; and (2) up to four additional Primary Treasury Dealers selected by the Independent Investment Banker after consultation
with the Company.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third business
day preceding such redemption date.


 


“Relevant Taxing
Jurisdiction” shall have the meaning set forth in Section 4.8(a).


 


“Restricted
Subsidiary” means any Subsidiary of the Company (other than any Subsidiary of which the Company owns less than all of
the outstanding Voting Stock) (a) principally engaged in, or whose principal assets consist of property used by the Company or any
Restricted Subsidiary in, the storage, collection, transfer, interim processing, disposal or recycling of waste within the United States
or Canada or (b) which the Company designates as a Restricted Subsidiary in an Officer’s Certificate delivered to the Trustee.


 


“Sale
and Leaseback Transaction” shall have the meaning set forth in Section 4.7.


 


“Security Instrument”
means any security agreement, chattel mortgage, assignment, financing or similar statement or notice, continuation statement, other agreement
or instrument, or amendment or supplement to any thereof, providing for, evidencing or perfecting any Security Interest or lien.


 


“Security Interest”
means any interest in any real or personal property or fixture which secures payment or performance of an obligation and shall include
any mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising under a Security Instrument or as a matter
of law, judicial process or otherwise.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a division of S&P Global Inc., and any successor to its rating agency
business.


 


“Taxes”
shall have the meaning set forth in Section 4.8(a).


 






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“Treasury Rate”
means, with respect to any redemption date: (1) the yield, under the heading that represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15” or any successor publication that is
published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within six months before or after the applicable Par Call Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated
or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate
will be calculated on the third business day preceding the redemption date.


 


“Trigger Period”
means the period commencing on the earlier of (1) the first public announcement by the Company of any Change of Control (or pending
Change of Control) and (2) such Change of Control, and ending 60 days following the consummation of such Change of Control (which
Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly
announced that it is considering a possible ratings change).


 


“Voting Stock”
of any person as of any date means the capital stock or share capital of such person that is at the time entitled to vote generally in
the election of the board of directors of such person.


 


SECTION 2.3.        Replaced
Definitions. Section 1.1 of the Base Indenture is hereby amended by replacing in whole the following definitions in lieu of
the corresponding existing definitions, so that in the event of a conflict with the definitions of terms in the Base Indenture, the following
definitions shall control:


 


“Additional Amounts”
shall have the meaning set forth in Section 4.8(a)(iii).


 


“Depositary”
means, with respect to the Notes of each series, The Depository Trust Company (“DTC”), its nominees and successors,
or another person designated as Depositary by the Company, which must be a clearing agency registered under the Exchange Act.


 


SECTION 2.4.        Issuable
in Series. Section 2.1 of the Base Indenture shall be amended and restated in its entirety to read as follows:


 


“The aggregate
principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued
in one or more Series. Additional Notes of the same class and Series (the “Additional Notes”) may be issued in
one or more tranches from time to time, without notice to or the consent of the existing holders of the Notes. All Securities of a Series shall
be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officer’s
Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities
of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing
the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified
terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may
differ between Series in respect of any matters, provided that all Series of Securities, including the Notes of a series and
Additional Notes of such series, shall be equally and ratably entitled to the benefits of the Indenture.”


 






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SECTION 2.5.        Book-Entry
Provisions for Global Securities. A new Section 2.14.7 shall be added after 2.14.6 in the Base Indenture, which shall read as
follows:


 


“Section 2.14.7
Book-Entry Provisions for Global Securities


 


(a)           Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to
any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Security, and the Depositary
may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall
impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of
a Holder of any Security.


 


(b)           The
Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the
Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer
of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members.”


 


SECTION 2.6.        CUSIP
Numbers. Section 2.15 of the Base Indenture is amended by adding the following sentence at the end of the current provision:


 


“If Additional
Notes of a series are not fungible with the Notes of such series for U.S. federal income tax purposes, such Additional Notes of such
series will have a separate CUSIP number and ISIN from the Notes of such series.”


 


SECTION 2.7.        Selection
of Securities to be Redeemed. Section 3.2 of the Base Indenture shall be amended and restated in its entirety to read as follows:


 


“(a) If less than all the 2032 Notes
are to be redeemed, the Trustee shall select the particular 2032 Notes to be redeemed in any, by lot or in any other manner that the
Trustee deems fair and appropriate, including by lot or other method, unless otherwise required by law or applicable stock exchange requirements
(as certified by the Company to the Trustee), subject, in the case of Global Securities, to the applicable rules and procedures
of the Depositary. The Trustee shall make the selection from the 2032 Notes outstanding not previously called for redemption. The Trustee
may select for redemption portions of the principal of the 2032 Notes that have denominations greater than a principal amount of $2,000.
Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect
to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination
for each Series and the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called
for redemption also apply to portions of Securities of that Series called for redemption.


 






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(b) If less than all the 2052 Notes are to
be redeemed, the Trustee shall select the particular 2052 Notes to be redeemed in any, by lot or in any other manner that the Trustee
deems fair and appropriate, including by lot or other method, unless otherwise required by law or applicable stock exchange requirements
(as certified by the Company to the Trustee), subject, in the case of Global Securities, to the applicable rules and procedures
of the Depositary. The Trustee shall make the selection from the 2052 Notes outstanding not previously called for redemption. The Trustee
may select for redemption portions of the principal of the 2052 Notes that have denominations greater than a principal amount of $2,000.
Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect
to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination
for each Series and the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called
for redemption also apply to portions of Securities of that Series called for redemption.”


 


SECTION 2.8.        Notice
of Redemption. The first paragraph of Section 3.3 of the Base Indenture shall be amended and restated in its entirety to read
as follows: “At least 15 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures) to each Holder whose Securities
are to be redeemed, with a copy to the Trustee.”


 


SECTION 2.9.        Optional
Redemption. (i) A new Section 3.7 shall be added after Section 3.6 of the Base Indenture, which shall read as follows:


 


“Section 3.7 Optional
Redemption.


 


(a)           The
Company may redeem the 2032 Notes, in whole or in part, at any time prior to October 15, 2031 (three months before their maturity
date) (the “2032 Par Call Date”) at a redemption price equal to the greater of (i) 100% of the principal amount
of the 2032 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest
(exclusive of interest accrued to the redemption date) on the 2032 Notes to be redeemed (assuming that such 2032 Notes matured on the
2032 Par Call Date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Rate, plus 15 basis points, plus, in the case of each of clauses (i) and (ii), accrued and unpaid interest,
if any, to, but excluding, the redemption date.


 


(b)           If
the redemption date is after a record date and on or prior to a corresponding interest payment date, the interest will be paid on the
full amount of accrued and unpaid interest on the redemption date to the Holder of record on the record date.


 






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(c)           On
or after the 2032 Par Call Date, the 2032 Notes will be redeemable, in whole or in part, at the Company’s option and at any time
or from time to time, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid
interest thereon, if any, to, but excluding, the redemption date.


 


(d)           The
Company is entitled to redeem the 2032 Notes, at its option, at any time as a whole but not in part, upon not less than 15 nor more than
60 days’ prior notice, with a copy to the Trustee, to the registered address of each Holder (such notice to be provided not more
than 90 days before the next date on which the Company would be obligated to pay Additional Amounts with respect to the 2032 Notes),
at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the
redemption date (subject to the right of Holders of 2032 Notes of record on the relevant record date to receive interest due on an interest
payment that is on or prior to the redemption date), in the event the Company becomes, or will become, obligated to pay, on the next
date on which any amount may be payable with respect to the 2032 Notes, any Additional Amounts with respect to the 2032 Notes as a result
of (i) a change in, or amendment to, the laws or regulations of any Relevant Taxing Jurisdiction or (ii) a change in any official
position or the introduction of an official position regarding the application or interpretation thereof (including a holding by a court
of competent jurisdiction), which is publicly announced and becomes effective on or after the issue date of the 2032 Notes and such Additional
Amounts cannot (as certified in an Officer’s Certificate to the Trustee) be avoided by the use of reasonable measures available
to the Company. Notice of the Company’s intent to redeem the 2032 Notes pursuant to this Section 3.7(d) shall not be
effective until such time as it delivers to the Trustee an (1) Officer’s Certificate stating that the Company is entitled
to effect such redemption and setting forth a statement of facts showing that the conditions precedent to such right of redemption have
occurred and (2) opinion of independent legal counsel stating that the Company is or will become obligated to pay Additional Amounts
because of an amendment to or change in law or regulation or position as set forth in this Section 3.7(d).


 


(ii) A new
Section 3.8 shall be added after Section 3.7 of the Base Indenture, which shall read as follows:


 


“Section 3.8 Optional
Redemption of the 2052 Notes.


 


(a)           The
Company may redeem the 2052 Notes, in whole or in part, at any time prior to July 15, 2051 (six months before their maturity date)
(the “2052 Par Call Date” and together with the 2032 Par Call Date, each a “Par Call Date”) at
a redemption price equal to the greater of (i) 100% of the principal amount of the 2052 Notes to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the redemption
date) on the 2052 Notes to be redeemed (assuming that such 2052 Notes matured on the 2052 Par Call Date), discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 20 basis
points, plus, in the case of each of clauses (i) and (ii), accrued and unpaid interest, if any, to, but excluding, the redemption
date.


 


(b)           If
the redemption date is after a record date and on or prior to a corresponding interest payment date, the interest will be paid on the
full amount of accrued and unpaid interest on the redemption date to the Holder of record on the record date.


 






    10


     


    

 


(c)           On
or after the 2052 Par Call Date, the 2052 Notes will be redeemable, in whole or in part, at the Company’s option and at any time
or from time to time, at a redemption price equal to 100% of the principal amount of the 2052 Notes to be redeemed plus accrued and unpaid
interest thereon, if any, to, but excluding, the redemption date.


 


(d)           The
Company is entitled to redeem the 2052 Notes, at its option, at any time as a whole but not in part, upon not less than 15 nor more than
60 days’ prior notice, with a copy to the Trustee, to the registered address of each Holder (such notice to be provided not more
than 90 days before the next date on which the Company would be obligated to pay Additional Amounts with respect to the 2052 Notes),
at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the
redemption date (subject to the right of Holders of 2052 Notes of record on the relevant record date to receive interest due on an interest
payment that is on or prior to the redemption date), in the event the Company becomes, or will become, obligated to pay, on the next
date on which any amount may be payable with respect to the 2052 Notes, any Additional Amounts with respect to the 2052 Notes as a result
of (i) a change in, or amendment to, the laws or regulations of any Relevant Taxing Jurisdiction or (ii) a change in any official
position or the introduction of an official position regarding the application or interpretation thereof (including a holding by a court
of competent jurisdiction), which is publicly announced and becomes effective on or after the issue date of the 2052 Notes and such Additional
Amounts cannot (as certified in an Officer’s Certificate to the Trustee) be avoided by the use of reasonable measures available
to the Company. Notice of the Company’s intent to redeem the 2052 Notes pursuant to this Section 3.8(d) shall not be
effective until such time as it delivers to the Trustee an (1) Officer’s Certificate stating that the Company is entitled
to effect such redemption and setting forth a statement of facts showing that the conditions precedent to such right of redemption have
occurred and (2) opinion of independent legal counsel stating that the Company is or will become obligated to pay Additional Amounts
because of an amendment to or change in law or regulation or position as set forth in this Section 3.8(d).


 


SECTION 2.10.      Limitation
on Liens. A new Section 4.6 shall be added after Section 4.5 in the Base Indenture, which shall read as follows:


 


“Section 4.6 Limitation
on Liens.


 


(a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist, directly or indirectly,
any Indebtedness secured by a Security Interest upon any Principal Property of the Company or of a Restricted Subsidiary, whether owned
as of the date of this Indenture or hereafter acquired, without making effective provision (and the Company hereby covenants that in
any such case it shall make or cause to be made effective provision) whereby the Notes then outstanding and any other Indebtedness of
the Company or any Restricted Subsidiary then entitled thereto shall be secured by such Security Interest equally and ratably with (or
prior to) any and all other Indebtedness of the Company or any Restricted Subsidiary thereby secured for so long as any such other Indebtedness
of the Company or any Restricted Subsidiary shall be so secured; provided, that nothing in this Section 4.6 shall prevent,
restrict or apply to Indebtedness secured by:


 


(i)           any
Security Interest upon property or assets existing at the time of the acquisition thereof, which Security Interest secures obligations
assumed by the Company or any Restricted Subsidiary;


 






    11


     


    

 


(ii)           any
conditional sales agreement or other title retention agreement with respect to any property or assets acquired by the Company or any
Restricted Subsidiary;


 


(iii)          any
Security Interest existing on the property or assets or shares of stock of an entity at the time such entity is merged or amalgamated
with or into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the
property or assets of such entity as an entirety or substantially as an entirety to the Company or any Restricted Subsidiary or at the
time such entity becomes a Restricted Subsidiary;


 


(iv)          any
Security Interest existing on the property, assets or shares of stock of any successor entity that becomes the Company in accordance
with the provisions of Section 5.1 of the Base Indenture;


 


(v)           any
Security Interest upon property or assets (x) existing at the time of, or created within 360 days after, the acquisition of such
property or assets, or (y) securing Indebtedness incurred to finance all or part of the purchase price of such property or assets
or the cost of constructing, improving, developing or expanding such property or assets that was incurred before, at the time of, or
created within 360 days after, the later to occur of the completion of such construction, improvement, development or expansion or the
commencement of commercial operation or use of the property or assets;


 


(vi)          any
Security Interest that secures any Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary or by
the Company to a Restricted Subsidiary;


 


(vii)         mechanics’,
materialmen’s and other like liens (including those relating to construction, repair and storage) incurred in the ordinary course
of business;


 


(viii)        any
Security Interest arising by reason of deposits or security given to governmental agencies required in order to do business with the
government;


 


(ix)           Security
Interests for taxes, assessments or governmental charges not yet delinquent or Security Interests for taxes, assessments or governmental
charges already delinquent but the validity of which is being contested in good faith;


 


(x)           Security
Interests (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in
good faith and, in the case of judgment liens, execution thereon is stayed;


 






    12


     


    

 


(xi)           landlords’
liens on fixtures located on property leased by the Company or any Restricted Subsidiary in the ordinary course of business; 


 


(xii)          any
Security Interest in favor of any governmental authority in connection with the financing of the cost of construction or acquisition
of property;


 


(xiii)        any
Security Interest incurred in connection with pollution control, sewage or solid waste disposal, industrial revenue or similar financings;


 


(xiv)        any
Security Interest created by any program providing for the financing, sale or other disposition of trade or other receivables qualified
as current assets in accordance with GAAP entered into by the Company or by any Restricted Subsidiary, provided that such program is
on terms comparable for similar transactions, or any document executed by the Company or any Restricted Subsidiary in connection therewith,
and provided that such Security Interest is limited to the trade or other receivables in respect of which such program is created or
exists and the proceeds thereof; or


 


(xv)         any
extension, renewal or refunding (or successive extensions, renewals or refundings) in whole or in part of any Indebtedness secured by
any Security Interest referred to in the foregoing clauses (i) through (xiv), inclusive, provided that the Security Interest securing
such Indebtedness shall be limited to the property or assets which, immediately prior to such extension, renewal or refunding, secured
such Indebtedness and additions to such property or assets, and the principal amount of such refinancing Indebtedness secured by such
Security Interest does not exceed (x) the principal amount of such Indebtedness being refinanced plus (y) the aggregate amount
of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such
above-referenced refinancings.


 


Notwithstanding the foregoing
provisions of this Section 4.6(a), the Company or any of its Restricted Subsidiaries may create, incur, assume or suffer to exist
any Indebtedness secured by a Security Interest without so securing the Notes if, at the time such Security Interest becomes a Security
Interest upon any Principal Property of the Company or such Restricted Subsidiary and after giving effect thereto, the aggregate outstanding
principal amount of all Indebtedness of the Company and its Restricted Subsidiaries secured by Security Interests and permitted by this
sentence (including the Attributable Debt in respect of Sale and Leaseback Transactions, but excluding Attributable Debt in respect of
any Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Section 4.7(b)) does not exceed 15%
of Consolidated Tangible Assets.


 


(b)           In
the event that the Company shall hereafter secure the Notes equally and ratably with or prior to any other obligation or Indebtedness
pursuant to the provisions of this Section 4.6, the Trustee is hereby authorized to enter into an indenture or agreement supplemental
hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the
Notes so secured, equally and ratably with or prior to such other obligations or Indebtedness.”


 






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SECTION 2.11.     Limitations
on Sale and Leaseback Transactions. A new Section 4.7 shall be added after the newly added Section 4.6 of the Base Indenture,
which shall read as follows:


 


“Section 4.7 Limitations
on Sale and Leaseback Transactions.


 


The Company will not, and
will not permit any Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing to the Company or
any Restricted Subsidiary of any Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except
for temporary leases for a term of not more than three years and except for leases between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such person (herein referred to as a “Sale and Leaseback Transaction”) unless:


 


(a)           the
Company or such Restricted Subsidiary would be permitted pursuant to Section 4.6 to incur Indebtedness secured by a Security Interest
on the Principal Property to be leased, in an aggregate principal amount equal to the Attributable Debt associated with such Sale and
Leaseback Transaction, without equally and ratably securing the Notes;


 


(b)           within
180 days after the effective date of the Sale and Leaseback Transaction, the Company applies an amount equal to the fair value (as determined
by the Board of Directors) of such Principal Property to be leased to the redemption or retirement of the Notes and/or any other Securities
issued under the Indenture or to the payment or other retirement of other Indebtedness of the Company that ranks senior to or pari passu
with the Notes or of Indebtedness incurred by any Restricted Subsidiary (other than, in either case, Indebtedness owned by the Company
or any Restricted Subsidiary); or


 


(c)           within
180 days after entering into the Sale and Leaseback Transaction, the Company enters into a bona fide commitment or commitments to expend
for the acquisition or capital improvement of a Principal Property an amount at least equal to the fair value (as determined by the Board
of Directors) of such Principal Property to be leased.


 


Notwithstanding the foregoing,
the Company may, and may permit any Restricted Subsidiary to, effect any Sale and Leaseback Transaction that is not allowable under clauses
(a) through (c) of this Section 4.7 if, at the time of such Sale and Leaseback Transaction, the Attributable Debt associated
with such Sale and Leaseback Transaction, together with the aggregate principal amount of outstanding Indebtedness secured by Security
Interests upon Principal Property pursuant to the last sentence of Section 4.6(a), does not exceed 15% of Consolidated Tangible
Assets. The calculation of such aggregate principal amount of outstanding Indebtedness secured by Security Interests upon Principal Property
shall exclude (i) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and
expenses incurred in connection with any refinancing and (ii) any Attributable Debt in connection with which the Company has purchased
property, retired or defeased Indebtedness as described in Section 4.7(b).”


 






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SECTION 2.12.     Withholding
Taxes and Other Taxes. A new Section 4.8 shall be added after the newly added Section 4.7 of the Base Indenture, which
shall read as follows:


 


“Section 4.8
Withholding Taxes and Other Taxes.


 


(a)           All
payments made by or on behalf of the Company under or with respect to the Notes will be made without withholding or deduction for, or
on account of, any present or future tax, duty, assessment or other governmental charge (including penalties, interest and other liabilities
related thereto) (“Taxes”) imposed or levied by or on behalf of (1) the government of Canada or any province
or territory of Canada, (2) any other jurisdiction in which the Company is organized or otherwise is resident for tax purposes or
(3) any jurisdiction from or through which payment is made, in each case including any political subdivision or any authority or
agency therein or thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless required by law or
the interpretation or administration thereof. If the Company is obligated to withhold or deduct any amount on account of Taxes imposed
by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Company shall:


 


(i)             make
such withholding or deduction;


 


(ii)           remit
the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;


 


(iii)           subject
to the limitations in Section 4.8(b), pay such additional amounts (“Additional Amounts”) as additional interest
as may be necessary so that the net amounts received by each Holder, after such withholding or deduction (including any such withholding
or deduction on such Additional Amounts) will not be less than the amount such Holder would have received if such Taxes had not been
withheld or deducted;


 


(iv)           furnish
to the Trustee for the benefit of the Holders and beneficial owners of Notes, within 60 days after the date of the payment or remittance
of any Taxes is due pursuant to applicable law, certified copies of an official receipt of the relevant government authority for all
amounts deducted or withheld pursuant to applicable law, or if such receipts are not reasonably obtainable, other documentation evidencing
the remittance by the Company of those Taxes; and


 


(v)           at
least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee an Officer’s Certificate setting
forth the calculation of the Additional Amounts to be paid and such other information as the Trustee may request to enable the Trustee
to pay such Additional Amounts to Holders of Notes on the payment date.


 


(b)           Notwithstanding
the foregoing Section 4.8(a), no Additional Amounts will be paid with respect to or in respect of a payment made to or in respect
of any Holder or beneficial owner of the Notes (an “Excluded Holder”):


 


(i)            with
which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making
such payment;


 






    15


     


    

 


(ii)           for
or on account of Canadian withholding Taxes imposed on a payment under or with respect to a Note that is deemed under subsection 214(16)
of the Income Tax Act (Canada) (or any similar successor provision or equivalent provision of any provincial or territorial law)
to be a dividend;


 


(iii)           for
or on account of any Taxes that are imposed or withheld as a result of the presentation of any Note for payment (where presentation is
required) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Taxes by presenting the relevant Note
to another Paying Agent;


 


(iv)          which
is subject to such Taxes by reason of the Holder or the beneficial owner of the Note (or a fiduciary, settlor, beneficiary, partner of,
member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial
owner is an estate, trust, nominee, partnership, limited liability company or corporation) being a resident, domiciliary or national
of, incorporated in, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having
some present or former connection with the Relevant Taxing Jurisdiction otherwise than solely by the mere acquisition, holding or disposition
of the Notes or the receipt of payments or enforcement of rights thereunder;


 


(v)           for
or on account of any Taxes imposed or deducted or withheld by reason of the failure of the Holder or beneficial owner of the Note to
complete, execute and deliver to the Company, any reasonable form or document concerning such Holder’s or beneficial owner’s
nationality, citizenship, residence, identity or connection with the Relevant Taxing Jurisdiction, provided (1) such form or document
is required by law (including any applicable tax treaty) or by reason of the interpretation or administration of such law in order to
enable the Company to make payments on the Note without deduction or withholding for Taxes, or with deduction or withholding of a lesser
amount, and (2) the Company has provided a timely written request to the Holder for such form or document;


 


(vi)          for
or on account of any Taxes imposed or withheld as a result of the presentation of any Note for payment (where presentation is required)
more than 30 days after the relevant payment is first made available for payment to the Holder or beneficial owner (except to the extent
that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such
30-day period);


 


(vii)         for
or on account of any estate, inheritance, gift, sales, transfer, excise, personal property or similar Tax;


 


(viii)        for
or on account of any Tax that is payable otherwise than by withholding from payments under or with respect to the Notes (other than taxes
payable pursuant to Regulation 803 of the Income Tax Act (Canada), or any similar successor provision or equivalent provision
of any provincial or territorial law);


 


(ix)           if
the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment, to the extent that such payment
would be required to be included in income under the laws of the Relevant Taxing Jurisdiction for tax purposes, of a beneficiary or settlor
with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to such Additional
Amounts had that beneficiary, settlor, member or beneficial owner been the Holder of the Note;


 






    16


     


    

 


(x)            for
or on account of any Tax imposed pursuant to Sections 1471 through 1474 of the Code (including any amended or successor version), any
current or future regulations or official interpretations thereof, any fiscal or regulatory legislation, rules or practices adopted
pursuant to an intergovernmental agreement, treaty or convention between a non-U.S. jurisdiction and the United States with respect to
the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code;


 


(xi)           for
or on account of any Taxes imposed by the United States or any political subdivision thereof; or


 


(xii)          for
or on account of any combination of the exceptions listed in clauses (i) through (xi) immediately above.


 


(c)           Any
reference in this Indenture to the payment of principal, premium, if any, interest, purchase price, redemption price or any other amount
payable under or with respect to any Note will be deemed to include the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof. The Company’s obligation to make payments of Additional Amounts
will survive any termination of this Indenture or the defeasance of any rights hereunder.


 


(d)           Without
duplication of the foregoing, the Company shall indemnify and hold harmless each Holder and beneficial owner of Notes (other than an
Excluded Holder), and upon written request therefor, shall reimburse each such Holder and beneficial owner (without duplication), for
the full amount of (x) any Taxes imposed by a Relevant Taxing Jurisdiction and paid by such Holder or beneficial owner as a result
of payments made under or with respect to the Notes and (y) any Taxes levied or imposed and paid by such Holder or beneficial owner
with respect to any reimbursement under (x) above, but excluding any such Taxes on or computed by reference to such Holder’s
or beneficial owner’s net income, revenue, profits or capital.


 


(e)           Without
duplication of the foregoing, the Company shall pay any present or future stamp, issue, registration, court or documentary taxes or any
other excise, property or similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance, registration
or enforcement of the Notes, this Indenture or any other document or instrument in relation thereto, and the Company shall indemnify
the Holders and beneficial owners of the Notes for any such amounts (including penalties, interest and other liabilities related thereto)
paid by such Holders and beneficial owners.


 


(f)           Each
Holder or beneficial owner of the Notes shall cooperate with the Company and the Trustee to provide any information or documentation
reasonably requested by the Company or the Trustee in connection with the foregoing and to assist the Company or the Trustee in determining
the applicable withholding tax rate and the amount of Additional Amounts or indemnity payments payable in respect thereof (though the
foregoing shall impose no obligation on the Trustee other than pursuant to applicable laws or regulations).”








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SECTION 2.13.        When
the Company May Merge, Amalgamate, Etc. The first paragraph of Section 5.1 of the Base Indenture shall be amended and
restated in its entirety to read as follows:


  


“The Company
shall not, in a single transaction or through a series of related transactions, consolidate with or merge or amalgamate with or into,
or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”)
if such transaction or series of transactions, in the aggregate, would result in a conveyance, transfer or lease of all or substantially
all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to any successor person, unless:


 


(a)           the
Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing
under the laws of Canada or any province or territory thereof or any U.S. domestic jurisdiction and assumes by supplemental indenture
the Company’s obligations under the Notes and the Indenture; and


 


(b)           immediately
after giving effect to such transaction, no default or event of default shall have occurred and be continuing.”


 


SECTION 2.14.      Covenant
Defeasance. The first paragraph of Section 8.4 of the Base Indenture shall be amended and restated in its entirety to read as
follows:


 


“The Company may omit to comply with respect
to the Notes with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 5.1 as well as Article XII
(and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to the Notes under
Section 6.1), provided that the following conditions shall have been satisfied:”


 


SECTION 2.15.      Change
of Control Triggering Event. A new Article XII shall be added after Article XI of the Base Indenture, which shall read
as follows:


 


“ARTICLE XII


 


PURCHASE OF NOTES AT THE OPTION OF THE HOLDERS


 


Section 12.1           Purchase
at Option of Holders Upon a Change of Control Triggering Event


 


(a)           Upon
the occurrence of a Change of Control Triggering Event with respect to a series of Notes, unless the Company has exercised its right
to redeem the Notes of such series pursuant to Article III of the Indenture, each Holder of Notes of such series shall have the
right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change
of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if
any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on
the relevant record date to receive interest due on the relevant interest payment date; provided that (i) any such portion
to be purchased must be an integral multiple of $1,000 and (ii) the principal amount of any Note remaining after such purchase must
equal $2,000 or an integral multiple of $1,000 in excess thereof.


 






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(b)           Within
30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of Notes, or at the Company’s
option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by
first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures), a notice to each Holder of
Notes of the applicable series, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such
notice shall state:


 


(i)            the
events causing the Change of Control;


 


(ii)           the
date of the Change of Control;


 


(iii)          the
amount of the Change of Control Payment;


 


(iv)          the
purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required
by law (the “Change of Control Payment Date”);


 


(v)           if
the notice is sent prior to any Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated
on or prior to the Change of Control Payment Date;


 


(vi)          the
name and address of the Paying Agent;


 


(vii)         that
the Holder must complete the Change of Control Purchase Notice (as defined below) to participate in the Change of Control Offer; and


 


(viii)        any
other procedures that Holders must follow to require the Company to purchase the Notes.


 


(c)           Purchases
of Notes under this Section 12.1 shall be made, at the option of the Holder thereof, upon:


 


(i)            delivery
to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “Change of Control
Purchase Notice”) in the form set forth on the reverse of the Note at any time prior to 5:00 p.m., New York City time, on the
Change of Control Payment Date; or


 


(ii)           delivery
or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the
Change of Control Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying
Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Change of Control Payment therefor;
provided that such Change of Control Payment shall be so paid pursuant to this Section 12.1 only if the Note so delivered
to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related
Change of Control Purchase Notice.


 






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The Change of Control Purchase
Notice shall state:


 


(i)             if
certificated, the certificate numbers of Notes to be delivered for purchase;


 


(ii)           the
portion of the principal amount of Notes to be purchased (which portion to be purchased must be an integral multiple of $1,000);


 


(iii)           that
the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; and


 


(iv)           if
such Change of Control Purchase Notice is delivered prior to the occurrence of a Change of Control pursuant to a definitive agreement
giving rise to a Change of Control, that the Holder acknowledges that the Company’s offer is conditioned on the consummation of
such Change of Control; provided, however, that if the Notes are not in certificated form, the Change of Control Purchase
Notice must comply with appropriate procedures of the Depositary.


 


(d)           On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


(i)            accept
or cause a third party to accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;


 


(ii)           deposit
or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions
thereof properly tendered; and


 


(iii)          deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate
principal amount of Notes being purchased.


 


(e)           The
Company shall not be required to make a Change of Control Offer with respect to a series of Notes if a third party makes such an offer
in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party
purchases all the Notes of such series properly tendered and not withdrawn under its offer.


 


(f)            The
Trustee shall not have any obligation to monitor the occurrence or dates of any Change of Control Triggering Event and may rely conclusively
on an Officer’s Certificate from the Company related to such Change of Control Triggering Event. The Trustee shall not have any
obligation to notify the Holders of the occurrence or dates of any Change of Control Triggering Event.


 






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Section 12.2
  Compliance with Tender Offer Rules


 


The Company shall comply
in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes of a series as a result
of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the
Change of Control Offer provisions of the Notes of a series, the Company shall comply with those securities laws and regulations and
shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes of such series by virtue
of any such conflict.”


 


SECTION 2.16.     Notices.
Section 10.2 of the Base Indenture is hereby amended in part to change the delivery of notices to the Trustee to the following:


 


“U.S.
Bank National Association 


Corporate Trust Services 


8 Greenway Plz, Suite 1100 


Houston, TX 77046-0892 


Attention: Alejandro Hoyos
(Waste Connections) 


Telephone: (713) 212-7576 


Email: Alejandro.Hoyos@usbank.com”


 


SECTION 2.17.     Consent
to Jurisdiction and Service. A new Section 10.19 shall be added after Section 10.18 of the Base Indenture, which shall
read as follows:


 


“Section 10.19
Consent to Jurisdiction and Service


 


The Company hereby irrevocably
submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York and the County
and State of New York, United States of America in any suit or proceeding arising out of or relating to the Notes, the Indenture or the
transactions contemplated thereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any
such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in any
such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company
is subject by a suit upon such judgment. The Company irrevocably appoints Corporation Service Company, located at 80 State Street, Albany,
New York 12207-2543, as its authorized agent in the State of New York upon which process may be served in any such suit or proceeding,
and agrees that service of process upon such authorized agent, and written notice of such service to the Company by the person serving
the same to the address provided in this Section 10.19, shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and
has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action as may be necessary
to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date
of this Indenture.”


 






    21


     


    

 


ARTICLE Three


 


MISCELLANEOUS


 


SECTION 3.1.        Construction.
Unless otherwise supplemented or amended by this Fifth Supplemental Indenture, the Base Indenture is incorporated by reference in full
into this Fifth Supplemental Indenture, and all parties to this Fifth Supplemental Indenture agree to be bound by the terms and provisions
of the Base Indenture as supplemented and amended by this Fifth Supplemental Indenture. The Base Indenture and this Fifth Supplemental
Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Fifth Supplemental Indenture
supersede any similar provisions included in the Base Indenture unless not permitted by law.


 


SECTION 3.2.        Conflicts.
If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Fifth Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.


 


SECTION 3.3.        Successors
and Assigns. All covenants and agreements in this Fifth Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.


 


SECTION 3.4.        Severability.
In case any provision in this Fifth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions herein and therein shall not in any way be affected or impaired thereby.


 


SECTION 3.5.        Benefits
of the Indenture. Nothing in this Fifth Supplemental Indenture, expressed or implied, shall give to any person, other than the parties
hereto and their successors hereunder, and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim under
this Fifth Supplemental Indenture.


 


SECTION 3.6.        Governing
Law. This Fifth Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York
and this Fifth Supplemental Indenture and each such Note shall be governed by and construed in accordance with the laws of the State
of New York.


 


SECTION 3.7.        Defined
Terms. All terms used in this Fifth Supplemental Indenture not otherwise defined herein that are defined in the Base Indenture shall
have the meanings set forth therein.


 






    22


     


    

 


SECTION 3.8.        Counterparts.
This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument. The words “executed,” “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Fifth
Supplemental Indenture or any document to be signed in connection with this Fifth Supplemental Indenture shall be deemed to include
electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Without limitation to the foregoing, and anything in this Fifth Supplemental Indenture to the contrary notwithstanding, (a) any
Officer’s Certificate, Company Order, Opinion of Counsel, Note, instrument, agreement or other document delivered pursuant to
this Fifth Supplemental Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats,
(b) all references in Section 2.3 of the Base Indenture or elsewhere in this Fifth Supplemental Indenture to the
execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by
means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing
electronic means or formats, and (c) any requirement in this Fifth Supplemental Indenture that any signature be made under a
corporate seal (or facsimile thereof) shall not be applicable to the Notes. The Company agrees to assume all risks arising out of
the use of using digital signatures, including without limitation the risk of the Trustee acting on unauthorized instructions.


 


SECTION 3.9.        Concerning
the Trustee. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Fifth Supplemental Indenture or the Notes. The Trustee shall not be accountable for the use
or application by the Company of Notes or the proceeds thereof.


 


[Signature pages follow]


 






    23


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Fifth Supplemental Indenture to be duly executed all as of the day and year first above written.


 


	 	WASTE CONNECTIONS, INC.
	 	 
	 	By:	/s/ Mary Anne Whitney
	 	 	Name:  Mary Anne Whitney
	 	 	Title:    Executive Vice President and Chief Financial Officer




 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Alejandro Hoyos
	 	 	Name:  Alejandro Hoyos
	 	 	Title:    Vice President




 






    


     


    

 


EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


[THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE CEDE & CO., BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR
DEPOSITARY.


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


WASTE CONNECTIONS, INC.


 


2.200% SENIOR NOTES DUE 2032





 






1 These paragraphs should be included only if the Note
is issued in global form.


 






    A-1


     


    

 


CUSIP NO. 94106BAC5


 


ISIN NO. US94106BAC54


 


	 	 	 
	No. 
                   	 	$                          
	 	 	 


 


Waste Connections, Inc.,
a corporation existing under the laws of Ontario, Canada (herein called the “Company,” which term includes any successor
person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [________________]2 or
its registered assigns, the principal sum of ____________________ ($___________________) United States dollars[, or such greater or lesser
amount as may from time to time be endorsed on the Schedule of Increases and Decreases of Interests in the Global Note attached hereto
(but in no event may such amount exceed the aggregate principal amount of Notes authenticated pursuant to Section 2.3 of the Indenture
referred to below and then outstanding pursuant the terms of the Indenture)]3, on January 15, 2032, at the office or
agency of the Company referred to below, and to pay interest thereon from [____________________]4 or from the most recent
interest payment date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in each
year, commencing January 15, 2022 at the rate of 2.200% per annum, in United States dollars, until the principal hereof is paid
or duly provided for. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


The Company will duly and
punctually pay the principal of and interest, if any, on the Notes in whose name the Notes are registered at the close of business on
the January 1 and July 1 immediately preceding the related interest payment dates. On or before 11:00 a.m. New York City
time, on the applicable interest payment date, the Company shall deposit with the Paying Agent money sufficient to pay the principal
of and interest, if any, on the Notes. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest,
plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Holders of the Notes on a subsequent special
record date. The Company shall fix the record date and payment date. At least 10 days before the special record date, the Company shall
send by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures) to the Trustee and
to each Holder of the Notes a notice that states the special record date, the payment date and the amount of interest to be paid. The
Company may pay defaulted interest in any other lawful manner.


 


Payment of the principal
of, premium, if any, and interest on, this Security, and exchange or transfer of this Security, will be made at the office or agency
of the Company in The City of New York maintained for such purpose, or at such other office or agency as may be maintained for such purpose
(which initially will be the Corporate Trust Office of the Trustee or its affiliate located at 8 Greenway Plz, Suite 1100, Houston,
TX 77046-0892), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address
of the person entitled thereto as such address shall appear on the Security register.


 


Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


For purposes of the disclosure
required by the Interest Act (Canada), whenever any interest is calculated on the basis of a period of time other than a calendar
year, the annual rate of interest to which each rate of interest determined pursuant to such calculation is equivalent for the purposes
of the Interest Act (Canada) is such rate as so determined multiplied by the actual number of days in the calendar year in which
the same is to be ascertained and divided by the number of days used in the basis of such determination.


 





 









2 Cede & Co., if issued in global form.


3 Use if Global Security


4 September 20, 2021 for the initial Notes.


 






    A-2


     


    

 


Unless the certificate of
authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed
as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed by the manual or facsimile signature of one of its authorized officers.


 


	 	WASTE CONNECTIONS, INC., as Issuer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 









    A-3


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the 2.200%
Senior Notes due 2032 referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory




 


Dated:


 









    A-4


     


    

 


[FORM OF REVERSE SIDE OF SECURITY]


 


WASTE CONNECTIONS, INC.


 


2.200% Senior Notes due 2032


 


This Security is one of a
duly authorized issue of Securities of the Company designated as its 2.200% Senior Notes due 2032 (herein called the “Securities”),
initially in aggregate principal amount to $650,000,000, issued under and subject to the terms of an indenture (herein called the “Indenture”)
dated as of November 16, 2018, between the Company and U.S. Bank National Association, as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), as supplemented by a Fifth Supplemental Indenture, dated as of September 20,
2021, between the Company and the Trustee to which the Indenture reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.


 


This Security is subject
to optional redemption and a special tax redemption, and may be the subject of an offer to purchase, as further described in the Indenture.
The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities. In the event
of redemption of this Security in accordance with the Indenture in part only, a new Security or Securities in principal amount equal
to the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.


 


Upon the occurrence of a
Change of Control Triggering Event with respect to the Securities, unless the Company has exercised its right to redeem the Securities
pursuant to Article III of the Indenture, each Holder of the Securities shall have the right to require the Company to purchase
all or a portion (such that (i) any such portion to be purchased must be an integral multiple of $1,000 and (ii) the principal
amount of any Note remaining after such purchase must equal $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s
Security pursuant to Article XII of the Indenture.


 


If an Event of Default shall
occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


The Indenture contains provisions
for defeasance at any time of (a) the entire Indebtedness on the Securities and (b) certain covenants and Events of Default,
in each case upon compliance with certain conditions set forth therein.


 


The Indenture permits, with
certain exceptions (including certain amendments permitted without the consent of any Holders and certain amendments which require the
consent of all of the Holders) as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders under the Indenture and the Securities at any time by the Company and the Trustee with the consent of the
Holders of at least a majority in aggregate principal amount of the Securities at the time Outstanding that are affected. The Indenture
also contains provisions permitting the Holders of at least a majority in aggregate principal amount of the Securities (100% of the Holders
in certain circumstances) at the time Outstanding that are affected, to waive compliance by the Company with certain provisions of the
Indenture and the Securities and certain past Defaults and Events of Default under the Indenture and the Securities and their consequences.
Any such consent, amendment or waiver by or on behalf of the Holder of this Security, once effective, shall be conclusive and binding
upon every Holder affected by such amendment or waiver, with certain exceptions, and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Security.


 






    A-5


     


    

 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company or any other obligor
on the Securities (in the event such other obligor is obligated to make payments in respect of the Securities), which is absolute and
unconditional, to pay the principal of, and premium, if any, and interest, if any, on, this Security at the times, place, and rate, and
in the coin or currency, herein prescribed without the consent of the Holder of this Security.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the register that the Registrar
shall keep with respect to the Securities and to their transfer and exchange, upon surrender of this Security for registration of transfer
at the office or agency of the Company at the Corporate Trust Office, and thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


Except as indicated in the
Indenture, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.


 


A director, officer, employee
or stockholder (past or present), as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security,
each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


The Company, the Trustee
and any Agent shall treat a person as the Holder of such principal amount of outstanding Notes represented by a Global Security as shall
be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to
the Indenture.


 


THIS SECURITY SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


All terms used in this Security
which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.


 






    A-6


     


    

 


CHANGE OF CONTROL PURCHASE NOTICE


 


If you want to elect to have only part of the Security purchased by
the Company pursuant to Section 12.1 of the Indenture, state the amount you elect to have purchased:


 


$                                                 


 


Date:                                                 


 


Your Signature:                                                 


 


(Sign exactly as your name appears on the face of this Security)


 


Tax Identification No:                                                 


 


Signature Guarantee*:                                                 


 


*Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


 









    A-7


     


    

 


SCHEDULE OF INCREASES AND DECREASES OF INTERESTS

IN THE GLOBAL SECURITY5


 


The following increases or
decreases in this Global Security have been made:


 


	 	 	 	 	 	 	 	 	 
	Date of Exchange	 	Amount of decrease in Principal
    Amount of this Global Security	 	Amount of increase in Principal
    Amount of this Global Security	 	Principal Amount of this
    Global Security following such decrease (or increase)	 	Signature of authorized
    officer of Trustee or Note Custodian


 





 






5 This should be included only if the Security is a Global
Security.


 









    A-8


     


    

 


EXHIBIT B


 


[FORM OF FACE OF SECURITY]


 


[THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE CEDE & CO., BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR
DEPOSITARY.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.] 6


 


WASTE CONNECTIONS, INC.


 


2.950% SENIOR NOTES DUE 2052


 





 






6 These paragraphs should be included only if the Note
is issued in global form.


 






    B-1


     


    

 


CUSIP NO. 94106BAD3


 


ISIN NO. US94106BAD38


 


	 	 	 
	No. 
                   	 	$                                    
	 	 	 


 


Waste
Connections, Inc., a corporation existing under the laws of Ontario, Canada (herein called the “Company,” which
term includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
[________________] 7 or its registered assigns, the principal sum of ____________________ ($___________________) United
States dollars[, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases and Decreases of
Interests in the Global Note attached hereto (but in no event may such amount exceed the aggregate principal amount of Notes
authenticated pursuant to Section 2.3 of the Indenture referred to below and then outstanding pursuant the terms of the
Indenture)] 8, on January 15, 2052, at the office or agency of the Company referred to below, and to pay interest
thereon from [____________________] 9 or from the most recent interest payment date to which interest has been paid or
duly provided for, semi-annually on January 15 and July 15 in each year, commencing January 15, 2022 at the rate of
2.950% per annum, in United States dollars, until the principal hereof is paid or duly provided for. Interest shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.


 


The Company will duly and
punctually pay the principal of and interest, if any, on the Notes in whose name the Notes are registered at the close of business on
the January 1 and July 1 immediately preceding the related interest payment dates. On or before 11:00 a.m. New York City
time, on the applicable interest payment date, the Company shall deposit with the Paying Agent money sufficient to pay the principal
of and interest, if any, on the Notes. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest,
plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Holders of the Notes on a subsequent special
record date. The Company shall fix the record date and payment date. At least 10 days before the special record date, the Company shall
send by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures) to the Trustee and
to each Holder of the Notes a notice that states the special record date, the payment date and the amount of interest to be paid. The
Company may pay defaulted interest in any other lawful manner.


 


Payment of the principal
of, premium, if any, and interest on, this Security, and exchange or transfer of this Security, will be made at the office or agency
of the Company in The City of New York maintained for such purpose, or at such other office or agency as may be maintained for such purpose
(which initially will be the Corporate Trust Office of the Trustee or its affiliate located at 8 Greenway Plz, Suite 1100, Houston,
TX 77046-0892), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address
of the person entitled thereto as such address shall appear on the Security register.


 


Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


For purposes of the disclosure
required by the Interest Act (Canada), whenever any interest is calculated on the basis of a period of time other than a calendar
year, the annual rate of interest to which each rate of interest determined pursuant to such calculation is equivalent for the purposes
of the Interest Act (Canada) is such rate as so determined multiplied by the actual number of days in the calendar year in which
the same is to be ascertained and divided by the number of days used in the basis of such determination.


 





 






7 Cede & Co., if issued in global form.


8 Use if Global Security


9 September 20, 2021 for the initial Notes.


 






    B-2


     


    

 


Unless the certificate of
authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed
as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed by the manual or facsimile signature of one of its authorized officers.


 


	 	WASTE CONNECTIONS, INC., as Issuer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    B-3


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the 2.950%
Senior Notes due 2052 referred to in the within-mentioned Indenture.


 





	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Dated:


 









    B-4


     


    

 


[FORM OF REVERSE SIDE OF SECURITY]


 


WASTE CONNECTIONS, INC.


 


2.950% Senior Notes due 2052


 


This Security is one of a
duly authorized issue of Securities of the Company designated as its 2.950% Senior Notes due 2052 (herein called the “Securities”),
initially in aggregate principal amount to $850,000,000, issued under and subject to the terms of an indenture (herein called the “Indenture”)
dated as of November 16, 2018, between the Company and U.S. Bank National Association, as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), as supplemented by a Fifth Supplemental Indenture, dated as of September 20,
2021, between the Company and the Trustee to which the Indenture reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.


 


This Security is subject
to optional redemption and a special tax redemption, and may be the subject of an offer to purchase, as further described in the Indenture.
The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities. In the event
of redemption of this Security in accordance with the Indenture in part only, a new Security or Securities in principal amount equal
to the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.


 


Upon the occurrence of a
Change of Control Triggering Event with respect to the Securities, unless the Company has exercised its right to redeem the Securities
pursuant to Article III of the Indenture, each Holder of the Securities shall have the right to require the Company to purchase
all or a portion (such that (i) any such portion to be purchased must be an integral multiple of $1,000 and (ii) the principal
amount of any Note remaining after such purchase must equal $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s
Security pursuant to Article XII of the Indenture.


 


If an Event of Default shall
occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


The Indenture contains provisions
for defeasance at any time of (a) the entire Indebtedness on the Securities and (b) certain covenants and Events of Default,
in each case upon compliance with certain conditions set forth therein.


 






    B-5


     


    

 


The Indenture permits, with
certain exceptions (including certain amendments permitted without the consent of any Holders and certain amendments which require the
consent of all of the Holders) as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders under the Indenture and the Securities at any time by the Company and the Trustee with the consent of the
Holders of at least a majority in aggregate principal amount of the Securities at the time Outstanding that are affected. The Indenture
also contains provisions permitting the Holders of at least a majority in aggregate principal amount of the Securities (100% of the Holders
in certain circumstances) at the time Outstanding that are affected, to waive compliance by the Company with certain provisions of the
Indenture and the Securities and certain past Defaults and Events of Default under the Indenture and the Securities and their consequences.
Any such consent, amendment or waiver by or on behalf of the Holder of this Security, once effective, shall be conclusive and binding
upon every Holder affected by such amendment or waiver, with certain exceptions, and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Security.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company or any other obligor
on the Securities (in the event such other obligor is obligated to make payments in respect of the Securities), which is absolute and
unconditional, to pay the principal of, and premium, if any, and interest, if any, on, this Security at the times, place, and rate, and
in the coin or currency, herein prescribed without the consent of the Holder of this Security.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the register that the Registrar
shall keep with respect to the Securities and to their transfer and exchange, upon surrender of this Security for registration of transfer
at the office or agency of the Company at the Corporate Trust Office, and thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


Except as indicated in the
Indenture, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.


 


A director, officer, employee
or stockholder (past or present), as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security,
each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


The Company, the Trustee
and any Agent shall treat a person as the Holder of such principal amount of outstanding Notes represented by a Global Security as shall
be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to
the Indenture.


 


THIS SECURITY SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


All terms used in this Security
which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.


 






    B-6


     


    

 


CHANGE OF CONTROL PURCHASE NOTICE


 


If you want to elect to have only part of the Security purchased by
the Company pursuant to Section 12.1 of the Indenture, state the amount you elect to have purchased:


 


$                                         


 


Date:                                         


 


Your Signature:                                         


 


(Sign exactly as your name appears on the face of this Security)                                         


 


Tax Identification No:                                         


 


Signature Guarantee*:                                         


 


*Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


 









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SCHEDULE OF INCREASES AND DECREASES OF INTERESTS

IN THE GLOBAL SECURITY10


 


The following increases or
decreases in this Global Security have been made:


 


	Date of Exchange	 	Amount of decrease in Principal
    Amount of this Global Security	 	Amount of increase in Principal
    Amount of this Global Security	 	Principal Amount of this
    Global Security following such decrease (or increase)	 	Signature of authorized
    officer of Trustee or Note Custodian


 





 






10 This should be included only if the Security is a Global Security.


 






    B-8