ex4-1.htm


    
      

    

    Exhibit 4.1

     

    
      


       

      Waste
Connections, Inc.

      And

      its
Subsidiaries

      


      


      $175,000,000
6.22% Series 2008A Senior Notes due October 1, 2015

      


      


      


      


      ______________

      


      Master
Note Purchase Agreement

      


      ______________

      


      


       

      Dated
July 15, 2008

       

       

       

       

       

       

      
        

        

      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        
          	 
      	
                  TABLE OF CONTENTS

                	 
      
	 
      	 
      	 
      
	
                  SECTION

                	
                  HEADING

                	
                  PAGE

                
	 
      	 
      	 
      
	
                  SECTION 1.

                	
                  AUTHORIZATION OF NOTES

                	
                  1

                
	
                  Section 1.1.

                	
                  Authorization
      of Series 2008A Notes

                	
                  1

                
	
                  Section 1.2.

                	
                  Additional
      Series of Notes

                	
                  1

                
	 
      	 
      	 
      
	
                  SECTION 2.

                	
                  SALE AND PURCHASE OF SERIES 2008A NOTES

                	
                  2

                
	
                  Section 2.1.

                	
                  Notes

                	
                  2

                
	
                  Section 2.2.

                	
                  Release
      of Obligors

                	
                  3

                
	 
      	 
      	 
      
	
                  SECTION 3.

                	
                  CLOSING

                	
                  3

                
	 
      	 
      	 
      
	
                  SECTION 4.

                	
                  CONDITIONS TO CLOSING

                	
                  3

                
	
                  Section 4.1.

                	
                  Representations
      and Warranties

                	
                  3

                
	
                  Section 4.2.

                	
                  Performance;
      No Default

                	
                  4

                
	
                  Section 4.3.

                	
                  Compliance
      Certificates

                	
                  4

                
	
                  Section 4.4.

                	
                  Opinions
      of Counsel

                	
                  4

                
	
                  Section 4.5.

                	
                  Purchase
      Permitted by Applicable Law, Etc

                	
                  4

                
	
                  Section 4.6.

                	
                  Sale
      of Other Series 2008A Notes

                	
                  5

                
	
                  Section 4.7.

                	
                  Payment
      of Special Counsel Fees

                	
                  5

                
	
                  Section 4.8.

                	
                  Private
      Placement Number

                	
                  5

                
	
                  Section 4.9.

                	
                  Changes
      in Corporate Structure

                	
                  5

                
	
                  Section 4.10.

                	
                  Funding
      Instructions

                	
                  5

                
	
                  Section 4.11.

                	
                  Proceedings
      and Documents

                	
                  5

                
	
                  Section 4.12.

                	
                  Conditions
      to Issuance of Additional Notes

                	
                  6

                
	 
      	 
      	 
      
	
                  SECTION 5.

                	
                  REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS

                	
                  6

                
	
                  Section 5.1.

                	
                  Organization;
      Power and Authority

                	
                  6

                
	
                  Section 5.2.

                	
                  Authorization,
      Etc

                	
                  7

                
	
                  Section 5.3.

                	
                  Disclosure

                	
                  7

                
	
                  Section 5.4.

                	
                  Organization
      and Ownership of Shares of Subsidiaries; Affiliates

                	
                   
      7

                
	
                  Section 5.5.

                	
                  Financial
      Statements; Material Liabilities

                	
                  8

                
	
                  Section 5.6.

                	
                  Compliance
      with Laws, Other Instruments, Etc

                	
                  8

                
	
                  Section 5.7.

                	
                  Governmental
      Authorizations, Etc

                	
                  8

                
	
                  Section 5.8.

                	
                  Litigation;
      Observance of Agreements, Statutes and Orders

                	
                  8

                
	
                  Section 5.9.

                	
                  Taxes

                	
                  9

                
	
                  Section 5.10.

                	
                  Title
      to Property; Leases

                	
                  9

                
	
                  Section 5.11.

                	
                  Licenses,
      Permits, Etc

                	
                  9

                
	
                  Section 5.12.

                	
                  Compliance
      with ERISA

                	
                  10

                
	
                  Section 5.13.

                	
                  Private
      Offering by the Obligors

                	
                  10

                
	
                  Section 5.14.

                	
                  Use
      of Proceeds; Margin Regulations

                	
                  11

                


        

         

        
          
            
            

          

          
            - i
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                  Section 5.15.

                	
                  Existing
      Indebtedness; Future Liens

                	
                  11

                
	
                  Section 5.16.

                	
                  Foreign
      Assets Control Regulations, Etc

                	
                  11

                
	
                  Section 5.17.

                	
                  Status
      under Certain Statutes

                	
                  12

                
	
                  Section 5.18.

                	
                  Environmental
      Matters

                	
                  12

                
	 
      	 
      	 
      
	
                  SECTION 6.

                	
                  REPRESENTATIONS OF THE
      PURCHASERS

                	
                  13

                
	
                  Section 6.1.

                	
                  Purchase
      for Investment

                	
                  13

                
	
                  Section 6.2.

                	
                  Source
      of Funds

                	
                  14

                
	 
      	 
      	 
      
	
                  SECTION 7.

                	
                  INFORMATION AS TO OBLIGORS

                	
                  15

                
	
                  Section 7.1.

                	
                  Financial
      and Business Information

                	
                  15

                
	
                  Section 7.2.

                	
                  Officer’s
      Certificate

                	
                  18

                
	
                  Section 7.3.

                	
                  Visitation

                	
                  19

                
	 
      	 
      	 
      
	
                  SECTION 8.

                	
                  PAYMENT AND PREPAYMENT OF THE SERIES 2008A NOTES

                	
                  19

                
	
                  Section 8.1.

                	
                  Maturity

                	
                  19

                
	
                  Section 8.2.

                	
                  Optional
      Prepayments with Make-Whole Amount

                	
                  19

                
	
                  Section 8.3.

                	
                  Allocation
      of Partial Prepayments

                	
                  19

                
	
                  Section 8.4.

                	
                  Maturity;
      Surrender, Etc

                	
                  20

                
	
                  Section 8.5.

                	
                  Purchase
      of Notes

                	
                  20

                
	
                  Section 8.6.

                	
                  Make-Whole
      Amount for the Series 2008A Notes

                	
                  20

                
	
                  Section 8.7.

                	
                  Change
      in Control

                	
                  22

                
	 
      	 
      	 
      
	
                  SECTION 9.

                	
                  AFFIRMATIVE COVENANTS

                	
                  23

                
	
                  Section 9.1.

                	
                  Compliance
      with Law

                	
                  23

                
	
                  Section 9.2.

                	
                  Insurance

                	
                  24

                
	
                  Section 9.3.

                	
                  Maintenance
      of Properties

                	
                  24

                
	
                  Section 9.4.

                	
                  Payment
      of Taxes and Claims

                	
                  24

                
	
                  Section 9.5.

                	
                  Corporate
      Existence, Etc

                	
                  24

                
	
                  Section 9.6.

                	
                  Books
      and Records

                	
                  25

                
	
                  Section 9.7.

                	
                  Notes
      to Rank Pari Passu

                	
                  25

                
	
                  Section 9.8.

                	
                  New
      Obligors

                	
                  25

                
	
                  Section 9.9.

                	
                  Limitation
      on Excluded Subsidiaries

                	
                  26

                
	 
      	 
      	 
      
	
                  SECTION 10.

                	
                  NEGATIVE COVENANTS

                	
                  26

                
	
                  Section 10.1.

                	
                  Restrictions
      on Indebtedness

                	
                  26

                
	
                  Section 10.2

                	
                  Restrictions
      on Liens

                	
                  27

                
	
                  Section 10.3.

                	
                  Restrictions
      on Investments

                	
                  29

                
	
                  Section 10.4.

                	
                  Merger,
      Consolidation and Disposition of Assets

                	
                  29

                
	
                  Section 10.4.1.

                	
                  Mergers
      and Acquisitions

                	
                  29

                
	
                  Section 10.4.2.

                	
                  Disposition
      of Assets

                	
                  30

                
	
                  Section 10.5.

                	
                  Sale
      and Leaseback

                	
                  31

                
	
                  Section 10.6.

                	
                  Restricted
      Payments and Redemptions

                	
                  31

                
	
                  Section 10.7.

                	
                  Employee
      Benefit Plans

                	
                  32

                


        

         

        
          
            
            

          

          
            - ii
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                  Section 10.8.

                	
                  Negative
      Pledges

                	
                  32

                
	
                  Section 10.9.

                	
                  Business
      Activities

                	
                  32

                
	
                  Section 10.10.

                	
                  Transactions
      with Affiliates

                	
                  33

                
	
                  Section 10.11.

                	
                  Prepayments
      of Indebtedness

                	
                  33

                
	
                  Section 10.12.

                	
                  Accounting
      Changes

                	
                  33

                
	
                  Section 10.13.

                	
                  Leverage
      Ratio

                	
                  33

                
	
                  Section 10.14.

                	
                  Interest
      Coverage Ratio

                	
                  33

                
	
                  Section 10.15.

                	
                  Terrorism
      Sanctions Regulations

                	
                  33

                
	 
      	 
      	 
      
	
                  SECTION 11.

                	
                  EVENTS OF DEFAULT

                	
                  34

                
	 
      	 
      	 
      
	
                  SECTION 12.

                	
                  REMEDIES ON DEFAULT, ETC

                	
                  36

                
	
                  Section 12.1.

                	
                  Acceleration

                	
                  36

                
	
                  Section 12.2.

                	
                  Other
      Remedies

                	
                  36

                
	
                  Section 12.3.

                	
                  Rescission

                	
                  37

                
	
                  Section 12.4.

                	
                  No
      Waivers or Election of Remedies, Expenses, Etc

                	
                  37

                
	 
      	 
      	 
      
	
                  SECTION 13.

                	
                  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES

                	
                  37

                
	
                  Section 13.1.

                	
                  Registration
      of Notes

                	
                  37

                
	
                  Section 13.2.

                	
                  Transfer
      and Exchange of Notes

                	
                  38

                
	
                  Section 13.3.

                	
                  Replacement
      of Notes

                	
                  38

                
	 
      	 
      	 
      
	
                  SECTION 14.

                	
                  PAYMENTS ON NOTES

                	
                  39

                
	
                  Section 14.1.

                	
                  Place
      of Payment

                	
                  39

                
	
                  Section 14.2.

                	
                  Home
      Office Payment

                	
                  39

                
	 
      	 
      	 
      
	
                  SECTION 15.

                	
                  EXPENSES, ETC.

                	
                  39

                
	
                  Section 15.1.

                	
                  Transaction
      Expenses

                	
                  39

                
	
                  Section 15.2.

                	
                  Survival

                	
                  40

                
	 
      	 
      	 
      
	
                  SECTION 16.

                	
                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE

                	 
      
	 
      	
                  AGREEMENT

                	
                  40

                
	 
      	 
      	 
      
	
                  SECTION 17.

                	
                  AMENDMENT AND WAIVER

                	
                  40

                
	
                  Section 17.1.

                	
                  Requirements

                	
                  40

                
	
                  Section 17.2.

                	
                  Solicitation
      of Holders of Notes

                	
                  41

                
	
                  Section 17.3.

                	
                  Binding
      Effect, Etc

                	
                  42

                
	
                  Section 17.4.

                	
                  Notes
      Held by Obligors, Etc

                	
                  42

                
	 
      	 
      	 
      
	
                  SECTION 18.

                	
                  NOTICES

                	
                  42

                
	 
      	 
      	 
      
	
                  SECTION 19.

                	
                  REPRODUCTION OF DOCUMENTS

                	
                  43

                


        

         

        
          
            
            

          

          
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                  SECTION 20.

                	
                  CONFIDENTIAL INFORMATION

                	
                  43

                
	 
      	 
      	 
      
	
                  SECTION 21.

                	
                  SUBSTITUTION OF PURCHASER

                	
                  44

                
	 
      	 
      	 
      
	
                  SECTION 22.

                	
                  MISCELLANEOUS

                	
                  45

                
	
                  Section 22.1.

                	
                  Successors
      and Assigns

                	
                  45

                
	
                  Section 22.2.

                	
                  Payments
      Due on Non-Business Days

                	
                  45

                
	
                  Section 22.3.

                	
                  Accounting
      Terms

                	
                  45

                
	
                  Section 22.4.

                	
                  Severability

                	
                  45

                
	
                  Section 22.5.

                	
                  Construction,
      Etc

                	
                  45

                
	
                  Section 22.6.

                	
                  Counterparts

                	
                  46

                
	
                  Section 22.7.

                	
                  Governing
      Law

                	
                  46

                
	
                  Section 22.8.

                	
                  Jurisdiction
      and Process; Waiver of Jury Trial

                	
                  46

                
	 
      	 
      	 
      
	
                  Signature

                	 
      	
                  48

                
	 
      	 
      	 
      


        

         

        
          
            
            

          

          
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                    SCHEDULE A

                  	
                    —

                  	
                    Information
      Relating to Purchasers

                  
	 
      	 
      	 
      
	
                    SCHEDULE B

                  	
                    —

                  	
                    Defined
      Terms

                  
	 
      	 
      	 
      
	
                    SCHEDULE
4.9

                  	
                    —

                  	
                    Changes
      in Corporate Structure

                  
	 
      	 
      	 
      
	
                    SCHEDULE
5.3

                  	
                    —

                  	
                    Disclosure
      Materials

                  
	 
      	 
      	 
      
	
                    SCHEDULE
5.4

                  	
                    —

                  	
                    Subsidiaries
      of the Company and Ownership of Subsidiary Stock

                  
	 
      	 
      	 
      
	
                    SCHEDULE
5.5

                  	
                    —

                  	
                    Financial
      Statements

                  
	 
      	 
      	 
      
	
                    SCHEDULE
    5.15

                  	
                    —

                  	
                    Existing
      Indebtedness

                  
	 
      	 
      	 
      
	
                    SCHEDULE
    10.2

                  	
                    —

                  	
                    Existing
      Liens

                  
	 
      	 
      	 
      
	
                    EXHIBIT 1

                  	
                    —

                  	
                    Form
      of 6.22% Series 2008A Senior Notes due October 1, 2015

                  
	 
      	 
      	 
      
	
                    EXHIBIT
    4.4(a)

                  	
                    —

                  	
                    Form
      of Opinion of Special Counsel for the Obligors

                  
	 
      	 
      	 
      
	
                    EXHIBIT
    4.4(b)

                  	
                    —

                  	
                    Form
      of Opinion of Special Counsel for the Purchasers

                  
	 
      	 
      	 
      
	
                    EXHIBIT
    7.2(a)

                  	
                    —

                  	
                    Covenant
      Compliance Certificates

                  
	 
      	 
      	 
      
	
                    Exhibit
      9.8

                  	
                    —

                  	
                    Form
      of Joinder Agreement and Affirmation

                  
	 
      	 
      	 
      
	
                    EXHIBIT S

                  	
                    —

                  	
                    Form
      of Supplement to Master Note Purchase Agreement

                  
	 
      	 
      	 
      


          

        

         

      

      
        
          
          

        

        
          - v
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      Waste
Connections, Inc.

      35
Iron Point Circle, Suite 200

      Folsom,
California 95360

      


      $175,000,000
6.22% Series 2008A Senior Notes due October 1, 2015

      


      


      July 15,
2008

      


      


      
        	
                To
      Each of the Purchasers Listed in

              


      

      Schedule A
Hereto:

       

      Ladies
and Gentlemen:

       

      Waste
Connections, Inc., a Delaware corporation (the “Company”), and its
Subsidiaries party hereto (the Company and such Subsidiaries
are each an “Obligor”
and, collectively, the “Obligors”), jointly and
severally agree with each of the purchasers whose names appear at the end hereof
(each, a “Purchaser” and, collectively, the “Purchasers”) as
follows:

       

      
        	
                SECTION
      1.  

              	
                Authorization
      of notes

              


      

       

          Section 1.1.    Authorization of Series 2008A
Notes.  The Obligors will authorize the issue and sale of
$175,000,000 aggregate principal amount of their 6.22% Series 2008A Senior Notes
due October 1, 2015 (the “Series 2008A
Notes”).  The Series 2008A Notes described above, together with
each series of Additional Notes that may from time to time be issued pursuant to
the provisions of Section 1.2 hereof, are collectively referred to as the
“Notes” (such term
shall also include any such notes issued in substitution therefor pursuant to
Section 13).  The Series 2008A Notes shall be substantially in
the form set out in Exhibit 1.  Certain capitalized and other
terms used in this Agreement are defined in Schedule B; and references to a
“Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an
Exhibit attached to this Agreement.

       

          Section 1.2.    Additional Series of
Notes.  The Obligors may, from time to time, in their sole
discretion but subject to the terms hereof, issue and sell one or more
additional series of their senior unsecured promissory notes under the
provisions of this Agreement pursuant to a supplement (a “Supplement”) substantially
in the form of Exhibit S, provided that the aggregate
principal amount of Series 2008A Notes plus Notes of all series issued and
outstanding at any one time pursuant to all Supplements in accordance with the
terms of this Section 1.2 shall not exceed $500,000,000.  Each
additional series of Notes (the “Additional Notes”) issued
pursuant to a Supplement shall be subject to the following terms and
conditions:

       

          (i)    each series
of Additional Notes, when so issued, shall be differentiated from all previous
series by sequential chronological and alphabetical designation inscribed
thereon;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          
            	
                    Waste Connections
      Inc. 

                  	
                    Note Purchase
      Agreement 

                  


          

        

      

      
         

      

          (ii)    each series
of Additional Notes shall be dated the date of issue, bear interest at such rate
or rates, mature on such date or dates, be subject to such mandatory and
optional prepayments on the dates and at the premiums, if any, have such
additional or different conditions precedent to closing, such representations
and warranties and such additional covenants and additional events of default
(including covenants and/or events of default which are similar in structure to
existing covenants and/or events of default and are more restrictive) as shall
be specified in the Supplement under which such Additional Notes are issued and
upon execution of any such Supplement, this Agreement shall be amended (a) to
reflect such additional covenants and such additional events of default without
further action on the part of the holders of the Notes outstanding under this
Agreement, provided,
that any such additional covenants and additional events of default shall not
reduce or diminish any existing covenants or events of default, but shall inure
to the benefit of all holders of Notes so long as any Additional Notes issued
pursuant to such Supplement remain outstanding, and (b) to reflect such
representations and warranties as are contained in such Supplement for the
benefit of the holders of such Additional Notes in accordance with the
provisions of Section 16; 

       

          (iii)    each series
of Additional Notes issued under this Agreement shall be in substantially the
form of Exhibit 1 to Exhibit S hereto with such variations, omissions
and insertions as are necessary or permitted hereunder;

       

          (iv)    the minimum
principal amount of any series of Notes issued under a Supplement shall be
$10,000,000, and the minimum denomination shall be $100,000 except as may be
necessary to evidence the outstanding amount of any Note originally issued in a
denomination of $100,000 or more;

       

          (v)    all
Additional Notes shall mature more than one year after the issuance thereof and
shall rank pari passu
with all other outstanding Notes; and 

       

          (vi)    no Additional
Notes shall be issued hereunder if, at the time of issuance thereof or after
giving effect to the application of the proceeds thereof, any Default or Event
of Default shall have occurred and be continuing.

       

      It is
specifically acknowledged and agreed that the Purchasers of the Series 2008A
Notes, or any other holder of Notes shall not have any obligation to purchase
any Additional Notes.

       

      
        	
                SECTION
      2.

              	
                Sale
      and purchase of series 2008a notes

              


      

       

      
      

          Section 2.1.    Notes.  Subject to
the terms and conditions of this Agreement, the Obligors will issue and sell to
each Purchaser and each Purchaser will purchase from the Obligors, at the
Closing provided for in Section 3, Series 2008A Notes in the principal
amount specified opposite such Purchaser’s name in Schedule A at the
purchase price of 100% of the principal amount thereof.  The
Purchasers’ obligations hereunder are several and not joint obligations and no
Purchaser shall have any liability to any Person for the performance or
non-performance of any obligation by any other Purchaser
hereunder.  The Series 2008A Notes and each other series of Notes
issued hereunder are each herein sometimes referred to as Notes of a
“series”.

       

      
        
          
          

        

        
          - 2
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          	Waste Connections
      Inc. 	
                  Note Purchase
      Agreement 

                


        

      

       

          Section 2.2.    Release of
Obligors.  If the Company sells, leases or otherwise disposes
of all or substantially all of the assets or all of the Capital Stock of another
Obligor to any Person (other than an Affiliate), the holders of the Notes agree
to discharge and release such Obligor from this Agreement on the written request
of the Company; provided that at the time of
such release and discharge, the Company shall deliver a certificate of a
Responsible Officer to the holders of the Notes stating that no Default or Event
of Default exists.  

       

      
        	
                SECTION
      3.

              	
                Closing

              


      

       

      
      

      The
execution and delivery of this Agreement will be made at the offices of Chapman
and Cutler, 111 West Monroe Street, Chicago, Illinois 60603 on July 15,
2008.  The sale and purchase of the Series 2008A Notes to be
purchased by each Purchaser shall occur at the offices of Chapman and Cutler,
LLP, 111 West Monroe Street, Chicago, Illinois 60603 at 10:00 a.m. Central time,
at a closing (the “Closing”) on October 1,
2008. At the Closing, the Obligors will deliver to each Purchaser the Series
2008A Notes to be purchased by such Purchaser in the form of a single Series
2008A Note (or such greater number of Series 2008A Notes in denominations of at
least $100,000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchaser’s name (or in the name of its nominee), against
delivery by such Purchaser to the Obligors or their order of immediately
available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Obligors in accordance with
wire transfer instructions provided by the Company to such Purchaser pursuant to
Section 4.10.  If, at the Closing, the Obligors shall fail to tender
any Series 2008A Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not
have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser
shall, at its election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights such Purchaser may have by reason
of such failure or such nonfulfillment.

       

      
        	
                SECTION
      4.

              	
                Conditions
      to closing

              


      

       

      Each
Purchaser’s obligation to purchase and pay for the Series 2008A Notes to be sold
to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser’s reasonable satisfaction, prior to or at the Closing, of the
following conditions (except that the conditions set forth in Section 4.12 shall
not be applicable to the Series 2008A Notes):

       

          Section
4.1.    Representations and
Warranties.  The representations and warranties of the Obligors
in this Agreement shall be correct when made and at the time of the
Closing.

       

          Section 4.2.    Performance; No
Default.  The Obligors shall have performed and complied with
all agreements and conditions contained in this Agreement required to be
performed or complied with by the Obligors prior to or at the Closing and after
giving effect to the issue and sale of the Series 2008A Notes (and the
application of the proceeds thereof as contemplated by Section 5.14) no Default
or Event of Default shall have occurred and be continuing.  None of
the Obligors nor any Subsidiary shall have entered into any transaction since
the date of the Memorandum that would have been prohibited by the covenants
contained in Section 10 had such covenants applied since such
date.

       

      
        
          
          

        

        
          - 3
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          	Waste Connections
      Inc. 	
                  Note Purchase
      Agreement 

                


        

      

       

          Section 4.3.    Compliance
Certificates.

       

                    (a)Officer’s
Certificate.  Each Obligor shall have delivered to such
Purchaser an Officer’s Certificate, dated the date of the Closing, certifying
that the conditions specified in Sections 4.1, 4.2 and 4.9 have been
fulfilled.

       

                    (b)Secretary’s
Certificate.  Each Obligor shall have delivered to such
Purchaser a certificate of its Secretary or Assistant Secretary, dated the date
of the Closing, certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Series 2008A Notes and this Agreement.

       

          Section 4.4.    Opinions of
Counsel.  Such Purchaser shall have received opinions in form
and substance satisfactory to such Purchaser, dated the date of the Closing
(a) from Shartsis Friese LLP, counsel for the Obligors, covering the
matters set forth in Exhibit 4.4(a) and covering such other
matters incident to the transactions contemplated hereby as such Purchaser may
reasonably request as a result of any change in law between the date hereof and
the date of the Closing (and
the Obligors hereby instructs its counsel to deliver such opinion to the
Purchasers) and (b) from Chapman and Cutler, LLP, the Purchasers’ special
counsel in connection with such transactions, substantially in the form set
forth in Exhibit 4.4(b) and covering such other matters incident to such
transactions as such Purchaser may reasonably request.

       

          Section 4.5.    Purchase Permitted by Applicable
Law, Etc.  On the date of the Closing such Purchaser’s purchase
of Series 2008A Notes shall (a) be permitted by the laws and regulations of
each jurisdiction to which such Purchaser is subject, without recourse to
provisions (such as section 1405(a)(8) of the New York Insurance Law)
permitting limited investments by insurance companies without restriction as to
the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date
hereof.  If requested by such Purchaser, such Purchaser shall have
received an Officer’s Certificate certifying as to such matters of fact as such
Purchaser may reasonably specify to enable such Purchaser to determine whether
such purchase is so permitted.

       

          Section 4.6.    Sale of Other Series 2008A
Notes.  Contemporaneously with the Closing, the Obligors shall
sell to each other Purchaser and each other Purchaser shall purchase the Series
2008A Notes to be purchased by it at the Closing as specified in
Schedule A.

       

          Section
4.7.    Payment of Special
Counsel Fees.  Without limiting the provisions of
Section 15.1, the Obligors shall have paid on or before the Closing the
reasonable fees, reasonable charges and reasonable disbursements of the
Purchasers’ special counsel referred to in Section 4.4 to the extent reflected
in a statement of such counsel rendered to the Obligors at least one Business
Day prior to the Closing.

       

      
        
          
          

        

        
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          Section 4.8.    Private Placement
Number.  A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been
obtained for the Series 2008A Notes.

       

          Section 4.9.    Changes in Corporate
Structure.  No Obligor shall have changed its jurisdiction of
incorporation or organization, as applicable, or been a party to any merger or
consolidation or succeeded to all or any substantial part of the liabilities of
any other entity (other than an entity that was a Subsidiary of any Obligor
prior to such merger, consolidation or succession), at any time following the
date of the most recent financial statements referred to in Schedule 5.5,
except as disclosed on Schedule 4.9.

       

          Section 4.10.    Funding
Instructions.  At least three Business Days prior to the date
of the Closing, each Purchaser shall have received written instructions signed
by a Responsible Officer on letterhead of the Obligors confirming (i) the
name and address of the transferee bank, (ii) such transferee bank’s ABA
number and (iii) the account name and number into which the purchase price
for the Series 2008A Notes is to be deposited.

       

          Section
4.11.    Proceedings and
Documents.  All corporate and other proceedings in connection
with the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be reasonably satisfactory to
such Purchaser and its special counsel, and such Purchaser and its special
counsel shall have received all such counterpart originals or certified or other
copies of such documents as such Purchaser or such special counsel may
reasonably request.

       

          Section 4.12.    Conditions to
Issuance of Additional Notes. The obligations of the Additional
Purchasers, if any, to purchase any Additional Notes shall be subject to the
following conditions precedent, in addition to the conditions specified in the
Supplement pursuant to which such Additional Notes may be issued:

       

          (a)    Compliance
Certificate.  A duly authorized Senior Financial Officer shall
execute and deliver to each Additional Purchaser and each holder of Notes an
Officer’s Certificate dated the date of issue of such series of Additional Notes
stating that such officer has reviewed the provisions of this Agreement
(including any Supplements hereto) and setting forth the information and
computations (in sufficient detail) required in order to establish whether the
Obligors is in compliance with the requirements of 10.13 and 10.14 (as set forth
on Exhibit 7.2(a) hereto) on such date.

       

          (b)    Execution and Delivery of
Supplement.  The Obligors and each such Additional Purchaser
shall execute and deliver a Supplement substantially in the form of
Exhibit S hereto.

       

          (c)    Representations of
Additional Purchasers.  Each Additional Purchaser shall have
confirmed in the Supplement that the representations set forth in Section 6
are true with respect to such Additional Purchaser on and as of the date of
issue of the Additional Notes.

       

      
        
          
          

        

        
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          (d)    Closing Conditions.The
closing conditions set forth in Section 4 shall have been updated and performed
as of the date of issuance of each series of Additional Notes (irrespective of
whether such closing conditions initially apply only to the Series 2008A
Notes).

       

      
        	
                SECTION
      5.

              	
                Representations
      and warranties of the obligors.

              


      

       

      Each
Obligor represents and warrants to each Purchaser that:

       

          Section 5.1.    Organization; Power and
Authority.  Each Obligor is a corporation, partnership, limited
liability company or similar business entity duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, and is
duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  Each Obligor has the corporate (or
equivalent company or partnership) power and authority to own or hold under
lease the properties it purports to own or hold under lease, to transact the
business it transacts and proposes to transact, to execute and deliver this
Agreement and the Series 2008A Notes and to perform the provisions hereof and
thereof.

       

          Section
5.2.    Authorization,
Etc.  This Agreement and the Series 2008A Notes have been duly
authorized by all necessary corporate (or equivalent company or partnership)
action on the part of each Obligor, and this Agreement constitutes, and upon
execution and delivery thereof each Series 2008A Note will constitute, a legal,
valid and binding obligation of each Obligor enforceable against each Obligor in
accordance with its terms, except (a) as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and (b) to the extent that
availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefore may
be brought.

       

          Section
5.3.    Disclosure.  The
Obligors, through their agents, Banc of America Securities LLC and J.P. Morgan
Securities LLC, have delivered to each Purchaser a copy of a Private Placement
Memorandum, dated May, 2008 (the “Memorandum”), relating to
the transactions contemplated hereby.  The Memorandum fairly
describes, in all material respects, the general nature of the business of the
Company and its Subsidiaries.  This Agreement, the Memorandum and the
documents, certificates or other writings delivered to the Purchasers by or on
behalf of the Obligors in connection with the transactions contemplated hereby
and identified in Schedule 5.3, and the financial statements listed in
Schedule 5.5 (this Agreement, the Memorandum and such documents,
certificates or other writings and such financial statements delivered to each
Purchaser or posted to IntraLinks® prior to June 11, 2008 being referred to,
collectively, as the “Disclosure Documents”),
taken as a whole, do not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were
made.  Except as disclosed in the Disclosure Documents, since
December 31, 2007 there has been no change in the financial condition,
operations, business, properties or prospects of the Obligors except changes
that individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.  There is no fact known to any Obligor that
would reasonably be expected to have a Material Adverse Effect that has not been
set forth herein or in the Disclosure Documents.

       

      
        
          
          

        

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

       

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

       

                    (c)No Subsidiary is a party to, or otherwise
subject to any legal, regulatory, contractual or other restriction (other than
this Agreement, the Bank Credit Agreement, the Permitted Debt Documents and
customary limitations imposed by corporate law or similar statutes) restricting
the ability of such Subsidiary to pay dividends out of profits or make any other
similar distributions of profits to the Company or any of its Subsidiaries that
owns outstanding shares of capital stock or similar equity interests of such
Subsidiary.

       

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

       

          Section 5.6.    Compliance with Laws, Other
Instruments, Etc.  The execution, delivery and performance by
each Obligor of this Agreement and the Series 2008A Notes will not
(i) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of any Obligor or
any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, corporate charter or by-laws, or any other agreement or
instrument to which any Obligor or any Subsidiary is bound or by which any
Obligor or any Subsidiary or any of their respective properties may be bound or
affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary
or (iii) violate any provision of any statute or other rule or regulation
of any Governmental Authority applicable to any Obligor or any Subsidiary.


       

      
        
          
          

        

        
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          Section 5.7.    Governmental Authorizations,
Etc.  No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required
in connection with the execution, delivery or performance by any Obligor of this
Agreement or the Series 2008A Notes.

       

          Section 5.8.    Litigation; Observance of
Agreements, Statutes and Orders.  (a) There are no
actions, suits, investigations or proceedings pending or, to the knowledge of
any Obligor, threatened against any Obligor or any property of any Obligor in
any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.

       

                    (b)None of the Obligors is in default under any
term of any agreement or instrument to which it is a party or by which it is
bound, or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance, rule
or regulation (including, without limitation, Environmental Laws or the USA
Patriot Act) of any Governmental Authority, which default or violation,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

       

          Section
5.9.    Taxes.  The Obligors have filed all tax
returns that are required to have been filed in any jurisdiction (unless, and
only to the extent that, such Obligor has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes), and
have paid all taxes shown to be due and payable on such returns and all other
taxes and assessments levied upon them or their properties, assets, income or
franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments (i)
the amount of which is not individually or in the aggregate Material or (ii) the
amount, applicability or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which any Obligor or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP.  None of the Obligors knows of any basis for any other tax
or assessment that would reasonably be expected to have a Material Adverse
Effect.  The charges, accruals and reserves on the books of the
Company and its Subsidiaries in respect of Federal, state or other taxes for all
fiscal periods are adequate.  The Federal income tax liabilities of
Obligors have been finally determined (whether by reason of completed audits or
the statute of limitations having run) for all fiscal years up to and including
the fiscal year ended December 31, 2003.

       

          Section
5.10.    Title to Property;
Leases.  The Obligors have good and sufficient title to their
respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance sheet
referred to in Section 5.5 or purported to have been acquired by the Obligors
after said date (except as sold or otherwise disposed of in the ordinary course
of business), in each case free and clear of Liens prohibited by this
Agreement.  All leases that individually or in the aggregate are
Material are valid and subsisting and are in full force and effect in all
material respects. 

       

      
        
          
          

        

        
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          Section
5.11.     Licenses, Permits,
Etc.  (a) Each
Obligor owns or possesses all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks,
trademarks and trade names, or rights thereto, that individually or in the
aggregate are Material, without known conflict with the rights of
others.

       

                    (b)To the knowledge of the Company, no product
of any Obligor infringes in any material respect any license, permit, franchise,
authorization, patent, copyright, proprietary software, service mark, trademark,
trade name or other right owned by any other Person.

       

                    (c)To the knowledge of the Company, there is no
Material violation by any Person of any right of any Obligor with respect to any
patent, copyright, proprietary software, service mark, trademark, trade name or
other right owned or used by any Obligor.

       

          Section
5.12.     Compliance
with ERISA.  (a) Each
Obligor and each ERISA Affiliate have operated and administered each Plan
(other than Multi-employer Plans) in compliance with all applicable laws except
for such instances of noncompliance as have not resulted in and would not
reasonably be expected to result in a Material Adverse Effect.  None
of the Obligors nor any ERISA Affiliate has incurred any liability pursuant to
Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in section 3 of ERISA), and
no event, transaction or condition has occurred or exists that would reasonably
be expected to result in the incurrence of any such liability by any Obligor or
any ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of any Obligor or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to section 401(a)(29) or 412 of the Code or section 4068 of
ERISA, other than such liabilities or Liens as would not be individually or in
the aggregate Material.

       

                    (b)Neither the Company nor any ERISA Affiliate
maintains or has maintained a Plan (other than Multi-employer Plans) that is or
was subject to the “minimum funding standards” under section 302 of ERISA or
that is or was subject to Title IV of ERISA.

       

                    (c)None of the Obligors and their ERISA
Affiliates have incurred withdrawal liabilities (and are not subject to
contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in
respect of Multi-employer Plans that individually or in the aggregate are
Material.

       

                    (d)The expected post-retirement benefit
obligation (determined as of the last day of the Company’s most recently ended
fiscal year in accordance with Financial Accounting Standards Board Statement
No. 106, without regard to liabilities attributable to continuation coverage
mandated by section 4980B of the Code) of the Company and its Subsidiaries is
not Material.

       

                    (e)The execution and delivery of this Agreement
and the issuance and sale of the Series 2008A Notes hereunder will not
constitute any transaction that is subject to the prohibitions of
section 406 of ERISA or in connection with which a tax would be imposed
pursuant to section 4975(c)(1)(A)-(D) of the Code.  The
representation by the Obligors to each Purchaser in the first sentence of this
Section 5.12(e) is made in reliance upon and subject to the accuracy of such
Purchaser’s representation in Section 6.2 as to the sources of the funds used to
pay the purchase price of the Series 2008A Notes to be purchased by such
Purchaser.

       

      
        
          
          

        

        
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          Section 5.13.    Private Offering by the
Obligors.  None of the Obligors nor anyone acting on its behalf
has offered the Series 2008A Notes, or any securities required to be integrated
under any federal or state securities laws, for sale to, or solicited any offer
to buy any of the same from, or otherwise approached or negotiated in respect
thereof with, any person other than the Purchasers and not more than 40 other
Institutional Investors, each of which has been offered the Series 2008A Notes
at a private sale for investment.  None of the Obligors nor anyone
acting on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Series 2008A Notes to the registration requirements of
Section 5 of the Securities Act or to the registration requirements of any
securities or blue sky laws of any applicable jurisdiction.

       

          Section
5.14.    Use of Proceeds;
Margin Regulations.  The Obligors will apply the proceeds of
the sale of the Series 2008A Notes to refinance existing Indebtedness and
general corporate purposes.  No part of the proceeds from the sale of
the Series 2008A Notes hereunder will be used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve any Obligor in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR
220).  Margin stock does not constitute more than 5% of the value of
the consolidated assets of the Company and its Subsidiaries and none of the
Obligors has any present intention that margin stock will constitute more than
5% of the value of such assets.  As used in this Section, the terms
“margin stock” and “purpose of buy­ing or carrying” shall have the meanings
assigned to them in said Regulation U.

       

          Section 5.15.    Existing Indebtedness; Future
Liens  (a) Except as described therein, Schedule 5.15 sets
forth a complete and correct list of all outstanding Indebtedness of the
Obligors and their Subsidiaries as of May 31, 2008 (including a description of
the obligors and obligees, principal amount outstanding and collateral therefor,
if any, and Guaranty thereof, if any), since which date there has been no
Material change in the amounts, interest rates, sinking funds, installment
payments or maturities of the Indebtedness of the Obligors.  None of
the Obligors is in default, and no waiver of default is currently in effect, in
the payment of any principal or interest on any Indebtedness of any Obligor, and
no event or condition exists with respect to any Indebtedness of any Obligor,
that, in each case, (i) has existed for such period of time as would permit
(after the giving of appropriate notice, if required) one or more Persons to
cause such Indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment and (ii) would reasonably be
expected to have a Material Adverse Effect. 

       

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

       

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

       

      
        
          
          

        

        
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          Section
5.16.    Foreign Assets
Control Regulations, Etc.  (a) Neither
the sale of the Series 2008A Notes by any Obligor hereunder nor its use of the
proceeds thereof will violate the Trading with the Enemy Act, as amended, or any
of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.  

       

                    (b)None of the Obligors nor any Subsidiary
(i) is a Person described or designated in the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control or in
Section 1 of the Anti-Terrorism Order or (ii) to the knowledge of the
Company, engages in any dealings or transactions with any such
Person.  The Obligors and their Subsidiaries are in compliance, in all
material respects, with the USA Patriot Act, to the extent
applicable.

       

                    (c)No part of the proceeds from the sale of the
Series 2008A Notes hereunder will be used, directly or indirectly, for any
payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an
official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States Foreign Corrupt Practices
Act of 1977, as amended, assuming in all cases that such Act applies to the
Obligors.

       

          Section 5.17.    Status under Certain
Statutes.  None of the Obligors nor any Subsidiary is (i)
required to be registered as an “investment company” under the Investment
Company Act of 1940, as amended, (ii) subject to any accounting or cost
allocation requirements of the Public Utility Holding Company Act of 2005, as
amended, or (iii) a “public utility” as defined in the Federal Power Act, as
amended

       

          Section
5.18.    Environmental
Matters.  (a) None of the
Obligors has knowledge of any claim or has received any notice of any
claim, and no proceeding has been instituted raising any claim against any
Obligor or any of their respective real properties now or formerly owned, leased
or operated by any of them or other assets, alleging any damage to the
environment or violation of any Environmental Laws, except, in each case, such
as would not reasonably be expected to result in a Material Adverse
Effect.

       

          (b) None of
the Obligors has knowledge of any facts which would give rise to any claim,
public or private, of violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or to other
assets or their use, except, in each case, such as would not reasonably be
expected to result in a Material Adverse Effect.

       

          (c) None of
the Obligors has stored any Hazardous Materials on real properties now or
formerly owned, leased or operated by any of them or has disposed of any
Hazardous Materials in a manner contrary to any Environmental Laws in each case
in any manner that would reasonably be expected to result in a Material Adverse
Effect; and

       

      
        
          
          

        

        
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          (d) All
buildings on all real properties now owned, leased or operated by any Obligor
are in compliance with applicable Environmental Laws, except where failure to
comply would not reasonably be expected to result in a Material Adverse
Effect.

       

      
        	
                SECTION
      6. 

              	
                Representations
      of the purchasers

              


      

       

          Section 6.1.    Purchase for Investment. (a)
Each Purchaser severally represents that it is purchasing the Notes (i) for its
own account or (ii) for one or more separate accounts owned by such Purchaser or
for the account of one or more pension or trust funds that are “accredited
investors” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act), in each case for which it is exercising investment
discretion in managing investments of such pension or trust funds, in the case
of each of clauses (i) and (ii), for investment and not with a view to the
distribution thereof, provided that the disposition of such Purchaser’s property
shall at all times be within such Purchaser’s control.  Such Purchaser
is a Qualified Institutional Buyer.  Each Purchaser (and each such
pension, trust fund or other Person) understands that the Notes have not been
registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes.  Each Purchaser has carefully
reviewed the Memorandum and is thoroughly familiar with the existing and
proposed business, operations, management, properties and financial condition of
the Obligors as so described in the Memorandum.  Each Purchaser
further represents that it (and each such pension, trust fund or other Person)
has had the opportunity to ask questions of the Company and received answers
concerning the terms and conditions of the sale of the Notes.  Each
Purchaser’s (and each such pension’s, trust fund’s or other Person’s) financial
position is such that it can afford to bear the economic risk of holding the
Notes.  Each Purchaser (and each such pension, trust fund or other
Person) can afford to suffer the complete loss of its investment in the
Notes.  Each Purchaser’s (and each such other Person’s) knowledge and
experience in financial and business matters (or the knowledge and experience of
such Purchaser’s or such other Person’s investment advisor) is such that it (or
such investment advisor) is capable of evaluating the risks of the investment in
the Notes.  Each Purchaser acknowledges that no representations,
express or implied, have been or are being made with respect to the Obligors,
the Notes or otherwise, other than those expressly set forth herein or
contemplated hereby. 

       

          (b)     Each
Purchaser agrees to the imprinting of a legend on the Notes to the following
effect:

       

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

       

      
        
          
          

        

        
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          Section
6.2.    Source of
Funds.  Each Purchaser severally represents that at least one
of the following statements is an accurate representation as to each source of
funds (a “Source”) to
be used by such Purchaser to pay the purchase price of the Series 2008A Notes to
be purchased by it hereunder:

       

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

       

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

       

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

       

      
        
          
          

        

        
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                       (d)the Source constitutes assets of an “investment
fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by
a “qualified professional asset manager” or “QPAM” (within the meaning of Part V
of the QPAM Exemption), no employee benefit plan’s assets that are included in
such investment fund, when combined with the assets of all other employee
benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer
or by the same employee organization and managed by such QPAM, exceed 20% of the
total client assets managed by such QPAM, the conditions of Part I(b)(1), (c)
and (g) of the QPAM Exemption are satisfied, as of the last day of its most
recent calendar quarter, the QPAM does not own a 10% or more interest in the
Company and no person controlling or controlled by the QPAM (applying the
definition of “control” in Section V(e) of the QPAM Exemption) owns a 20%
or more interest in the Company (or less than 20% but greater than 10%, if such
person exercises control over the management or policies of the Company by
reason of its ownership interest) and (i) the identity of such QPAM and (ii) the
names of all employee benefit plans that own a 10% or greater interest in such
investment fund have been disclosed to the Company in writing pursuant to this
clause (d); or

       

                       (e)the Source constitutes assets of a “plan(s)”
(within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed
by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the
INHAM Exemption), the conditions of Part I(a), (b)(1), (c), (g) and (h) of the
INHAM Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Section IV(d)
of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the
identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Company in writing
pursuant to this clause (e); or

       

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

       

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

       

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

       

      As used
in this Section 6.2, the terms “employee benefit plan,” “governmental
plan,” and “separate account” shall have the respective meanings assigned to
such terms in section 3 of ERISA.

       

      
        
          
          

        

        
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                Section
      7.  

              	
                Information
      as to Obligors.

              


      

       

          Section
7.1.    Financial and
Business Information.  The
Obligors shall deliver to each holder of Notes that is an Institutional
Investor:

       

          (a)    Quarterly Statements — within
10 days of the filing with the SEC of the Company’s Quarterly Report on
Form 10-Q (the “Form 10-Q”) (and in any
event within 55 days after the end of such fiscal quarter, other than the last
quarterly fiscal period of each such fiscal year),

              

                      (i)     a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such quarter,
and

       

          (ii)    consolidated
statements of income, changes in shareholders’ equity and cash flows of the
Company and its Subsidiaries, for such quarter and (in the case of the second
and third quarters) for the portion of the fiscal year ending with such
quarter,

       

      setting
forth in each case in comparative form the figures for the corresponding periods
in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified
by a Senior Financial Officer as fairly presenting, in all material respects,
the financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided
that the filing with the SEC within the time period specified above (or if the
Company requests an extension for filing under Rule 12b-25 promulgated under the
Exchange Act, within the grace period permitted under that Rule) of the
Company’s Form 10-Q prepared in compliance with the requirements therefor shall
be deemed to satisfy the requirements of this Section 7.1(a); 

       

           (b)    Annual Statements — within 10
days of the filing with the SEC of the Company’s Annual Report on Form 10-K
(the “Form 10-K”)
(and in any event within 105 days after the end of such fiscal end),


       

      (i)    a
consolidated balance sheet of the Company and its Subsidiaries as at the end of
such year, and

       

      (ii)    consolidated
statements of income, changes in shareholders’ equity and cash flows of the
Company and its Subsidiaries for such year,

       

      setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, prepared in accordance with GAAP, and accompanied by
an opinion thereon of independent public accountants of recognized national
standing, which opinion shall state that such financial statements present
fairly, in all material respects, the financial position of the companies being
reported upon and their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of such accountants
in connection with such financial statements has been made in accordance with
generally accepted auditing standards, and that such audit provides a reasonable
basis for such opinion in the circumstances, provided that the filing with
the SEC within the time period specified above (or if the Company requests an
extension for filing under Rule 12b-25 promulgated under the Exchange Act,
within the grace period permitted under that Rule) of the Company’s Form 10-K
for such fiscal year prepared in accordance with the requirements therefor shall
be deemed to satisfy the requirements of this Section 7.1(b); 

       

      
        
          
          

        

        
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                       (c)SEC and Other Reports — except for filings
referred to in Section 7.1(a) and (b) above, promptly upon their becoming
available, and to the extent applicable, one copy of (i) each financial
statement, report, notice or proxy statement sent by the Company or any
Subsidiary to its public securities holders generally, (ii) each regular or
periodic report, each registration statement (without exhibits except as
expressly requested by such holder), and each prospectus and all amendments
thereto filed by the Company or any Subsidiary with the SEC and (iii) all press
releases and other statements made available generally by the Company or any
Subsidiary to the public concerning developments that are Material;

       

                       (d)Notice of Default or Event of Default —
promptly and in any event within five days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default or that any Person has
given any notice or taken any action with respect to a claimed default hereunder
or that any Person has given any notice or taken any action with respect to a
claimed default of the type referred to in Section 11(f), a written notice
specifying the nature and period of existence thereof and what action the
Company is taking or proposes to take with respect thereto;

       

                       (e)ERISA Matters — promptly and in any event
within five days after a Responsible Officer becoming aware of any of the
following, a written notice setting forth the nature thereof and the action, if
any, that the Company or an ERISA Affiliate proposes to take with respect
thereto:

       

                       (i)with respect to any Plan (other than
Multi-employer Plans), any reportable event, as defined in section 4043(c)
of ERISA and the regulations thereunder, for which notice thereof has not been
waived pursuant to such regulations as in effect on the date hereof;
or

       

                       (ii)the taking by the PBGC of steps to institute,
or the threatening by the PBGC of the institution of, proceedings under
section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan (other than Multi-employer Plans), or the
receipt by the Company or any ERISA Affiliate of a notice from a Multi-employer
Plan that such action has been taken by the PBGC with respect to such
Multi-employer Plan; or

       

                       (iii)any event, transaction or condition that would
result in the incurrence of any liability by the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
the Code relating to employee benefit plans, or in the imposition of any Lien on
any of the rights, properties or assets of the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if
such liability or Lien, taken together with any other such liabilities or Liens
then existing, would reasonably be expected to have a Material Adverse
Effect;

       

      
        
          
          

        

        
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      (f)    Notices from
Governmental Authority — promptly, and in any event within 30 days of receipt
thereof, copies of any notice to any Obligor from any Federal or state
Governmental Authority relating to any order, ruling, statute or other law or
regulation that would reasonably be expected to have a Material Adverse
Effect;

       

                       (g) Requested Information — with reasonable
promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the Company or
any of its Subsidiaries or relating to the ability of the Company to perform its
obligations hereunder and under the Notes as from time to time may be reasonably
requested by any such holder of Notes; and

       

              
(h)          Supplements — promptly
and in any event within five (5) Business Days after the execution and delivery
of any Supplement, a copy thereof.

       

          Section 7.2.    Officer’s Certificate.  Each set of financial statements delivered
or made available to a holder of Notes pursuant to Section 7.1(a) or
Section 7.1(b) shall be accompanied by a certificate of a Senior Financial
Officer (a “Compliance
Certificate”) setting forth (which, in the case of Electronic Delivery of
any such financial statements, shall be by separate concurrent delivery of such
certificate to each holder of Notes):

       

                       (a)Covenant Compliance — the information
(including detailed calculations) required in order to establish whether the
Obligors were in compliance with the requirements of Sections 10.13 and
10.14, and any other financial covenant added pursuant to any Supplement, during
the quarterly or annual period covered by the statements then being furnished
(including with respect to each such Section, where applicable, the calculations
of the maximum or minimum amount, ratio or percentage, as the case may be,
permissible under the terms of such Sections, and the calculation of the amount,
ratio or percentage then in existence) substantially in the form set forth as
Exhibit 7.2(a); and

       

                       (b)Event of Default — a statement that such Senior
Financial Officer has reviewed the relevant terms hereof and has made, or caused
to be made, under his or her supervision, a review of the transactions and
conditions of the Company and its Subsidiaries from the beginning of the
quarterly or annual period covered by the statements then being furnished to the
date of the certificate and that such review shall not have disclosed the
existence during such period of any condition or event that constitutes a
Default or an Event of Default or, if any such condition or event existed or
exists (including, without limitation, any such event or condition resulting
from the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof and
what action the Company shall have taken or proposes to take with respect
thereto.

       

      
        
          
          

        

        
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          Section 7.3.    Visitation.  The Obligors shall permit the representatives of
each holder of Notes that is an Institutional Investor:

       

                       (a)No Default — if no Default or Event of Default
then exists, at the expense of such holder and upon reasonable prior notice to
the Company, to visit the principal executive office of the Company and to
discuss the affairs, finances and accounts of the Company and its Subsidiaries
with the Company’s officers; and

       

                       (b)Default — if a Default or Event of Default then
exists, at the expense of the Obligors to visit and inspect any of the offices
or properties of the Company or any other Obligor, to examine all their
respective books of account, records, reports and other papers, to make copies
and extracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective officers and independent public accountants (and
by this provision each Obligor authorizes said accountants to discuss the
affairs, finances and accounts of each Obligor), all at such times and as often
as may be requested.

       

      
        	
                Section
      8.  

              	
                Payment
      and Prepayment of the Series 2008A
Notes.

              


      

       

          Section
8.1.     Maturity.  The entire unpaid
principal amount of the Series 2008A Notes shall become due and payable on
October 1, 2015.

          

          Section 8.2.    Optional Prepayments with Make-Whole
Amount.  The Obligors may, at their option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the
Notes, in an amount not less than 5% of the aggregate principal amount of the
Notes then outstanding in the case of a partial prepayment, at 100% of the
principal amount so prepaid, and the Make-Whole Amount determined for the
prepayment date with respect to such principal amount.  The Obligors
will give each holder of Notes written notice of each optional prepayment under
this Section 8.2 not less than 30 days and not more than 60 days prior
to the date fixed for such prepayment.  Each such notice shall specify
such date (which shall be a Business Day), the aggregate principal amount of the
Notes to be prepaid on such date, the principal amount of each Note held by such
holder to be prepaid (determined in accordance with Section 8.3), and the
interest to be paid on the prepayment date with respect to such principal amount
being prepaid, and shall be accompanied by a certificate of a Senior Financial
Officer as to the estimated Make-Whole Amount due in connection with such
prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation.  Two
Business Days prior to such prepayment, the Obligors shall deliver to each
holder of Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment
date.  

       

          Section 8.3.    Allocation of Partial
Prepayments.  In the case of each partial prepayment of the
Notes pursuant to Section 8.2, the principal amount of the Notes to be
prepaid shall be allocated among all of the Notes at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof not theretofore called for prepayment.  All regularly
scheduled partial prepayments made with respect to any series of Additional
Notes pursuant to any Supplement shall be allocated as provided
therein.

       

      
        
          
          

        

        
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          Section
8.4.    Maturity; Surrender,
Etc.  In the case of each prepayment of Notes pursuant to this
Section 8, the principal amount of each Note to be prepaid shall mature and
become due and payable on the date fixed for such prepayment (which shall be a
Business Day), together with interest on such principal amount accrued to such
date and the applicable Make-Whole Amount, if any.  From and after
such date, unless the Obligors shall fail to pay such principal amount when so
due and payable, together with the interest and Make-Whole Amount, if any, as
aforesaid, interest on such principal amount shall cease to
accrue.  Any Note paid or prepaid in full shall be surrendered to the
Company and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

       

          Section 8.5.    Purchase of
Notes.  The Obligors will not and will not permit any Affiliate
to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes except (i) upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement (including any Supplement hereto)
and the Notes, and (ii) pursuant to a written offer to purchase any outstanding
Notes made by the Company or an Affiliate pro rata to the holders of the Notes
upon the same terms and conditions.  The Obligors will promptly cancel
all Notes acquired by it or any Affiliate pursuant to any payment or prepayment
of Notes pursuant to any provision of this Agreement and no Notes may be issued
in substitution or exchange for any such Notes.

       

          Section
8.6.    Make-Whole Amount for
the Series 2008A Notes.  “Make-Whole Amount” means, with
respect to any Series 2008A Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Series 2008A Note minus the amount of such Called Principal,
provided that the Make-Whole Amount may in no event be less than
zero.  For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

       

      “Called Principal” means,
with respect to any Series 2008A Note, the principal of such Series 2008A Note
that is to be prepaid pursuant to Section 8.2 or has become or is declared
to be immediately due and payable pursuant to Section 12.1, as the context
requires.

       

      “Discounted Value” means,
with respect to the Called Principal of any Series 2008A Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such
Called Principal from their respective scheduled due dates to the Settlement
Date with respect to such Called Principal, in accordance with accepted
financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on such Series 2008A Notes is payable) equal to the
Reinvestment Yield with respect to such Called Principal.

       

      “Reinvestment Yield” means,
with respect to the Called Principal of any Series 2008A Note, 0.50% over the
yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New
York City time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as “Page PX1” (or
such other display as may replace Page PX1) on Bloomberg Financial Markets for
the most recently issued actively traded on the run U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal
as of such Settlement Date, or (ii) if such yields are not reported as of
such time or the yields reported as of such time are not ascertainable
(including by way of interpolation), the Treasury Constant Maturity
Series Yields reported, for the latest day for which such yields have been
so reported as of the second Business Day preceding the Settlement Date with
respect to such Called Principal, in Federal Reserve Statistical Release
H.15(519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date.

       

      
        
          
          

        

        
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      In the
case of each determination under clause (i) or clause (ii), as the case may be,
of the preceding paragraph, such implied yield will be determined, if necessary,
by (a) converting U.S. Treasury bill quotations to bond equivalent yields
in accordance with accepted financial practice and (b) interpolating
linearly between (1) the applicable U.S. Treasury security with the
maturity closest to and greater than such Remaining Average Life and (2) the
applicable U.S. Treasury security with the maturity closest to and less than
such Remaining Average Life.  The Reinvestment Yield shall be rounded
to the number of decimal places as appears in the interest rate of the
applicable Series 2008A Note.

       

      “Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

       

      “Remaining Scheduled
Payments” means, with respect to the Called Principal of any Series 2008A
Note, all payments of such Called Principal and interest thereon that would be
due after the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled due date,
provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Series 2008A Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.2 or 12.1.

       

      “Settlement Date” means, with
respect to the Called Principal of any Series 2008A Note, the date on which such
Called Principal is to be prepaid pursuant to Section 8.2 or has become or
is declared to be immediately due and payable pursuant to Section 12.1, as
the context requires.

       

      
        
          
          

        

        
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          Section 8.7.    Change in
Control.   (a) Notice of Change in Control or
Control Event. The Company will, within 15 Business Days after any
Responsible Officer has knowledge of the occurrence of any Change in Control or
Control Event, give written notice of such Change in Control or Control Event to
each holder of Notes unless notice in respect of
such Change in Control (or the Change in Control contemplated by such Control
Event) shall have been given pursuant to subparagraph (b) of this
Section 8.7.  If a Change in Control has occurred, such notice
shall contain and constitute an offer to prepay Notes of each Series as
described in subparagraph (c) of this Section 8.7 and shall be accompanied
by the certificate described in subparagraph (g) of this
Section 8.7.

       

          (b)    Condition to Obligor
Action.  The Company will not take any action, directly or
indirectly, that consummates or finalizes a Change in Control unless (i) at
least 15 Business Days prior to such action it shall have given to each
holder of Notes written notice containing and constituting an offer to prepay
Notes as described in subparagraph (c) of this Section 8.7, accompanied by
the certificate described in subparagraph (g) of this Section 8.7, and
(ii) contemporaneously with such action, it prepays all Notes required to
be prepaid in accordance with this Section 8.7.

       

          (c)    Offer to Prepay
Notes.  The offer to prepay Notes contemplated by subparagraphs
(a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance
with and subject to this Section 8.7, all, but not less than all, the Notes
held by each holder (in this case only, “holder” in respect of any
Note registered in the name of a nominee for a disclosed beneficial owner shall
mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment
Date”).  If such Proposed Prepayment Date is in connection with
an offer contemplated by subparagraph (a) of this Section 8.7, such
date shall be not less than 20 days and not more than 30 days after
the date of such offer (if the Proposed Prepayment Date shall not be specified
in such offer, the Proposed Prepayment Date shall be the 20th day after the date
of such offer).

       

          (d)    Acceptance;
Rejection.  A holder of Notes may accept or reject the offer to
prepay made pursuant to this Section 8.7 by causing a notice of such
acceptance or rejection to be delivered to the Obligors at least 5 Business Days
prior to the Proposed Prepayment Date.  A failure by a holder of Notes to
respond to an offer to prepay made pursuant to this Section 8.7 shall be
deemed to constitute a rejection of such offer by such holder.

       

          (e)    Prepayment.  Prepayment
of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of
the principal amount of such Notes, together with interest on such Notes accrued
to the date of prepayment.  The prepayment shall be made on the
Proposed Prepayment Date except as provided in subparagraph (f) of this
Section 8.7.

       

          (f)    Deferral Pending Change in
Control.  The obligation of the Obligors to prepay Notes
pursuant to the offers required by subparagraph (b) and accepted in
accordance with subparagraph (d) of this Section 8.7 is subject to the
occurrence of the Change in Control in respect of which such offers and
acceptances shall have been made.  In the event that such Change in
Control does not occur on the Proposed Prepayment Date in respect thereof, the
prepayment shall be deferred until and shall be made on the date on which such
Change in Control occurs.  The Obligors shall keep each holder of
Notes reasonably and timely informed of (i) any such deferral of the date
of prepayment, (ii) the date on which such Change in Control and the
prepayment are expected to occur, and (iii) any determination by the
Obligors that efforts to effect such Change in Control have ceased or been
abandoned (in which case the offers and acceptances made pursuant to this
Section 8.7 in respect of such Change in Control shall be deemed
rescinded).

       

      
        
          
          

        

        
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          (g)    Officer’s Certificate. Each
offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied
by a certificate, executed by a Senior Financial Officer of the Obligors and
dated the date of such offer, specifying: (i) the Proposed Prepayment Date;
(ii) that such offer is made pursuant to this Section 8.7;
(iii) the principal amount of each Note offered to be prepaid;
(iv) the interest that would be due on each Note offered to be prepaid,
accrued to the Proposed Prepayment Date; (v) that the conditions of this
Section 8.7 have been fulfilled; and (vi) in reasonable detail, the
nature and date or proposed date of the Change in Control.

       

          (h)    Effect on Required
Payments.  The amount of each payment of the principal of the
Notes made pursuant to this Section 8.7 shall be applied against and reduce
each of the then remaining principal payments, if any, due pursuant to any
Supplement by a percentage equal to the aggregate principal amount of the Notes
so paid divided by the aggregate principal amount of the Notes outstanding
immediately prior to such payment.

       

          (i)    “Control Event”
Defined.  “Control Event”
means:

       

          (i)     the
execution by the Company or any of its Subsidiaries or Affiliates of any
agreement with respect to any proposed transaction or event or series of
transactions or events which, individually or in the aggregate, would result in
a Change in Control,

       

                      (ii)     the
execution of any written agreement which, when fully performed by the parties
thereto, would result in a Change in Control, or

       

          (iii)    the
acceptance by the requisite number of holders of any written offer by any person
(as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act
as in effect on the date of the Closing) or related persons constituting a group
(as such term is used in Rule 13d-5 under the Exchange Act as in effect on the
date of the Closing) to the holders of the common stock of the Company, which
would result in a Change in Control.

       

      
        	
                Section
      9.  

              	
                Affirmative
      Covenants.  

              


      

       

      Each
Obligor covenants that so long as any of the Notes are outstanding.

       

          Section 9.1.    Compliance with
Law.  Without limiting Section 10.15, each Obligor will, and
will cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which each of them is subject, including,
without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits, franchises
and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each
case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
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          Section 9.2.    Insurance.  Each
Obligor will maintain, with financially sound and reputable insurers, insurance
with respect to their respective properties and businesses against such
casualties and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if adequate reserves
are maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.

       

          Section 9.3.    Maintenance of
Properties.   Each Obligor will maintain and keep, or
cause to be maintained and kept, their respective properties in good repair,
working order and condition (other than ordinary wear and tear), so that the
business carried on in connection therewith may be properly conducted at all
times, except to the extent that such non-maintenance would not reasonably be
expected to have a Material Adverse Effect; provided that this Section
shall not prevent any Obligor from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and such Obligor has concluded that such discontinuance
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

       

          Section 9.4.    Payment of Taxes and
Claims.  Each Obligor will file all tax returns required to be
filed in any jurisdiction and pay and discharge all taxes shown to be due and
payable on such returns and all other taxes, assessments, governmental charges
or levies imposed on them or any of their properties, assets, income or
franchises, to the extent the same have become due and payable and before any
material penalty accrues thereon and all claims for which sums have become due
and payable that have or might become a Lien on a material part of the
properties or assets of any Obligor, provided that none of the Obligors need pay
any such tax, assessment, charge, levy or claim if (i) the amount, applicability
or validity thereof is contested by the Company or such Obligor on a timely
basis in good faith and in appropriate proceedings, and the Company or such
Obligor has established adequate reserves therefor in accordance with GAAP on
the books of the Company or such Obligor or (ii) the nonfiling with respect to,
or nonpayment of, all such taxes, assessments, charges, levies and claims in the
aggregate would not reasonably be expected to have a Material Adverse
Effect.

       

          Section
9.5.    Corporate Existence,
Etc.  The Company will at all times preserve and keep in full
force and effect its corporate existence.  Subject to Sections 10.4,
the Company will at all times preserve and keep in full force and effect the
corporate existence of each other Obligor (unless merged into the Company or a
Wholly-Owned Subsidiary) and all rights and franchises of each Obligor unless,
in the good faith judgment of the such Obligor, the termination of or failure to
preserve and keep in full force and effect such corporate existence, right or
franchise would not, individually or in the aggregate, have a Material Adverse
Effect. 

       

      
        
          
          

        

        
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          Section 9.6.    Books and
Records.  Each Obligor will maintain proper books of record and
account in conformity with GAAP and all applicable requirements of any
Governmental Authority having legal or regulatory jurisdiction over such
Obligor, as the case may be.

       

          Section 9.7.    Notes to Rank Pari Passu. The
Notes and all other obligations under this Agreement of the Obligors are and at
all times shall remain direct and unsecured obligations of the Obligors ranking
pari passu as against
the assets of the Obligors with all other Notes from time to time issued and
outstanding hereunder without any preference among themselves, and pari passu with all
Indebtedness outstanding under the Bank Credit Agreement and all other present
and future unsecured Indebtedness (actual or contingent) of the Obligors which
is not expressed to be subordinate or junior in rank to any other unsecured
Indebtedness of the Obligors, except to the extent that the Bank Credit
Agreement or the Permitted Debt Documents become secured, then the Notes shall
also become secured and shall rank pari passu
therewith.

       

          Section 9.8.    New
Obligors.  (a) Any new Subsidiary (other than Excluded
Subsidiaries as named on Schedule 5.4 on the Closing Date) created or acquired
by an Obligor as permitted under Section 10.4 shall become an Obligor
hereunder.  Such Subsidiary shall become an Obligor hereunder on or
before the fifteenth (15th) Business Day after the end of the fiscal quarter in
which such Subsidiary was created or acquired.  In addition, at any
time after all of the Capital Stock of any Excluded Subsidiary is owned by the
Company (directly or indirectly) in accordance with Section 9.8(b), such
Excluded Subsidiary may become an Obligor (and shall no longer be an Excluded
Subsidiary) if such Subsidiary shall execute and deliver the items referred to
in clauses (i), (ii) and (iii) below. A Subsidiary shall become an Obligor by
execution and/or delivery of the following items:

       

          (i)    a joinder
agreement in substantially the form attached hereto as Exhibit 9.8 or
entering into an amendment to this Agreement with the other parties hereto and
thereto, in form and substance reasonably satisfactory to the Required Holders,
providing that such Subsidiary shall become an Obligor hereunder;

       

          (ii)    a Secretary’s
Certificate issued by a Responsible Officer in substantially similar form and
content to the Officer’s Certificate issued pursuant to Section 4.3(b) hereof;
and

       

          (iii)    an opinion of
counsel (who may be in-house counsel for the Company) addressed to each of the
holders of the Notes satisfactory to the Required Holders, in substantially
similar form and content with respect to such Obligor as the opinion issued
pursuant to paragraphs 1 through 9 of Exhibit 4.4(a) hereof.

       

                 (b)    The Company
shall at all times directly or indirectly through a Subsidiary own all of the
Capital Stock of each of the Subsidiaries (other than the Excluded
Subsidiaries).

       

          Section 9.9.    Limitation on
Excluded Subsidiaries.  The Company will not permit the
consolidated total assets of the Excluded Subsidiaries to be greater than 15% of
the consolidated total assets of the Company and its Subsidiaries determined on
a consolidated basis in accordance with GAAP.

       

      
        
          
          

        

        
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                Section
      10.  

              	
                Negative
      Covenants.

              


      

       

      Each
Obligor covenants that so long as any of the Notes are outstanding:

       

          Section 10.1.    Restrictions on
Indebtedness.  No Obligor nor any Subsidiary shall become or be
a guarantor or surety of, or otherwise create, incur, assume, or be or remain
liable, contingently or otherwise, with respect to any Indebtedness, or become
or be responsible in any manner (whether by agreement to purchase any
obligations, stock, assets, goods or services, or to supply or advance any
funds, assets, goods or services or otherwise) with respect to any undertaking
or Indebtedness of any other Person, or incur any Indebtedness other
than:

       

          (a)    Indebtedness
of the Obligors under the Bank Credit Agreement and the Permitted Debt Documents
(either on an unsecured basis or on a secured basis if the Notes are equally and
ratably secured pari
passu therewith);

       

          (b)    Indebtedness
existing on the Closing Date and set forth on Schedule 5.15, including any
renewals, extensions, refinancings and replacements thereof so long as the
principal amount thereof (plus all accrued interest on such Indebtedness and the
amount of all fees and expenses, including premiums, incurred in connection
therewith) is not increased;

       

          (c)    incurrence of
guaranty, suretyship or indemnification obligations in connection with the
Obligors’ performance of services for their respective customers in the ordinary
course of their businesses;

       

          (d)    Indebtedness
of one Subsidiary to another Obligor;

       

          (e)    Indebtedness
of an Obligor incurred in connection with the acquisition or lease of any
equipment or other property by an Obligor under any Synthetic Lease, Capitalized
Lease or other lease arrangement or purchase money financing;

       

          (f)    Indebtedness
of an Obligor with respect to bonds for closure and post-closure obligations
relating to any landfill owned or operated by an Obligor and municipal
collection contracts;

       

          (g)    Indebtedness
of an Obligor in respect of Swap Contracts (including fuel price swaps, fuel
price caps, and fuel price collar or floor agreements, and similar agreements or
arrangements) entered into in the ordinary course of business and not for
speculative purposes;

       

          (h)    Indebtedness
of an Obligor with respect to letters of credit of Persons acquired by such
Obligor;

       

          (i)    Indebtedness
of an Obligor in respect of IRB’s; provided, that (a) such
Indebtedness is secured only to the extent such IRB’s are L/C Supported IRB’s
and (b) after taking into account all Indebtedness incurred pursuant to
this clause (i), such Obligor on a consolidated basis shall be in pro forma
compliance with each of the financial covenants set forth in
Section 10.

       

      
        
          
          

        

        
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          (j)    other secured
Indebtedness (other than as permitted under other subsections hereof) of all of
the Obligors and the Excluded Subsidiaries in the aggregate not in excess of
$20,000,000 in the aggregate at any time outstanding; and

       

          (k)    other
unsecured Indebtedness; provided, that, at the time
of incurrence thereof, (a) all Obligors shall be in compliance with each of
the financial covenants set forth in Sections 10.13 and 10.14 determined on
a pro forma basis (including a pro forma application of the net proceeds
thereof) as if such Indebtedness had been incurred on the first day of the
current Reference Period, and (b) the aggregate principal amount of all
Non-Obligor Subsidiary Indebtedness incurred pursuant to Section 10.1(j)
and this Section 10.1(k) shall not at any time exceed 15% of Consolidated
Net Worth.  

       

          Section 10.2    Restrictions on
Liens.  No Obligor shall create or incur or suffer to be
created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any property or assets
of any character, whether now owned or hereafter acquired, or upon the income or
profits therefrom; or transfer any of such property or assets or the income or
profits therefrom for the purpose of subjecting the same to the payment of
Indebtedness or performance of any other obligation in priority to payment of
its general creditors; or acquire, or agree or have an option to acquire, any
property or assets upon conditional sale or other title retention or purchase
money security agreement, device or arrangement; or suffer to exist for a period
of more than 30 days after the same shall have been incurred any Indebtedness or
claim or demand against it which if unpaid might by law or upon bankruptcy or
insolvency, or otherwise, be given any priority whatsoever over its general
creditors; or sell, assign, pledge or otherwise transfer any accounts, contract
rights, general intangibles or chattel paper, with or without recourse, except
as follows (the “Permitted
Liens”):

       

          (a)    Liens to
secure taxes, assessments and other government charges in respect of obligations
not overdue or liens on properties to secure claims for labor, material or
supplies in respect of obligations not overdue (provided that, if the obligation
with respect to which any such lien arises is being contested in good faith by
appropriate proceedings, such obligation may remain unpaid during the pendency
of such proceedings as long as the Obligors shall have set aside on their books
adequate reserves with respect thereto);

       

          (b)    Deposits or
pledges made in connection with, or to secure payment of, workmen’s
compensation, unemployment insurance, old age pensions or other social security
obligations;

       

          (c)    Liens in
respect of judgments or awards which have been in force for less than the
applicable period for taking an appeal so long as execution is not levied
thereunder or in respect of which the applicable Obligor shall at the time in
good faith be prosecuting an appeal or proceedings for review and in respect of
which a stay of execution shall have been obtained pending such appeal or review
and in respect of which such Obligor maintains adequate reserves;

       

      
        
          
          

        

        
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          (d)    Liens of
carriers, warehousemen, mechanics and materialmen, and other like liens, in
existence less than 120 days from the date of creation thereof in respect of
obligations not overdue, provided that such liens may continue to exist for a
period of more than 120 days if the validity or amount thereof shall currently
be contested by the applicable Obligor in good faith by appropriate proceedings
and if such Obligor shall have set aside on its books adequate reserves with
respect thereto as required by GAAP and provided further that such
Obligor will pay any such claim forthwith upon commencement of proceedings to
foreclose any such lien;

       

          (e)    Encumbrances
on Real Property consisting of easements, rights of way, zoning restrictions,
restrictions on the use of real property and defects and irregularities in the
title thereto, landlord’s or lessor’s liens under leases to which any Obligor is
a party, and other minor liens or encumbrances none of which in the opinion of
such Obligor interferes materially with the use of the property affected in the
ordinary conduct of the business of such Obligor, which defects do not
individually or in the aggregate have a Material Adverse Effect;

       

          (f)    Liens
securing Indebtedness permitted under Section 10.1(e) incurred in
connection with the lease or acquisition of property or fixed assets or
industrial bond financings, provided that such Liens shall encumber only the
property or assets so acquired or financed and shall not exceed the purchase
price thereof;

       

          (g)    Liens granted
in favor of Evergreen or one of its affiliates on the Evergreen Shares as
security for surety bonds issued by Evergreen or such affiliate to the
Obligor;

       

          (h)    Liens,
whether created by contract, law, regulation or ordinance, securing Indebtedness
permitted by Sections 10.1(c), (d) and (h); provided that any security granted
therefor is limited to (i) rights to payment under, and use of equipment or
related assets to perform, the contracts to which such guaranty, suretyship or
bond obligations relate, (ii) Liens arising under the laws of suretyship and
(iii) similar Liens granted in favor of municipalities or other governmental
entities pursuant to any Municipal Contract; provided, that such liens (A)
encumber only the containers, bins, carts and vehicles used in connection with
such Municipal Contract and (B) are promptly released as soon as such release is
not prohibited under the terms of such Municipal Contract;

       

          (i)    Liens listed
on Schedule 10.2 hereto;

       

          (j)    Liens
securing Indebtedness permitted under Section 10.1(i) in the form of L/C
Supported IRB’s.

       

          (k)    Liens
securing deposits made on account of liabilities to insurance carriers under
insurance or self-insurance arrangements;

       

      
        
          
          

        

        
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          (l)    Liens granted
to a Receivables SPV in connection with a Permitted Receivables Transaction and
securing Indebtedness of the Obligors and their Subsidiaries existing as of the
Closing Date and listed on Schedule 5.15 in connection therewith, provided
that such Liens attach only to the accounts receivable which are the subject of
such Indebtedness and to the Capital Stock of the Receivables SPV;
and

       

          (m)    Liens granted
in connection with secured Indebtedness incurred pursuant to
Sections 10.1(a), (b) or (j); provided that no such Liens may secure any
Indebtedness under the Bank Credit Agreement or the Permitted Debt Documents
unless effective provision is made whereby the Notes will be equally and
ratably secured with any and all such Indebtedness thereby secured pursuant to
an agreement reasonably satisfactory to the Required Holders.

       

          Section 10.3.    Restrictions on
Investments.  The Obligors may not purchase or acquire, or make
any commitment for the purchase or acquisition of, any Capital Stock, or other
obligations of any other Person, or make or commit to make any acquisition under
Section 10.4, or make or commit to make any advance, loan, guarantee,
assumption of debt, extension of credit or capital contribution to or any other
investment in, any other Person, unless (i) the Obligors are in compliance with
each of the covenants set forth in Section 10 hereof, determined on a pro
forma basis, (ii) at the time of such investment, no Default or Event of Default
has occurred and is continuing or would result therefrom, and (iii) to the
extent such proposed investment constitutes a transaction described in
Section 10.4.1, the Obligors comply with the requirements set forth in such
Section 10.4.1.

       

          Section 10.4.    Merger,
Consolidation and Disposition of Assets.

       

          Section 10.4.1.    Mergers and
Acquisitions.  The Obligors will not become a party to any
merger or consolidation, or agree to or effect any asset acquisition or stock
acquisition (other than the acquisition of assets in the ordinary course of
business consistent with past practices and with respect to asset swaps) except
the merger or consolidation of, or asset or stock acquisitions between existing
Obligors, and except as otherwise provided in this
Section 10.4.1.  The Obligors may purchase or otherwise acquire
assets or the stock or the other equity interests of any other Person; provided that:

       

          (a)    the Obligors
are in current compliance with and, giving effect to the proposed acquisition
(including any borrowings made or to be made in connection therewith), will
continue to be in pro forma compliance with all of the covenants in
Sections 9.9, 10.1(j) and (k), 10.2(m), 10.13 and 10.14 hereof on a pro
forma historical combined basis as if the transaction occurred on the first day
of the period of measurement, which in the case of Sections 10.13 and 10.14
shall be as determined by reference to the Compliance Certificate required to be
delivered to the holders of Notes pursuant to Section 7.2(a)
hereof;

       

          (b)    at the time
of such acquisition, no Default or Event of Default has occurred and is
continuing, and such acquisition will not otherwise create a Default or an Event
of Default hereunder;

       

      
        
          
          

        

        
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          (c)    the business
to be acquired is predominantly in the same lines of business as the Obligors,
or businesses reasonably related or incidental thereto (e.g., non-hazardous
solid waste collection, transfer, hauling, recycling, or disposal);

       

          (d)    all of the
assets to be acquired shall be owned by an existing or newly created Subsidiary
of the Company which Subsidiary shall be or became (in accordance with
Section 9.8) an Obligor hereunder;

       

          (e)    the board of
directors and (if required by applicable law) the shareholders, or the
equivalent thereof, of the business to be acquired has approved such
acquisition; and

       

          (f)    if such
acquisition is made by a merger, an Obligor, or a wholly-owned Subsidiary of the
Company which shall become an Obligor in connection with such merger, shall be
the surviving entity.

       

          Section 10.4.2.    Disposition of
Assets.  The Obligors will not become a party to or agree to or
effect any disposition of assets, other than (a) the sale of inventory, the
licensing of intellectual property and the disposition of obsolete assets, in
each case in the ordinary course of business consistent with past practices,
(b) a disposition of assets from an Obligor to any other Obligors, (c) the
sale or exchange of routes and related assets which in the business judgment of
the Obligors will not have a Material Adverse Effect, (d) the sale, lease,
assignment, transfer or other disposition of Receivables in connection with any
Permitted Receivables Transaction, and (e) assets with a fair market value
of less than $50,000,000 per year transferred in connection with an asset sale
or swap, which sale or swap in the business judgment of the Obligors does not
have a Material Adverse Effect, provided, however, that for
the purposes of the clause (e) any Obligor may sell, swap, lease or otherwise
dispose of assets in excess of such $50,000,000 per year if such assets are
sold, swapped, leased or otherwise disposed of, in an arms length transaction
and, at such time and after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing and an amount equal to the net
proceeds received from such sale, swap, lease or other disposition shall be used
within 270 days of such sale, swap, lease or disposition, in any
combination:

       

          (1)    to acquire
productive assets used or useful in carrying on the business of the Obligors and
having a value at least equal to the value of such assets sold, swapped, leased
or otherwise disposed of; and/or

       

          (2)    to prepay or
retire Senior Debt of any Obligor, provided that, to the extent any such
proceeds are used to prepay the outstanding principal amount of the Notes, such
prepayment shall be made in accordance with the terms of
Section 8.2.  

       

          Section 10.5.    Sale and
Leaseback.  The Obligors shall not enter into any arrangement,
directly or indirectly, whereby any Obligor shall sell or transfer any property
owned by it in order then or thereafter to lease such property or lease other
property which any Obligor or Subsidiary intends to use for substantially the
same purpose as the property being sold or transferred, without the prior
written consent of the Required Holders.

       

      
        
          
          

        

        
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          Section 10.6.    Restricted Payments and
Redemptions.  The Obligors shall not purchase, redeem, retire
or otherwise acquire shares of any class of their Capital Stock, or make any
Restricted Payments (provided,
however, that neither the exercise of common stock purchase warrants or
options to purchase common stock on a “cashless” exercise basis under an
Obligor’s equity incentive plans shall constitute a purchase or redemption of
Capital Stock), except that (a) an Obligor may make any Restricted Payment
to another Obligor, (b) the Company may make any Restricted Payment so long as
no Default or Event of Default exists or would be created by the making of such
Restricted Payment (provided that if, as of the
end of any fiscal quarter in any fiscal year, the Obligors shall have on a
consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as
determined by reference to the most recent Compliance Certificate delivered to
the holders pursuant to Section 7.2(a), the Obligors shall not make
Restricted Payments in excess of $150,000,000 in the aggregate in such fiscal
year, unless and until such time as the Obligors shall have on a consolidated
basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to
any subsequent Compliance Certificate delivered to the holders pursuant to
Section 7.2(a) hereof; provided further, that if (x)
the Obligors shall be prohibited from making Restricted Payments in excess of
$150,000,000 in the aggregate in any fiscal year as a result of the application
of the foregoing Leverage Ratio and (y) the Obligors shall have previously made
Restricted Payments in an aggregate amount greater than or equal to $150,000,000
during such fiscal year, the Obligors shall not be deemed to be in violation of
this Section 10.6 as a result of such pre-existing Restricted Payments but
shall not make any additional Restricted Payments for the remainder of such
fiscal year, unless and until such time as the Obligors shall have on a
consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by
reference to any subsequent Compliance Certificate delivered to the holders
pursuant to Section 7.2(a) hereof), and (c) the Obligors may make cash
payments to its employees pursuant to one or more profit sharing, equity
incentive or other benefit plan.

       

          Section 10.7.    Employee Benefit
Plans.  No Obligors nor any ERISA Affiliate will:

       

          (a)    engage in any
“prohibited transaction” within the meaning of §406 of ERISA or §4975 of the
Code which would result in a material liability for any Obligors;
or

       

          (b)    permit any
Guaranteed Pension Plan to incur an “accumulated funding deficiency”, as such
term is defined in §302 of ERISA, whether or not such deficiency is or may be
waived; or

       

          (c)    fail to
contribute to any Guaranteed Pension Plan to an extent which, or terminate any
Guaranteed Pension Plan in a manner which, would result in the imposition of a
lien or encumbrance on the assets of any Obligors pursuant to §302(f) or §4068
of ERISA; or

       

          (d)    amend any
Guaranteed Pension Plan in circumstances requiring the posting of security
pursuant to §307 of ERISA or §401(a)(29) of the Code; or

       

          (e)    permit or
take any action which would result in the aggregate benefit liabilities (within
the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding the
value of the aggregate assets of such Plans, disregarding for this purpose the
benefit liabilities and assets of any such Plan with assets in excess of benefit
liabilities.

       

      
        
          
          

        

        
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          Section 10.8.    Negative
Pledges.  Except as required by any Municipal Contract or the
Bank Credit Agreement, no Obligors shall enter into or permit to exist any
arrangement or agreement, enforceable under applicable law, which directly or
indirectly prohibits such Obligors from creating or incurring any lien,
encumbrance, mortgage, pledge, charge, restriction or other security interest in
favor of an agent for the benefit of the holders other than customary
anti-assignment provisions in leases and licensing agreements entered into by
such Obligors in the ordinary course of its business; provided, however, that this
Section 10.8 shall not prohibit any negative pledge (i) incurred or
provided in favor of any holder of Indebtedness permitted under
Section 10.1, (A) solely to the extent any such negative pledge relates to
the property financed by such Indebtedness or (B) the terms of which are
customary at the time of incurrence and are approved by the Required Holders in
writing, (ii) with respect to any Subsidiary of Company imposed pursuant to an
agreement which has been entered into for the sale or disposition permitted
under Section 10.4.2, or (iii) in connection with restrictions imposed by
applicable laws.

       

          Section 10.9.    Business
Activities.  No Obligors will engage directly or indirectly
(whether through Subsidiaries or otherwise) in any type of business other than
the businesses conducted by such Obligors on the Closing Date and in related
businesses.

       

          Section 10.10.    Transactions with
Affiliates.  No Obligors will engage in any transaction with
any Affiliate (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of the Obligors, any corporation, partnership,
trust or other entity in which any such Affiliate has a substantial interest or
is an officer, director, trustee or partner, on terms more favorable to such
Person than would have been obtainable on an arm’s-length basis in the ordinary
course of business.

       

          Section 10.11.    Prepayments of
Indebtedness.  The Obligors may not prepay, redeem or
repurchase any Indebtedness incurred by any Obligor or any Subsidiary pursuant
to Section 10.1 hereof unless (a) no Default or Event of Default has
occurred and is continuing, or would be created thereby, and (b) after giving
effect to any such prepayment, redemption or repurchase, the Obligors shall be
in compliance with each of the financial covenants set forth in Section 10
hereof, determined on a pro forma basis.

       

          Section 10.12.    Accounting
Changes.  No Obligor will make any change in its accounting
policies or reporting practices, except as required by GAAP.

       

          Section 10.13.    Leverage Ratio.  As
of the end of each fiscal quarter of the Obligors, the Obligors will not permit
the ratio of Consolidated Total Funded Debt to Consolidated EBITDA (the “Leverage Ratio”) to exceed
3.75:1.00 for the Reference Period ending on such date.

       

      
        
          
          

        

        
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          Section 10.14.    Interest Coverage
Ratio.  As of the end of any fiscal quarter of the Obligors,
the ratio of (a) Consolidated EBIT to (b) Consolidated Total Interest
Expense shall not be less than 2.75:1.00 for the Reference Period ending on such
date.

       

          Section 10.15.    Terrorism Sanctions
Regulations.  The Obligors will not and will not permit any
Subsidiary to (a) become a Person described or designated in the Specially
Designated Nationals and Blocked Persons List of the Office of Foreign Assets
Control or in Section 1 of the Anti-Terrorism Order or (b) to the knowledge
of the Company, engage in any dealings or transactions with any such
Person.  

       

      
        	
                Section
      11.  

              	
                Events
      of Default.

              


      

       

      An “Event of Default” shall
exist if any of the following conditions or events shall occur and be
continuing:

       

             
(a)        any Obligor defaults in the
payment of any principal or Make-Whole Amount, if any, on any Note when the same
becomes due and payable, whether at maturity or at a date fixed for prepayment
or by declaration or otherwise; or

       

          
(b)        any Obligor defaults in the
payment of any interest on any Note for more than five Business Days after the
same becomes due and payable; or

       

             
(c)       any Obligor defaults in the performance
of or compliance with any term contained in Section 7.1(d) or
Section 10 or any covenant in a Supplement which  provides that
it shall have the benefit of this paragraph (c); or

       

                       (d)any Obligor defaults in the performance of or
compliance with any term contained herein or in any Supplement (other than
those referred to in Sections 11(a), (b) and (c)) and such default is not
remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) any Obligor receiving
written notice of such default from any holder of a Note (any such written
notice to be identified as a “notice of default” and to refer specifically to
this Section 11(d)); or

       

                       (e)any representation or warranty made in writing
by or on behalf of any Obligor or by any officer of any Obligor in this
Agreement (including any Supplement) or in any writing furnished in connection
with the transactions contemplated hereby proves to have been false or incorrect
in any material respect on the date as of which made; or

       

                       (f)(i) any Obligor or any Subsidiary is in default
(as principal or as guarantor or other surety) in the payment of any principal
of or premium or make-whole amount or interest on any Indebtedness that is
outstanding in an aggregate principal amount of at least $50,000,000 (“Threshold
Indebtedness”) beyond any period of grace provided with respect thereto, or (ii)
any Obligor or any Subsidiary is in default in the performance of or compliance
with any term of any evidence of any Threshold Indebtedness or of any mortgage,
indenture or other agreement relating to such Threshold Indebtedness or any
other condition exists, and as a consequence of such default or condition
Threshold Indebtedness has become, or has been declared (or one or more Persons
are entitled to declare such Threshold Indebtedness to be), due and payable
before its stated maturity or before its regularly scheduled dates of payment,
or (iii) as a consequence of the occurrence or continuation of any event or
condition (other than the passage of time or the right of the holder of
Indebtedness to convert such Indebtedness into equity interests), (x) any
Obligor or any Subsidiary has become obligated to purchase or repay Threshold
Indebtedness before its regular maturity or before its regularly scheduled dates
of payment, or (y) one or more Persons have the right to require the Company or
any Subsidiary so to purchase or repay Threshold Indebtedness; or

       

      
        
          
          

        

        
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                       (g)any Obligor (i) is generally not paying,
or admits in writing its inability to pay, its debts as they become due,
(ii) files, or consents by answer or otherwise to the filing against it of,
a petition for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors,
(iv) consents to the appointment of a custodian, receiver, trustee or other
officer with similar powers with respect to it or with respect to any
substantial part of its property, (v) is adjudicated as insolvent or to be
liquidated, or (vi) takes corporate action for the purpose of any of the
foregoing; or

       

                       (h)a court or Governmental Authority of competent
jurisdiction enters an order appointing, without consent by any Obligor, a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of any Obligor or any of its Subsidiaries, or any such
petition shall be filed against any Obligor or any of its Subsidiaries and such
petition shall not be dismissed within 60 days; or

       

                       (i)a final judgment or judgments for the payment
of money aggregating in excess of $5,000,000 (excluding judgments in which an
insurer has acknowledged in writing that it is liable for such judgment) are
rendered against one or more of any Obligor and its Subsidiaries and which
judgments are not, within 60 days after entry thereof, bonded, discharged or
stayed pending appeal, or are not discharged within 60 days after the expiration
of such stay; or

      (j)         if
(i) any Plan (other than a Multi-employer Plan) shall fail to satisfy the
minimum funding standards of ERISA or the Code for any plan year or part thereof
or a waiver of such standards or extension of any amortization period is sought
or granted under section 412 of the Code, (ii) a notice of intent to terminate
any Plan (other than a Multi-employer Plan) shall have been or is reasonably
expected to be filed with the PBGC or the PBGC shall have instituted proceedings
under ERISA section 4042 to terminate or appoint a trustee to administer any
Plan (other than a Multi-employer Plan) or the PBGC shall have notified the
Company or any ERISA Affiliate that a Plan (other than a Multi-employer Plan)
may become a subject of any such proceedings, (iii) the aggregate “amount
of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of
ERISA) under all Plans (other than Multi-employer Plans), determined in
accordance with Title IV of ERISA, shall exceed $20,000,000, or any
Obligor or any ERISA Affiliate is assessed withdrawal liability pursuant to
Title IV of ERISA by a Multi-employer Plan requiring aggregate annual
payments exceeding $5,000,000, (iv) the Company or any ERISA
Affiliate shall have incurred or is reasonably expected to incur any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
the Code relating to employee benefit plans, (v) the Company or any ERISA
Affiliate withdraws from any Multi-employer Plan, or is a participant in a Multi-employer
Plan at the time of a termination thereof, or (vi) the Company or
any Subsidiary establishes or amends any employee welfare benefit plan that
provides post-employment welfare benefits in a manner that would increase the
liability of the Company or any Subsidiary thereunder; and any such event or
events described in clauses (i) through (vi) above, either individually or
together with any other such event or events, would reasonably be expected to
have a Material Adverse Effect.  

       

      
        
          
          

        

        
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      As used
in Section 11(j), the terms “employee benefit plan” and “employee welfare
benefit plan” shall have the respective meanings assigned to such terms in
section 3 of ERISA.

       

      
        	
                Section
      12.  

              	
                Remedies
      on Default, Etc.

              


      

       

          Section 12.1.    Acceleration.  (a) If an Event of
Default with respect to any Obligor described in Section 11(g) or (h)
(other than an Event of Default described in clause (i) of
Section 11(g) or described in clause (vi) of Section 11(g) by
virtue of the fact that such clause encompasses clause (i) of
Section 11(g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.

       

                    (b)If any other Event of Default has occurred
and is continuing, the Required Holders may at any time at their option, by
notice or notices to any Obligor, declare all the Notes then outstanding to be
immediately due and payable.

       

                    (c)If any Event of Default described in
Section 11(a) or (b) has occurred and is continuing, any holder or holders
of Notes at the time outstanding affected by such Event of Default may at any
time, at its or their option, by notice or notices to the Company, declare all
the Notes held by it or them to be immediately due and payable.

       

      Upon any
Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest
thereon (including, but not limited to, interest accrued thereon at the Default
Rate) and (y) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived.  Each
Obligor acknowledges, and the parties hereto agree, that each holder of a Note
has the right to maintain its investment in the Notes free from repayment by any
Obligor (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Obligors in the event that the Notes are
prepaid or are accelerated as a result of an Event of Default, is intended to
provide compensation for the deprivation of such right under such
circumstances.

       

      
        
          
          

        

        
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          Section 12.2.    Other Remedies.  If
any Default or Event of Default has occurred and is continuing, and irrespective
of whether any Notes have become or have been declared immediately due and
payable under Section 12.1, the holder of any Note at the time outstanding may
proceed to protect and enforce the rights of such holder by an action at law,
suit in equity or other appropriate proceeding, whether for the specific
performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law or
otherwise.

       

          Section
12.3.    Rescission.  At
any time after any Notes have been declared due and payable pursuant to
Section 12.1(b) or (c), the Required Holders by written notice to any
Obligor, may rescind and annul any such declaration and its consequences if
(a) the Obligors have paid all overdue interest on the Notes, all principal
of and Make-Whole Amount, if any, on any Notes, that are due and payable and are
unpaid other than by reason of such declaration, and all interest on such
overdue principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) none of the Obligors nor any other Person shall have paid any
amounts which have become due solely by reason of such declaration, (c) all
Events of Default and Defaults, other than non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been
waived pursuant to Section 17, and (d) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the
Notes.  No rescission and annulment under this Section 12.3 will
extend to or affect any subsequent Event of Default or Default or impair any
right consequent thereon.

       

          Section
12.4.    No Waivers or
Election of Remedies, Expenses, Etc.  No course of dealing and
no delay on the part of any holder of any Note in exercising any right, power or
remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies.  No right, power or remedy conferred by
this Agreement or by any Note upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.  Without
limiting the obligations of the Obligors under Section 15, the Obligors
will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and disbursements.

       

      
        	
                Section
      13.  

              	
                Registration;
      Exchange; Substitution of Notes.

              


      

       

          Section
13.1.    Registration of
Notes.  The Company shall keep at its principal executive
office a register for the registration and registration of transfers of
Notes.  The name and address of each holder of one or more Notes, each
transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register.  Prior to due presentment
for registration of transfer, the Person in whose name any Note shall be
registered shall be deemed and treated as the owner and holder thereof for all
purposes hereof, and the Obligors shall not be affected by any notice or
knowledge to the contrary.  The Obligors shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.

       

      
        
          
          

        

        
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          Section 13.2.    Transfer and Exchange of
Notes.  Upon surrender of any Note to the Company at the
address and to the attention of the designated officer (all as specified in
Section 18(iv)) for registration of transfer or exchange (and in the case
of a surrender for registration of transfer accompanied by a written instrument
of transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name,
address and other information for notices of each transferee of such Note or
part thereof) within ten Business Days thereafter the Obligors shall execute and
deliver, at the Obligors’ expense (except as provided below), one or more new
Notes of the same series (and of the same tranche if such series has multiple
tranches) as requested by the holder thereof in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note.  Each such new Note shall be payable to such Person
as such holder may request and shall be substantially in the form of
Exhibit 1 hereto or Exhibit 1 of the appropriate Supplement, as
applicable.  Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated
the date of the surrendered Note if no interest shall have been paid
thereon.  The Obligors may require payment of a sum sufficient to
cover any stamp tax or governmental charge imposed in respect of any such
transfer of Notes. Notes shall not be transferred in denominations of less than
$100,000, provided that if necessary to enable the registration of transfer by a
holder of its entire holding of Notes, one Note may be in a denomination of less
than $100,000.  Any transferee, by its acceptance of a Note registered
in its name (or the name of its nominee), shall be deemed to have made the
representations set forth in Section 6.1 and Section 6.2 and the
Obligors shall not be obligated to register any Note in the name of any
transferee who cannot make the representations set forth in Section 6.1 and
Section 6.2 or with respect to any transfer that would result in a
“prohibited transaction” within the meaning of Section 406 of
ERISA.

       

          Section 13.3.    Replacement of
Notes.  Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(iv)) of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft, destruction or mutilation), and

       

                       (a)in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another holder of a Note
with a minimum net worth of at least $50,000,000 or a Qualified Institutional
Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or

       

                       (b)in the case of mutilation, upon surrender and
cancellation thereof,

       

      within
ten Business Days thereafter the Obligors at their own expense shall execute and
deliver, in lieu thereof, a new Note of the same series, dated and bearing
interest from the date to which interest shall have been paid on such lost,
stolen, destroyed or mutilated Note or dated the date of such lost, stolen,
destroyed or mutilated Note if no interest shall have been paid
thereon.

       

      
        
          
          

        

        
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                Section
      14.  

              	
                Payments
      on Notes.

              


      

       

          Section 14.1.    Place of
Payment.  Subject to Section 14.2, payments of principal,
Make-Whole Amount, if any, and interest becoming due and payable on the Notes
shall be made in New York, New York at the principal office of JPMorgan Chase
Bank, N.A. in such jurisdiction.  The Obligors may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the
Obligors in such jurisdiction or the principal office of a bank or trust company
in such jurisdiction.

       

          Section 14.2.    Home Office
Payment.  So long as any Purchaser or Additional Purchaser or
such Purchaser’s nominee or such Additional Purchaser’s nominee shall be the
holder of any Note, and notwithstanding anything contained in Section 14.1
or in such Note to the contrary, the Obligors will pay all sums becoming due on
such Note for principal, Make-Whole Amount, if any, and interest by the method
and at the address specified for such purpose below such Purchaser’s name in
Schedule A hereto, or, in the case of any Additional Purchaser’s
Schedule A attached to any Supplement pursuant to which such Additional
Purchaser is a party, or by such other method or at such other address as such
Purchaser or Additional Purchaser shall have from time to time specified to the
Company in writing for such purpose, without the presentation or surrender of
such Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, such Purchaser or Additional
Purchaser shall surrender such Note for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office or at the
place of payment most recently designated by the Company pursuant to
Section 14.1.  Prior to any sale or other disposition of any Note
held by any Purchaser or Additional Purchaser or such Person’s nominee, such
Person will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or
surrender such Note to the Obligors in exchange for a new Note or Notes pursuant
to Section 13.2.  The Obligors will afford the benefits of this
Section 14.2 to any Institutional Investor that is the direct or indirect
transferee of any Note purchased by a Purchaser under this Agreement and that
has made the same agreement relating to such Note as the Purchasers have made in
this Section 14.2.

       

      
        	
                Section
      15.  

              	
                Expenses,
      Etc.

              


      

       

          Section 15.1.    Transaction
Expenses.  Whether or not the transactions contemplated hereby
are consummated, the Obligors will pay all costs and expenses (including
reasonable attorneys’ fees of one special counsel for the Purchasers and any
Additional Purchasers, as a group, and, if reasonably required by the Required
Holders, local or other counsel) incurred by each Purchaser and each Additional
Purchaser and each other holder of a Note in connection with such transactions
and in connection with any amendments, waivers or consents under or in respect
of this Agreement (including any Supplement) or the Notes (whether or not such
amendment, waiver or consent becomes effective), including, without
limitation:  (a) the costs and expenses incurred in enforcing or
defending (or determining whether or how to enforce or defend) any rights under
this Agreement (including any Supplement) or the Notes or in responding to any
subpoena or other legal process or informal investigative demand issued in
connection with this Agreement (including any Supplement) or the Notes, or by
reason of being a holder of any Note, (b) the costs and expenses, including
financial advisors’ fees, incurred in connection with the insolvency or
bankruptcy of any Obligor or any Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby and by the Notes and
(c) the costs and expenses incurred in connection with the initial filing
of this Agreement and all related documents and financial information with the
SVO, provided that such
costs and expenses under this clause (c) shall not exceed $4,000 for each
series of Notes.  The Obligors will pay, and will save each Purchaser,
each Additional Purchaser and each other holder of a Note harmless from, all
claims in respect of any fees, costs or expenses, if any, of brokers and finders
(other than those, if any, retained by a Purchaser or an Additional Purchaser or
other holder in connection with its purchase of the Notes).

       

      
        
          
          

        

        
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          Section 15.2.    Survival.  The
obligations of the Obligors under this Section 15 will survive the payment or
transfer of any Note, the enforcement, amendment or waiver of any provision of
this Agreement, any Supplement or the Notes, and the termination of this
Agreement or any Supplement.

       

      
        	
                Section
      16.  

              	
                Survival
      of Representations and Warranties; Entire
  Agreement.

              


      

       

      All
representations and warranties contained herein or in any Supplement shall
survive the execution and delivery of this Agreement, such Supplement and the
Notes, the purchase or transfer by any Purchaser or any Additional Purchaser of
any Note or portion thereof or interest therein and the payment of any Note, and
may be relied upon by any subsequent holder of a Note, regardless of any
investigation made at any time by or on behalf of any Purchaser or any
Additional Purchaser or any other holder of a Note.  All statements
contained in any certificate or other instrument delivered by or on behalf of
any Obligor pursuant to this Agreement or any Supplement shall be deemed
representations and warranties of the Obligors under this Agreement, provided, that the
representations and warranties contained in any Supplement shall only be made
for the benefit of the Additional Purchasers which are party to such Supplement
and the holders of the Notes issued pursuant to such Supplement, including
subsequent holders of any Note issued pursuant to such Supplement, and shall not
require the consent of the holders of existing Notes.  Subject to the
preceding sentence, this Agreement (including every Supplement) and the Notes
embody the entire agreement and understanding between the Purchasers and the
Additional Purchasers and the Obligors and supersede all prior agreements and
understandings relating to the subject matter hereof.

       

      
        	
                Section
      17.  

              	
                Amendment
      and Waiver.

              


      

       

          Section
17.1.    Requirements.  (a) This
Agreement (including any Supplement) and the Notes may be amended, and the
observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Obligors and the Required Holders, except that (i) no amendment or waiver
of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the
corresponding provision of any Supplement, or any defined term (as it is used in
any such Section or such corresponding provision of any Supplement), will be
effective as to any holder of Notes unless consented to by such holder of Notes
in writing, and (ii) no such amendment or waiver may, without the written
consent of the holder of each Note at the time outstanding affected thereby,
(A) subject to the provisions of Section 12 relating to acceleration
or rescission, change the amount or time of any prepayment or payment of
principal of, or reduce the rate or change the time of payment or method of
computation of interest or of the Make-Whole Amount on, the Notes,
(B) change the percentage of the principal amount of the Notes the holders
of which are required to consent to any such amendment or waiver, or
(C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20 (or any
corresponding provision in a Supplement).  In addition, except as
expressly provided in Section 9.8(a) in which no consent of the holders of
Notes shall be required, the definition of “Excluded Subsidiaries” may be
amended with the written consent of the Obligors and the Required Holders,
provided that, during the existence of a Default or Event of Default, no Obligor
may be removed from its obligations under this Agreement and the Notes and
become an Excluded Subsidiary without the written consent of the Obligors and
each holder of Notes.  

       

      
        
          
          

        

        
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          (b)    Supplements.  Notwithstanding
anything to the contrary contained herein, the Obligors may enter into any
Supplement providing for the issuance of one or more series of Additional Notes
consistent with Sections 1.2 and 4.12 hereof without obtaining the consent of
any holder of any other series of Notes.

       

          (c)    Consent in
Contemplation of Transfer.  Any consent made pursuant to this
Section 17 by a holder of Notes that has transferred or has agreed to
transfer its Notes to the Company, any Subsidiary or any Affiliate of the
Company and has provided or has agreed to provide such written consent as a
condition to such transfer shall be void and of no force or effect except solely
as to such holder, and any amendments effected or waivers granted or to be
effected or granted that would not have been or would not be so effected or
granted but for such consent (and the consents of all other holders of Notes
that were acquired under the same or similar conditions) shall be void and of no
force or effect except solely as to such holder.

       

      Section 17.2.    Solicitation of Holders of
Notes.

       

                    (a)Solicitation.  The
Obligors will provide each holder of the Notes (irrespective of the amount of
Notes then owned by it) with sufficient information, sufficiently far in advance
of the date a decision is required, to enable such holder to make an informed
and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof, any Supplement or of the
Notes.  The Obligors will deliver executed or true and correct copies
of each amendment, waiver or consent effected pursuant to the provisions of this
Section 17 to each holder of outstanding Notes promptly following the date on
which it is executed and delivered by, or receives the consent or approval of,
the requisite holders of Notes.

       

                    (b)Payment.  None of
the Obligors will directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security or provide other credit support, to any holder
of Notes as consideration for or as an inducement to the entering into by any
holder of Notes of any waiver or amendment of any of the terms and provisions
hereof or any Supplement unless such remuneration is concurrently paid, or
security is concurrently granted or other credit support concurrently provided,
on the same terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.

       

      
        
          
          

        

        
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          Section
17.3.    Binding Effect,
Etc.  Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and
upon each future holder of any Note and upon the Obligors without regard to
whether such Note has been marked to indicate such amendment or
waiver.  No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon.  No course
of dealing between any Obligor and the holder of any Note nor any delay in
exercising any rights hereunder or under any Note shall operate as a waiver of
any rights of any holder of such Note.  As used herein, the term “this
Agreement” and references thereto shall mean this Agreement as it may from time
to time be amended or supplemented.

       

          Section 17.4.    Notes Held by Obligors,
Etc.  Solely for the purpose of determining whether the holders
of the requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by any Obligor or any of
its Affiliates shall be deemed not to be outstanding.

       

      
        	
                Section
      18.  

              	
                Notices.

              


      

       

      All
notices and communications provided for hereunder shall be in writing and sent
(a) by telecopy if the sender on the same day sends a confirming copy of such
notice by a recognized overnight delivery service (charges prepaid), or (b) by
registered or certified mail with return receipt requested (postage prepaid), or
(c) by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:

       

              (i)     if
to any Purchaser or its nominee, to such Purchaser or nominee at the address
specified for such communications in Schedule A, or at such other address as
such Purchaser or nominee shall have specified to any Obligor in
writing,

       

              (ii)   
if to an Additional Purchaser or its nominee, to such Additional Purchaser or
its nominee at the address specified for such communications in Schedule A
to any Supplement, or at such other address as such Additional Purchaser or its
nominee shall have specified to any Obligor in writing;

       

              (iii)   if
to any other holder of any Note, to such holder at such address as such other
holder shall have specified to any Obligor in writing; or

       

              (iv)  if
to any Obligor, to the Company at its address set forth at the beginning hereof
to the attention of the Chief Financial Officer and the General Counsel, or at
such other address as the Company shall have specified to the holder of each
Note in writing, with a copy to Shartsis Friese LLP, One Maritime Plaza, 18th
Floor, San Francisco, CA 94111, Attention:  P. Rupert
Russell.

       

      Notices
under this Section 18 will be deemed given only when actually
received.

       

      
        
          
          

        

        
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                Section
      19.  

              	
                Reproduction
      of Documents.

              


      

       

      This
Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b)
documents received by any Purchaser at the Closing or by any Additional
Purchaser (except the Notes themselves), and (c) financial statements,
certificates and other information previously or hereafter furnished to any
Purchaser or any Additional Purchaser, may be reproduced by such Purchaser or
such Additional Purchaser by any photographic, photostatic, electronic, digital
or other similar process and such Purchaser or such Additional Purchaser may
destroy any original document so reproduced.  Each Obligor agrees and
stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such Purchaser or
such Additional Purchaser in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.  This Section 19 shall not
prohibit any Obligor or any other holder of Notes from contesting any such
reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such
reproduction.

       

      
        	
                Section
      20.  

              	
                Confidential
      Information.

              


      

       

      For the
purposes of this Section 20, “Confidential Information” means information
delivered to any Purchaser or any Additional Purchaser by or on behalf of any
Obligor or any Subsidiary in connection with the transactions contemplated by or
otherwise pursuant to this Agreement that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received by
such Purchaser or such Additional Purchaser as being confidential information of
the Obligors or such Subsidiary, provided that such term does not include
information that (a) was publicly known or otherwise known to such
Purchaser or such Additional Purchaser prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by such
Purchaser or such Additional Purchaser or any person acting on such Purchaser’s
or such Additional Purchaser’s behalf, (c) otherwise becomes known to such
Purchaser or such Additional Purchaser other than through disclosure by any
Obligor or any Subsidiary or (d) constitutes financial statements delivered
to such Purchaser or such Additional Purchaser under Section 7.1 that are
otherwise publicly available.  Each Purchaser and each Additional
Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser or such Additional
Purchaser in good faith to protect confidential information of third parties
delivered to such Purchaser or such Additional Purchaser, provided that such
Purchaser or such Additional Purchaser may deliver or disclose Confidential
Information to (i) its directors, officers, employees, agents, attorneys,
trustees and affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by its Notes), (ii) its
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note,
(iv) any Institutional Investor to which it sells or offers to sell such
Note or any part thereof or any participation therein (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this Section 20), (v) any Person from which it
offers to purchase any security of any Obligor (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (vi) any federal or state regulatory
authority having jurisdiction over such Purchaser or such Additional Purchaser,
(vii) the NAIC or the SVO or, in each case, any similar organization, or
any nationally recognized rating agency that requires access to information
about such Purchaser’s or such Additional Purchaser’s investment portfolio, or
(viii) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule,
regulation or order applicable to such Purchaser or such Additional Purchaser,
(x) in response to any subpoena or other legal process, (y) in
connection with any litigation to which such Purchaser or such Additional
Purchaser is a party or (z) if an Event of Default has occurred and is
continuing, to the extent such Purchaser or such Additional Purchaser may
reasonably determine such delivery and disclosure to be necessary or appropriate
in the enforcement or for the protection of the rights and remedies under such
Purchaser’s or such Additional Purchaser Notes and this
Agreement.  Each holder of a Note, by its acceptance of a Note, will
be deemed to have agreed to be bound by and to be entitled to the benefits of
this Section 20 as though it were a party to this Agreement.  On
reasonable request by any Obligor in connection with the delivery to any holder
of a Note of information required to be delivered to such holder under this
Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee), such holder will enter into an agreement with
the Obligors embodying the provisions of this Section 20.

       

      
        
          
          

        

        
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                Section
      21.  

              	
                Substitution
      of Purchaser.

              


      

       

      Each
Purchaser and each Additional Purchaser shall have the right to substitute any
one of its Affiliates as the purchaser of the Notes that it has agreed to
purchase hereunder, by written notice to the Obligors, which notice shall be
signed by both such Purchaser or such Additional Purchaser and such Affiliate,
shall contain such Affiliate’s agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in Section 6.  Upon receipt of such
notice, any reference to such Purchaser or such Additional Purchaser in this
Agreement (other than in this Section 21), shall be deemed to refer to such
Affiliate in lieu of such original Purchaser or such original Additional
Purchaser.  In the event that such Affiliate is so substituted as a
Purchaser or an Additional Purchaser hereunder and such Affiliate thereafter
transfers to such original Purchaser or such original Additional Purchaser all
of the Notes then held by such Affiliate, upon receipt by any Obligor of notice
of such transfer, any reference to such Affiliate as a “Purchaser” or an
“Additional Purchaser” in this Agreement (other than in this Section 21),
shall no longer be deemed to refer to such Affiliate, but shall refer to such
original Purchaser or such original Additional Purchaser, and such original
Purchaser or such original Additional Purchaser shall again have all the rights
of an original holder of the Notes under this Agreement.

       

      
        	
                Section
      22.  

              	
                Miscellaneous.

              


      

       

          Section
22.1.    Successors and
Assigns.  All covenants and other agreements contained in this
Agreement (including all covenants and other agreements contained in any
Supplement) by or on behalf of any of the parties hereto bind and inure to the
benefit of their respective successors and assigns (including, without
limitation, any subsequent holder of a Note) whether so expressed or
not.

       

      
        
          
          

        

        
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          Section 22.2.    Payments Due on Non-Business
Days.  Anything in this Agreement or the Notes to the contrary
notwithstanding (but without limiting the requirement in Section 8.4 that notice
of any optional prepayment specify a Business Day as the date fixed for such
prepayment), any payment of principal of or Make-Whole Amount or interest on any
Note that is due on a date other than a Business Day shall be made on the next
succeeding Business Day without including the additional days elapsed in the
computation of the interest payable on such next succeeding Business Day; provided that if the maturity
date of any Note is a date other than a Business Day, the payment otherwise due
on such maturity date shall be made on the next succeeding Business Day and
shall include the additional days elapsed in the computation of interest payable
on such next succeeding Business Day.

       

          Section
22.3.    Accounting
Terms.  All accounting terms used herein which are not
expressly defined in this Agreement have the meanings respectively given to them
in accordance with GAAP.  Except as otherwise specifically provided
herein, (i) all computations made pursuant to this Agreement shall be made in
accordance with GAAP, and (ii) all financial statements shall be prepared in
accordance with GAAP.

       

          Section
22.4.    Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

       

          Section 22.5.    Construction,
Etc.  Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant.  Where any provision herein refers to action to be
taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

       

      For the
avoidance of doubt, all Schedules, Exhibits and Supplements attached to this
Agreement shall be deemed to be a part hereof.

       

          Section
22.6.    Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one
instrument.  Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

       

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

       

          Section
22.8.    Jurisdiction and
Process; Waiver of Jury Trial. (a) Each Obligor
irrevocably submits to the non-exclusive jurisdiction of any New York State or
federal court sitting in the Borough of Manhattan, The City of New York, over
any suit, action or proceeding arising out of or relating to this Agreement or
the Notes.  To the fullest extent permitted by applicable law, each
Obligor irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise, any claim that it is not subject to the jurisdiction of
any such court, any objection that it may now or hereafter have to the laying of
the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

       

      
        
          
          

        

        
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      Agreement 

                


        

         

      

          (b)  Each Obligor consents to
process being served by or on behalf of any holder of Notes in any suit, action
or proceeding of the nature referred to in Section 22.8(a) by mailing a
copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, return receipt requested, to it at its address
specified in Section 18 or at such other address of which such holder shall
then have been notified pursuant to said Section.  Each Obligor agrees
that such service upon receipt (i) shall be deemed in every respect
effective service of process upon it in any such suit, action or proceeding and
(ii) shall, to the fullest extent permitted by applicable law, be taken and
held to be valid personal service upon and personal delivery to
it.  Notices hereunder shall be conclusively presumed received as
evidenced by a delivery receipt furnished by the United States Postal Service or
any reputable commercial delivery service.

       

          (c)Nothing in this Section 22.8 shall
affect the right of any holder of a Note to serve process in any manner
permitted by law, or limit any right that the holders of any of the Notes may
have to bring proceedings against any Obligor in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.

       

          (d)The parties hereto hereby waive trial
by jury in any action brought on or with respect to this Agreement, the Notes or
any other document executed in connection herewith or therewith.

      


      *    *    *    *    *

      


      
        
          
          

        

        
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      Agreement 

                


        

         

      

      If you
are in agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to any Obligor, whereupon this
Agreement shall become a binding agreement between you and the
Obligors.

      


      
        	
                 
      

              	
                Very
      truly yours,

              


      

       

       

      
        
          	 
      	
                  WASTE
      CONNECTIONS, INC.

                
	 
      	
                  ADVANCED
      SYSTEMS PORTABLE RESTROOMS, INC.

                
	 
      	
                  AMERICAN
      DISPOSAL COMPANY, INC.

                
	 
      	
                  AMERICAN
      SANITARY SERVICE, INC.

                
	 
      	
                  AMERICAN
      WEST LEASING, INC.

                
	 
      	
                  BITUMINOUS
      RESOURCES, INC.

                
	 
      	
                  BROADACRE
      LANDFILL, INC.

                
	 
      	
                  BUTLER
      COUNTY LANDFILL, INC.

                
	 
      	
                  CAMINO
      REAL ENVIRONMENTAL CENTER, INC.

                
	 
      	
                  COLD
      CANYON LAND FILL, INC.

                
	 
      	
                  COMMUNITY
      REFUSE DISPOSAL INC.

                
	 
      	
                  CONTRACTORS
      WASTE SERVICES, INC.

                
	 
      	
                  CORRAL
      DE PIEDRA LAND COMPANY

                
	 
      	
                  CURRY
      TRANSFER & RECYCLING, INC.

                
	 
      	
                  D.
      M. DISPOSAL CO., INC.

                
	 
      	
                  DENVER
      REGIONAL LANDFILL, INC.

                
	 
      	
                  ELKO
      SANITATION COMPANY

                
	 
      	
                  EMPIRE
      DISPOSAL, INC.

                
	 
      	
                  ENVIRONMENTAL
      TRUST COMPANY

                
	 
      	
                  EVERGREEN
      DISPOSAL, INC.

                
	 
      	
                  FINNEY
      COUNTY LANDFILL, INC.

                
	 
      	
                  FRANK’S
      SERVICE, INC.

                
	 
      	
                  G
      & P DEVELOPMENT, INC.

                
	 
      	
                  HIGH
      DESERT SOLID WASTE FACILITY, INC.

                
	 
      	
                  (F/K/A
      RHINO SOLID WASTE, INC.)

                
	 
      	
                  ISLAND
      DISPOSAL, INC.

                
	 
      	
                  J
      BAR J LAND, INC.

                
	 
      	
                  KELLY’S
      HAUL AWAY, INC.

                
	 
      	
                  LAKESHORE
      DISPOSAL, INC.

                
	 
      	
                  LEALCO,
      INC.

                
	 
      	
                  LES’
      COUNTY SANITARY, INC.

                
	 
      	
                  MADERA
      DISPOSAL SYSTEMS, INC.

                
	 
      	
                  MAMMOTH
      DISPOSAL COMPANY

                


        

      

       

      
 

      
        
          	
                   
      

                	
                  By
      _________________________________________

                


        

        
          	
                   
      

                	
                  Name:  Worthing
      F. Jackman

                


        

        
          	
                   
      

                	
                  Title:  Chief
      Financial Officer

                


        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

         

        
          
            
            

          

          
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            	 	MANAGEMENT
      ENVIRONMENTAL NATIONAL, INC.
	 
      	
                    MASON
      COUNTY GARBAGE CO., INC.

                  
	 
      	
                    MDSI
      OF LA, INC.

                  
	 
      	
                    MILLENNIUM
      WASTE INCORPORATED

                  
	 
      	
                    MISSION
      COUNTRY DISPOSAL

                  
	 
      	
                    MORRO
      BAY GARBAGE SERVICE

                  
	 
      	
                    MURREY’S
      DISPOSAL COMPANY, INC.

                  
	 
      	
                    NEBRASKA
      ECOLOGY SYSTEMS, INC.

                  
	 
      	
                    NOBLES
      COUNTY LANDFILL, INC.

                  
	 
      	
                    NORTHERN
      PLAINS DISPOSAL, INC.

                  
	 
      	
                    NORTHWEST
      CONTAINER SERVICES, INC.

                  
	 
      	
                    OKLAHOMA
      CITY WASTE DISPOSAL, INC.

                  
	 
      	
                    OKLAHOMA
      LANDFILL HOLDINGS, INC.

                  
	 
      	
                    OSAGE
      LANDFILL, INC.

                  
	 
      	
                    PSI
      ENVIRONMENTAL SERVICES, INC.

                  
	 
      	
                    PSI
      ENVIRONMENTAL SYSTEMS, INC.

                  
	 
      	
                    PUEBLO
      SANITATION, INC.

                  
	 
      	
                    R.A.
      BROWNRIGG INVESTMENTS, INC.

                  
	 
      	
                    RED
      CARPET LANDFILL, INC.

                  
	 
      	
                    RH
      FINANCIAL CORPORATION

                  
	 
      	
                    RURAL
      WASTE MANAGEMENT, INC.

                  
	 
      	
                    SAN
      LUIS GARBAGE COMPANY

                  
	 
      	
                    SCOTT
      SOLID WASTE DISPOSAL COMPANY

                  
	 
      	
                    SEDALIA
      LAND COMPANY

                  
	 
      	
                    SOUTH
      COUNTY SANITARY SERVICE, INC.

                  
	 
      	
                    SOUTHERN
      PLAINS DISPOSAL, INC.

                  
	 
      	
                    TACOMA
      RECYCLING COMPANY, INC.

                  
	 
      	
                    TENNESSEE
      WASTE MOVERS, INC.

                  
	 
      	
                    WASCO
      COUNTY LANDFILL, INC.

                  
	 
      	
                    WASTE
      CONNECTIONS MANAGEMENT SERVICES, INC.

                  
	 
      	
                    WASTE
      CONNECTIONS OF ALABAMA, INC.

                  
	 
      	
                    WASTE
      CONNECTIONS OF ARIZONA, INC.

                  
	 
      	
                    WASTE
      CONNECTIONS OF ARKANSAS, INC.

                  
	 
      	
                    WASTE
      CONNECTIONS OF CALIFORNIA, INC.

                  
	 
      	
                    (f/k/a
      Amador Disposal Service, Inc.)

                  
	 
      	
                    WASTE
      CONNECTIONS OF COLORADO, INC.

                  
	 
      	
                    WASTE
      CONNECTIONS OF GEORGIA, INC.

                  
	 
      	
                    (f/k/a
      WCI of Georgia, Inc.)

                  
	 
      	
                    WASTE
      CONNECTIONS OF IDAHO, INC.

                  
	 
      	
                    (f/k/a
      Mountain Jack Environmental Services,
Inc.)

                  


          

        

         

      

      
        
          	
                   
      

                	
                  By
      _________________________________________

                


        

        
          	
                   
      

                	
                  Name:  Worthing
      F. Jackman

                


        

        
          	
                   
      

                	
                  Title:  Chief
      Financial Officer

                


        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

        
        

      

       

      
        
          
          

        

        
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      Agreement 

              


      

    

    
       

       

      
        
          	 
      	
                  WASTE
      CONNECTIONS OF ILLINOIS, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF IOWA, INC.

                
	 
      	
                  (f/k/a
      Whaley Waste Systems Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF KANSAS, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF KENTUCKY, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF MINNESOTA, INC.

                
	 
      	
                  (f/k/a
      Ritter’s Sanitary Service, Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF MISSISSIPPI, INC.

                
	 
      	
                  (f/k/a
      Liberty Waste Services of Mississippi Holdings, Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF MISSOURI, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF MONTANA, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF NEBRASKA, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF NEW MEXICO, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF OKLAHOMA, INC.

                
	 
      	
                  (f/k/a
      B & B Sanitation, Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF OREGON, INC.

                
	 
      	
                  (f/k/a
      Sweet Home Sanitation Service, Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF SOUTH DAKOTA, INC.

                
	 
      	
                  (f/k/a
      Novak Enterprises, Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF TENNESSEE, INC.

                
	 
      	
                  (f/k/a
      Liberty Waste Services of Tennessee Holdings, Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF THE CENTRAL VALLEY, INC.

                
	 
      	
                  (f/k/a
      Kingsburg Disposal Service, Inc.)

                
	 
      	
                  WASTE
      CONNECTIONS OF UTAH, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF WASHINGTON, INC.

                
	 
      	
                  WASTE
      CONNECTIONS OF WYOMING, INC.

                
	 
      	
                  WASTE
      CONNECTIONS TRANSPORTATION COMPANY, INC.

                
	 
      	
                  WASTE
      SERVICES OF N.E. MISSISSIPPI, INC.

                
	 
      	
                  WEST
      BANK ENVIRONMENTAL SERVICES, INC.

                
	 
      	
                  WEST
      COAST RECYCLING AND TRANSFER, INC.

                
	 
      	
                  WYOMING
      ENVIRONMENTAL SERVICES, INC.

                
	 
      	
                  WYOMING
      ENVIRONMENTAL SYSTEMS, INC.

                


        

      

       

      
        
          	
                   
      

                	
                  By
      _____________________________________

                


        

        
          	
                   
      

                	
                  Name:  Worthing
      F. Jackman

                


        

        
          	
                   
      

                	
                  Title:  Chief
      Financial Officer

                


        

      

      
 

      
        
          
          

        

        
          - 47
-

          
            

          

        

        
          
          

        

      

      
        	Waste Connections
      Inc. 	
                Note Purchase
      Agreement 

              


      

    

    
      


      
      

      
      

      
      

      
        	
                 
      

              	
                COLUMBIA
      RESOURCE CO., L.P.

              


      

      
        	
                 
      

              	
                FINLEY-BUTTES
      LIMITED PARTNERSHIP

              


      

      


      
        	
                 
      

              	
                By:
      

              	Management
      Environmental National, Inc.,
	 	 	
                its
      General Partner

              


      

      
      

      


      
         

        
          
            	
                     
      

                  	
                    By

                  	_____________________________________
	 	 	
                    
                      Name:  Worthing
      F. Jackman

                    

                  
	 	 	
                    Title:  Chief
      Financial Officer

                  


          

          
          

           

        

      

      


      
        	
                 
      

              	
                EL
      PASO DISPOSAL, LP

              


      

       

      
        
          	
                   
      

                	
                  By:
      

                	Waste
      Connections of Texas, LLC, its General Partner
	 	
                  By:
      

                	
                  Waste
      Connections Management Services, Inc., its

                
	 	 	
                  Manager

                


        

        
        

        

          
             

            
              
                	
                         
      

                      	
                        By

                      	_____________________________________
	 	 	
                        
                          Name:  Worthing
      F. Jackman

                        

                      
	 	 	
                        Title:  Chief
      Financial Officer

                      


              

              
              

               

            

          

        

      

       

       

      
        	
                 
      

              	
                GLACIER
      DISPOSAL, L.L.C.

              


      

      
        	
                 
      

              	
                LAUREL
      RIDGE LANDFILL, L.L.C.

              


      

      
        	
                 
      

              	
                SUNRISE
      SANITATION, LLC

              


      

      
        	
                 
      

              	
                WASTE
      CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES,
  LLC

              


      

      
        	
                 
      

              	
                  (f/k/a Santek
      Environmental of Mississippi,
L.L.C.)

              


      

      
        	
                 
      

              	
                WASTE
      CONNECTIONS OF LEFLORE, LLC

              


      

      
        	
                 
      

              	
                  (f/k/a Waste
      Services of Mississippi, LLC

              


      

       

      
        
          
            	
                     
      

                  	
                    By:
      

                  	Waste
      Connections, Inc., its Managing


          

          
          

          

            
               

              
                
                  	
                           
      

                        	
                          By

                        	_____________________________________
	 	 	
                          
                            Name:  Worthing
      F. Jackman

                          

                        
	 	 	
                          Title:  Chief
      Financial Officer

                        


                

                
                

                 

                 

              

            

          

        

      

       

      
        
          
          

        

        
          - 48
-

          
            

          

        

        
          
          

        

      

      
        	Waste Connections
      Inc. 	
                Note Purchase
      Agreement 

              


      

    

    
      


      
        	
                 
      

              	
                WASTE
      CONNECTIONS OF TEXAS, LLC

              


      

       

      
        
          
            	
                     
      

                  	
                    By:
      

                  	Waste
      Connections Management Services, Inc.,
	 	 	
                    
                      its
      Manager

                    

                  


          

          
          

          

             

            
              
                	
                         
      

                      	
                        By

                      	_____________________________________
	 	 	
                        
                          Name:  Worthing
      F. Jackman

                        

                      
	 	 	
                        Title:  Chief
      Financial Officer

                      


              

              
              

               

            

          

        

      

       

      
        	
                 
      

              	
                HORIZON
      PROPERTY MANAGEMENT, LLC

              


      

      
        	
                 
      

              	
                RAILROAD
      AVENUE DISPOSAL, LLC

              


      

      
        	
                 
      

              	
                SCOTT
      WASTE SERVICES, LLC

              


      

      
        	
                 
      

              	
                THE
      TRASH COMPANY, LLC

              


      

      
        	
                 
      

              	
                WASTE
      SOLUTIONS GROUP OF SAN BENITO, LLC

              


      

      
        	
                 
      

              	
                VOORHEES
      SANITATION, L.L.C.

              


      

      


      
        	
                 
      

              	
                By:
      Waste Connections, Inc., its
Manager

              


      

      


      
         

        
          
            	
                     
      

                  	
                    By

                  	_____________________________________
	 	 	
                    
                      Name:  Worthing
      F. Jackman

                    

                  
	 	 	
                    Title:  Chief
      Financial Officer

                  


          

           

           

        

      

      
        
          
          

        

        
          - 49
-

          
            

          

        

        
          
          

        

      

      
        	Waste Connections
      Inc. 	
                Note Purchase
      Agreement 

              


      

    

    
      
This
Agreement is hereby accepted and agreed to as of the date thereof.

      


      
        	
                 
      

              	
                Metropolitan
      Life Insurance Company

              


      

       

      
        	
                 
      

              	
                General
      American Life Insurance

                  Company, by
      Metropolitan Life Insurance

                  Company, its
      Investment Manager

              


      

       

       

      
         

        
          
            	
                     
      

                  	
                    By

                  	_____________________________________
	 	 	
                    
                      Name:
      Judith A. Gulotta

                    

                  
	 	 	
                    Title:
      Managing Director

                  


          

          
          

           

        

      

      
         

        
          
            
            

          

          
            - 50
-

            
              

            

          

          
            
            

          

        

        
          	Waste Connections
      Inc. 	
                  Note Purchase
      Agreement 

                


        

        
           

        

      

      
        	 	
                Jackson
      National Life Insurance
Company 

              


      

      
      

      
        
          
            	
                     
      

                  	
                     

                  	 
	 	By:	
                    
                      PPM
      America, Inc.,as attorney in fact,

                    

                  
	 	 	
                    on
      behalf of Jackson National Life

                  
	 	 	
                    Insurance
      Company

                  
	 	 	 
	 	 	 


          

          
          

           

           

           

          
            	 	By	_________________________________
	 	 	
                    Name:
      Luke Stifflear

                  
	 	 	
                    Title:
      Managing Director

                  


          

           

           

          
            
              
                
                  
                  

                

                
                  - 51
-

                  
                    

                  

                

                
                  
                  

                

              

              
                	Waste Connections
      Inc. 	
                        Note Purchase
      Agreement 

                      


              

              
                 

              

            

          

        

      

      
        	
                 
      

              	
                The
      Prudential Insurance Company of

                     
      America

              


      

      


      
         

        
          
            	
                     
      

                  	
                    By

                  	_____________________________________
	 	 	
                                                 
      Vice President

                  


          

           



      

       

      
        	
                 
      

              	
                Prudential
      Retirement Insurance and

                     
      Annuity Company

              


      

       

      
         

        
          
            
              	
                       
      

                    	
                      By:
      

                    	Prudential
      Investment Management, Inc.,
	 	 	
                      
                        as
      investment manager

                      

                    


            

            
            

            

               

              
                
                  	
                           
      

                        	
                          By

                        	_____________________________________
	 	 	
                                                       
      Vice President

                        


                

                 

                 

              

            

          

        

      

      
        
          
          

        

        
          - 52
-

          
            

          

        

        
          
          

        

      

      
        	Waste Connections
      Inc. 	
                Note Purchase
      Agreement 

              


      

    

    
      


      
        	
                 
      

              	
                New
      York Life Insurance Company

              


      

       

       

      
        
           

          
            
              	
                       
      

                    	
                      By

                    	_____________________________________
	 	 	
                      
                        
                          Name:
      Kathleen A. Haberkern

                        

                      

                    
	 	 	
                      
                        Title:
      Corporate Vice President

                      

                    


            

             

          

        

      

    

    
       

       

      
        	
                 
      

              	
                New
      York Life Insurance and Annuity

                  Corporation
      

              


      

      


      
         

        
          
            
              	
                       
      

                    	
                      By
      

                    	New
      York Life Investment Management
	 	 	LLC,
      its Investment Manager


            

            
            

            

               

               

              
                	 	By	_________________________________
	 	 	
                        Name:
      Kathleen A. Haberkern

                      
	 	 	
                        Title:
      Director

                      


              

               

               

              
                
                  
                    
                    

                  

                  
                    - 53
-

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  	Waste Connections
      Inc. 	
                          Note Purchase
      Agreement 

                        


                

                
                   

                

              

            

          

        

      

      
        	
                 
      

              	
                Pioneer
      Mutual Life Insurance Company

              


      

      


       

      
        
          
            
              	
                       
      

                    	
                      By:

                    	American
      United Life Insurance 
	 	 	
                      
                        
                          Company,
      Its Agent

                        

                      

                    


            

            
            

             

          

        

         

         

        
          	 	By	_________________________________
	 	 	
                  Name:
      Kent R. Adams

                
	 	 	
                  Title:
      V. P. Fixed Income Securities

                


        

         

      

       

      
        	
                 
      

              	
                American
      United Life Insurance Company

              


      

      
         

         

        
          
            
              
                	
                         
      

                      	
                        By:

                      	American
      United Life Insurance 
	 	 	
                        
                          
                            Company,
      Its Agent

                          

                        

                      


              

              
              

               

            

          

          
             

            
              	 	By	_________________________________
	 	 	
                      Name:
      Kent R. Adams

                    
	 	 	
                      Title:
      V. P. Fixed Income Securities

                    


            

             

             

          

        

      

    

    
       

      
        
          	
                   
      

                	
                  The
      State Life Insurance Company

                


        

         

         

        
          
            
              
                
                  	
                           
      

                        	
                          By:

                        	American
      United Life Insurance 
	 	 	
                          
                            
                              Company,
      Its Agent

                            

                          

                        


                

                
                

                 

              

            

             

             

            
              	 	By	_________________________________
	 	 	
                      Name:
      Kent R. Adams

                    
	 	 	
                      Title:
      V. P. Fixed Income Securities

                    


            

             

             

          

        

      

      
        
          
          

        

        
          - 54
-

          
            

          

        

        
          
          

        

      

      


      Defined
Terms

       

      As used
herein, the following terms have the respective meanings set forth below or set
forth in the Section hereof following such term:

       

      “Additional Notes” is defined
in Section 1.2.

       

      “Additional Purchasers” means
purchasers of Additional Notes.

       

      “Affiliate” means any Person
that would be considered to be an affiliate of any other Person under Rule
144(a) promulgated by the SEC under the Securities Act, as in effect on the date
hereof, if such other Person were issuing securities.

       

       “Anti-Terrorism Order”
means Executive Order No. 13,224 of September 24, 2001, Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

       

      “Bank Credit Agreement” means
the Revolving Credit Agreement dated as of September 27, 2007 by and among
the Obligors, Bank of America, N.A., as administrative agent, and the other
financial institutions party thereto, as amended, restated, joined, supplemented
or otherwise modified from time to time, and any renewals, extensions or
replacements thereof, which constitute the primary bank credit facility of the
Company and its Subsidiaries.

       

      “Business Day” means (a) for
the purposes of Section 8.6 only (and any other comparable Section set forth in
a Supplement), any day other than a Saturday, a Sunday or a day on which
commercial banks in New York City are required or authorized to be closed, and
(b) for the purposes of any other provision of this Agreement, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York,
New York or Folsom, California are required or authorized to be
closed.

       

      “Capitalized Lease” means a
lease under which any Obligor is the lessee or obligor, the discounted future
rental payment obligations under which are required to be capitalized on the
balance sheet of the lessee or obligor in accordance with GAAP

       

      “Capital Stock” means any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants, rights or options to
purchase any of the foregoing but excluding any debt security that is
convertible into or exchangeable in whole or in part for Capital Stock prior to
such conversion.

       

      “Change in Control” means if
any Person or Persons acting in concert, together with Affiliates thereof, shall
in the aggregate, directly or indirectly, control or own (beneficially or
otherwise) more than 50% (by number of shares) of the issued and outstanding
voting stock of the Company.

       

      “Closing” is defined in
Section 3.

       

       

      
      

       

      
        	
                SCHEDULE
      B 

              
	
                (To Note Purchase
      Agreement) 

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.

       

      “Company” means Waste
Connections, Inc., a Delaware corporation or any permitted
successor.

       

      “Compliance Certificate” is
defined in Section 7.2.  

       

      “Confidential Information” is
defined in Section 20.

       

      “Consolidated or
consolidated” means, with reference to any term defined herein,
shall mean that term as applied to the accounts of the Company and its
Subsidiaries consolidated in accordance with GAAP.

       

      “Consolidated Earnings Before
Interest and Taxes or EBIT” means for any period the Consolidated Net
Income (or Deficit) of the Obligors determined in accordance with GAAP, plus (a)
interest expense, (b) income taxes, (c) non-cash stock compensation charges, to
the extent that such charges were deducted in determining Consolidated Net
Income (or Deficit), all as determined in accordance with GAAP, including,
without limitation, charges for stock options and restricted stock grants, (d)
minority interest expense, (e) non-cash extraordinary non-recurring writedowns
or writeoffs of assets, including non-cash losses on the sale of assets outside
the ordinary course of business, (f) any losses associated with the
extinguishment of Indebtedness of the Obligors, (g) special charges relating to
the termination of a Swap Contract and (h) any accrued settlement payments in
respect of any Swap Contract owing by the Obligors minus (i) non-cash
extraordinary gains on the sale of assets to the extent included in Consolidated
Net Income (or Deficit) and (j) any accrued settlement payments in respect of
any Swap Contact payable to the Obligors.

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

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

       

      “Consolidated Net
Worth” shall mean the consolidated stockholder’s equity of the Company
and its Subsidiaries, as defined according to GAAP.

       

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

       

      “Consolidated Total
Interest Expense”.  For any period, the aggregate amount of
interest required to be paid or accrued by the Obligors during such period on
all Indebtedness of the Obligors outstanding during all or any part of such
period, whether such interest was or is required to be reflected as an item of
expense or capitalized, including payments consisting of interest in respect of
any Capitalized Lease or any Synthetic Lease and including commitment fees,
agency fees, facility fees, balance deficiency fees and similar fees or expenses
in connection with the borrowing of money, but (a) excluding (i) any
amortization and other non-cash charges or expenses incurred during such period
to the extent included in determining consolidated interest expense, including
without limitation, non-cash amortization of deferred debt origination and
issuance costs and amortization of accumulated other comprehensive income, (ii)
all amounts associated with the unwinding or termination of any Swap Contract,
(iii) any accrued settlement payments in respect of any Swap Contract payable to
the Obligors and (iv) to the extent included as an item of interest expense, any
premium paid to prepay, repurchase or redeem any Indebtedness incurred by the
Obligors pursuant to Section 7.1 hereof, and (b) including any accrued
settlement payments in respect of any Swap Contract owing by the
Obligors.

       

      “Default” means
an event or condition the occurrence or existence of which would, with the lapse
of time or the giving of notice or both, become an Event of
Default.

       

      “Default Rate”
means (1) with respect to the Series 2008A Notes that rate of interest that is
the greater of (i) 2% per annum above the rate of interest stated in clause
(a) of the first paragraph of the Series 2008A Notes and (ii) 2% over the
rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York,
New York as its “base” or “prime” rate and (2) with respect to any other series
of Notes, the Default Rate as defined in such series of
Notes.

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

      “Distribution”
means the
declaration or payment of any dividend or distribution on or in respect of any
shares of any class of Capital Stock (other than dividends or other
distributions payable solely in shares of Capital Stock); the purchase,
redemption, or other retirement of any shares of any class of Capital Stock,
directly or indirectly through a Subsidiary or otherwise; the return of equity
capital by any Person to its shareholders, partners or members as such; or any
other distribution on or in respect of any shares of any class of Capital
Stock.

       

      “Electronic
Delivery” means filing information with the SEC such that such
information is publicly available.

       

      “Environmental
Laws” means any and all Federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to Hazardous Materials.

       

      “ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in
effect. 

       

      “ERISA
Affiliate” means any trade or business  (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.

       

      “Evergreen”
means Evergreen National Indemnity Company, an Ohio property and casualty
insurance company d/b/a Evergreen/UNI.

       

      “Evergreen Shares”
means collectively, the 299.5 shares of Class A Common Stock of
Evergreen, 2,088.5 shares of Class B Common Stock of Evergreen and one-half
share of the Class C Common Stock of Evergreen currently owned by the Company
and pledged to Evergreen.

       

      “Event of
Default” is defined in Section 11.

       

      “Exchange Act”
means the Securities Exchange Act of 1934, as amended.

       

      “Excluded
Subsidiaries” means each of the
Subsidiaries listed on Schedule 5.4 hereto under the heading “Excluded
Subsidiaries”.

       

      “Form 10-K” is
defined in Section 7.1(b).

       

      “Form 10-Q” is
defined in Section 7.1(a).

       

      “GAAP” means
those generally accepted accounting principles as in effect from time to time in
the United States of America; provided that, if the Company notifies the
Required Holders that the Company wishes to amend any provision hereof to
eliminate the effect of any change in generally accepted accounting principles
on the operation of such provision, then the Company's compliance with such
provision shall be determined on the basis of generally accepted accounting
principles in effect immediately before the relevant change in generally
accepted accounting principles became effective, until either such notice is
withdrawn or such provision is amended  in a manner satisfactory to
the Company and the Required Holders.

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

      “Governmental
Authority” means

       

          (a)    the
government of

       

          (i)    the United
States of America or any State or other political subdivision thereof,
or

       

          (ii)    any other
jurisdiction in which the Company or any Subsidiary conducts all or any part of
its business, or which asserts jurisdiction over any properties of the Company
or any Subsidiary, or

       

          (b)    any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.

       

      “Guaranteed Pension
Plan”  means any employee pension
benefit plan within the meaning of §3(2) of ERISA maintained or contributed to
by any Obligor or any ERISA Affiliate, the benefits of which are guaranteed on
termination in full or in part by the PBGC pursuant to Title IV of ERISA, other
than a Multi-employer Plan.

       

      “Guaranty”
means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection)
of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend
or other obligation of any other Person in any manner, whether directly or
indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person:

       

                       (a)to purchase such indebtedness or obligation or
any property constituting security therefor;

       

                       (b)to advance or supply funds (i) for the
purchase or payment of such indebtedness or obligation, or (ii) to maintain
any working capital or other balance sheet condition or any income statement
condition of any other Person or otherwise to advance or make available funds
for the purchase or payment of such indebtedness or obligation;

       

                       (c)to lease properties or to purchase properties
or services primarily for the purpose of assuring the owner of such indebtedness
or obligation of the ability of any other Person to make payment of the
indebtedness or obligation; or

       

                       (d)otherwise to assure the owner of such
indebtedness or obligation against loss in respect thereof.

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      In any
computation of the indebtedness or other liabilities of the obligor under any
Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

       

      “Hazardous
Material”  means any and all pollutants, toxic or hazardous
wastes or other substances that might pose a hazard to health and safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law,
including, but not limited to, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, petroleum, petroleum products, lead based paint,
radon gas or similar restricted, prohibited or penalized
substances.

       

      “holder” means,
with respect to any Note the Person in whose name such Note is registered in the
register maintained by the Company pursuant to
Section 13.1.

       

      “Indebtedness”  means
as to any Person and whether recourse is secured by or is otherwise available
against all or only a portion of the assets of such Person and whether or not
contingent, but without duplication:

       

          (a)    every
obligation of such Person for money borrowed,

       

          (b)    every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses,

       

          (c)    every
reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such
Person,

       

          (d)    the net
present value (using the “Base Rate” (as such term is defined in the Bank Credit
Agreement) as the discount rate) of every obligation of such Person issued or
assumed as the deferred purchase price of property or services (including
securities repurchase agreements but excluding (A) trade accounts payable or
accrued liabilities arising in the ordinary course of business which are not
overdue or which are being contested in good faith and (B) contingent purchase
price obligations solely to the extent that the contingency upon which such
obligation is conditioned has not yet occurred),

       

          (e)    every
obligation of such Person under any Capitalized Lease,

       

          (f)    every
obligation of such Person under any Synthetic Lease,

       

          (g)    all sales by
such Person of (A) accounts or general intangibles for money due or to become
due, (B) chattel paper, instruments or documents creating or evidencing a right
to payment of money or (C) other receivables (collectively, “Receivables”),
whether pursuant to a purchase facility or otherwise, other than in connection
with the disposition of the business operations of such Person relating thereto
or a disposition of defaulted Receivables for collection and not as a financing
arrangement, and together with any obligation of such Person to pay any
discount, interest, fees, indemnities, penalties, recourse, expenses or other
amounts in connection therewith, provided, however, that (i) sales referred
to in clauses (B) and (C) shall not constitute Indebtedness to the extent that
such sales are non-recourse to such Person, and (ii) sales in connection
with Permitted Receivables Transactions shall not constitute Indebtedness if the
obligations arising therefrom shall be non-recourse to each Obligor and its
Subsidiaries (other than the applicable Receivables SPV);

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

          (h)    every
obligation of such Person (an “equity related purchase obligation”) to purchase,
redeem, retire or otherwise acquire for value any Capital Stock of any class
issued by such Person, or any rights measured by the value of such Capital
Stock,

       

          (i)    every
obligation of such Person under any forward contract, futures contract, swap,
option or other financing agreement or arrangement (including, without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent upon interest rates, currency exchange rates, commodities or other
indices,

       

          (j)    every
obligation in respect of Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent that such
Person is liable therefor as a result of such Person’s ownership interest in or
other relationship with such entity, except to the extent that the terms of such
Indebtedness provide that such Person is not liable therefor and such terms are
enforceable under applicable law,

       

          (k)    every
obligation, contingent or otherwise, of such Person guaranteeing, or having the
economic effect of guaranteeing or otherwise acting as surety for, any
obligation of a type described in any of clauses (a) through (j) (the “primary
obligation”) of another Person (the “primary obligor”), in any manner, whether
directly or indirectly, and including, without limitation, any obligation of
such Person (A) to purchase or pay (or advance or supply funds for the purchase
of) any security for the payment of such primary obligation, (B) to purchase
property, securities or services for the purpose of assuring the payment of such
primary obligation, or (C) to maintain working capital, equity capital or
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such primary obligation.

       

      The
“amount” or “principal amount” of any Indebtedness at any time of determination
represented by (v) any Indebtedness, issued at a price that is less than the
principal amount at maturity thereof, shall be the amount of the liability in
respect thereof determined in accordance with generally accepted accounting
principles, (w) any Capitalized Lease shall be the principal component of the
aggregate of the rentals obligation under such Capitalized Lease payable over
the term thereof that is not subject to termination by the lessee, (x) any sale
of Receivables shall be the amount of unrecovered capital or principal
investment of the purchaser (other than the Obligors) thereof, excluding amounts
representative of yield or interest earned on such investment, (y) any
Synthetic Lease shall be the stipulated loss value, termination value or other
equivalent amount and (z) any equity related purchase obligation shall be the
maximum fixed redemption or purchase price thereof inclusive of any accrued and
unpaid dividends to be comprised in such redemption or purchase
price.

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
the foregoing, none of the following shall constitute Indebtedness for purposes
of this Agreement:  (i) trade or other accounts payable incurred in
the ordinary course of such Person’s business, (ii) deferred compensation
arrangements with respect to officers, directors, employees or agents of such
Person, (iii) customer accounts and deposits, accrued employee compensation and
other liabilities in the nature of employee compensation accrued, and (iv)
rebates, credits for returned products, discounts, refunds, allowances for
customers and credits against receivables, in each case in this clause (iv) in
the ordinary course of business. 

       

      “Institutional
Investor” means (a) any Purchaser of a Note, (b) any holder of a
Note holding (together with one or more of its affiliates) more than $2,000,000
in aggregate principal amount of the Notes, (c) any bank, trust company,
savings and loan association or other financial institution, any pension plan,
any investment company, any insurance company, any broker or dealer, or any
other similar financial institution or entity, regardless of legal form, and
(d) any Related Fund of any holder of any Note.

       

      “IRBs” means
industrial revenue bonds or solid waste disposal bonds or similar tax-exempt
bonds issued by or at the request of the Obligors.

       

      “IRB Letters of
Credit” means letters of credit issued under the Bank Credit Agreement in
respect of IRBs.

       

      “knowledge”
means, with respect to the Company, the actual knowledge of any
Responsible Officer.

       

      “L/C Supported
IRBs” means IRBs backed by IRB Letters of Credit.

       

      “Lien” means,
with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor,
lender or other secured party to or of such Person under any conditional sale or
other title retention agreement or Capitalized Lease, upon or with respect to
any property or asset of such Person (including in the case of stock,
stockholder agreements, voting trust agreements and all similar
arrangements).

       

      “Leverage
Ratio” is defined in Section 10.13.  

       

      “Make-Whole
Amount” is defined in Section 8.6 for the Series 2008A Notes and, in
connection with each other series of Notes, the make-whole, breakage or other
amounts provided for in the Supplement in respect of such other series of Notes.


       

      “Material”
means material in relation to the business, operations, affairs, financial
condition, assets, properties or prospects of the Company and its Subsidiaries
taken as a whole.

       

      “Material Adverse
Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its
Subsidiaries taken as a whole, or (b) the ability of the Company to perform its
obligations under this Agreement (including any Supplement) and the Notes, or
(c) the validity or enforceability of this Agreement (including any Supplement)
or the Notes.

       

      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      

       

      “Memorandum” is
defined in Section 5.3.

       

      “Multi-employer
Plan” means any Plan that is a “multiemployer plan” (as such term is
defined in section 4001(a)(3) of ERISA).

       

      “Municipal
Contracts” means governmental permits issued to a Obligor by, and
franchises and contracts entered into between a Obligor and, any municipal or
other governmental entity, as the same may be amended from time to
time.

       

      “NAIC” means
the National Association of Insurance Commissioners or any successor
thereto.

       

      “Non-Obligor
Subsidiary Indebtedness” means, as of the date of any determination
thereof, the sum of all Indebtedness of Subsidiaries (including all guaranties
of Indebtedness) that are not Obligors under this Agreement and the Notes.


       

      “Notes” is
defined in Section 1.

       

      “Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any
other officer of the Company or any other Obligor, as the case may be, whose
responsibilities extend to the subject matter of such
certificate.

       

      “PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.

       

      “Permitted Debt
Documents” means collectively, the Permitted Debt Indenture and the
Permitted Debt Notes.

       

      “Permitted Debt
Indenture” means the Indenture dated as of March 20, 2006, between
the Company and U.S. Bank National Association, as trustee, with respect to the
Permitted Debt Notes, as such Permitted Debt Indenture may be amended,
supplemented or otherwise modified or replaced from time to
time.

       

      “Permitted Debt
Notes”  means the 3.75% Convertible Senior Notes due 2026
issued by the Company pursuant to the Permitted Debt Indenture in an aggregate
principal amount not to exceed $200,000,000, as such Permitted Debt Notes may be
amended, supplemented or otherwise modified or replaced from time to
time.

       

      “Permitted
Liens” see Section 10.2.

       

      “Permitted Receivables
Transactions” means any sale or sales of, and/or securitization of,
or transfer of, any Receivables of the Obligors pursuant to which (a) all of the
Receivables SPVs realize aggregate net proceeds of not more than $100,000,000 at
any one time outstanding, including, without limitation, any revolving
purchase(s) of Receivables where the maximum aggregate uncollected purchase
price (exclusive of any deferred purchase price) for such Receivables at any
time outstanding does not exceed $100,000,000, (b) the Receivables shall be
transferred or sold to each Receivables SPV at fair market value or at a market
discount, and shall not exceed $125,000,000 in the aggregate for all Receivables
SPVs at any one time and (c) obligations arising therefrom shall be
non-recourse to each Obligor and its Subsidiaries (other than the Receivables
SPV).

       

      
        
          
          

        

        
          B-9

          
            

          

        

        
          
          

        

      

       

      “Person” means
an individual, partnership, corporation, limited liability company, association,
trust, unincorporated organization, business entity or Governmental
Authority.

       

      “Pierce County
Put” means the put option of the minority interest holders in both Pierce
County Recycling, Composting and Disposal, LLC, a Washington limited liability
company (“Pierce County
LLC”), and Pierce County Landfill Management, Inc., a Delaware
corporation (“Pierce County
Management”), the exercise of which would obligate the Company to
purchase the additional interests of both Pierce County LLC and Pierce County
Management for cash.

       

      “Plan” means an
“employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I
of ERISA that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any
liability.

       

      “Preferred
Stock” means any class of capital stock of a Person that is preferred
over any other class of capital stock (or similar equity interests) of such
Person as to the payment of dividends or the payment of any amount upon
liquidation or dissolution of such Person.

       

      “property” or
“properties” means,
unless otherwise specifically limited, real or personal property of any kind,
tangible or intangible, choate or inchoate.

       

      “PTE” is
defined in Section 6.2.

       

      “Purchaser” is
defined in the first paragraph of this Agreement.

       

      “Qualified
Institutional Buyer” means any Person who is a “qualified institutional
buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the
Securities Act.

       

      “Real Property”
means all real property heretofore, now, or hereafter owned or leased by one or
more Obligors.

       

      “Receivables
SPV” means any one or more direct or indirect wholly-owned Subsidiaries
of the Company formed for the sole purpose of engaging in Permitted Receivables
Transactions, and which engage in no business activities other than those
related to Permitted Receivables Transactions.

       

      
        
          
          

        

        
          B-10

          
            

          

        

        
          
          

        

      

       

      “Reference
Period” means as of any date of determination, the period of four
(4) consecutive fiscal quarters of the Obligors ending on such date, or if such
date is not a fiscal quarter end date, the period of four (4) consecutive fiscal
quarters most recently ended (in each case treated as a single accounting
period).

       

      “Related Fund”
means, with respect to any holder of any Note, any fund or entity that
(a) invests in securities or bank loans, and (b) is advised or managed
by such holder, the same investment advisor as such holder or by an affiliate of
such holder or such investment advisor.

       

      “Required
Holders” means, at any time, the holders of at least 51% in principal
amount of the Notes at the time outstanding (exclusive of Notes then owned by
the Company or any of its Affiliates.

       

      “Responsible
Officer” means any Senior Financial Officer and any other officer of the
Company or any other Obligor, as the case may be, with responsibility for the
administration of the relevant portion of this Agreement.

       

      “Restricted
Payment”  means any (a) Distribution, (b) payment or prepayment
by any Obligor or any Subsidiary to (i) such Obligors’ or such Subsidiaries
shareholders (or other equity holders), in each case, other than to another
Obligor, or (ii) to any Affiliate of such Obligor or such Subsidiary or any
Affiliate of such Obligor’s or such Subsidiary’s shareholders (or other equity
holders), in each case, other than to another Obligor; provided, however, that in
the case of each of clauses (b)(i) and (b)(ii), no Restricted Payment shall be
deemed to have occurred as a result of a payment to an executive or an employee
of an Obligor in such Person’s capacity as an executive or an employee, or (c)
derivatives or other transactions with any financial institution, commodities or
stock exchange or clearinghouse (a “ Derivatives Counterparty”) obligating such
Obligor or such Subsidiary to make payments to such Derivatives Counterparty as
a result of any change in market value of any Capital Stock of such Obligor or
such Subsidiary.

       

      “SEC” shall
mean the Securities and Exchange Commission of the United States, or any
successor thereto.

       

      “Securities”
or “Security”
shall have the meaning specified in Section 2(1) of the Securities Act.


       

      “Securities
Act” means the Securities Act of 1933, as amended from time to time, and
the rules and regulations promulgated thereunder from time to time in
effect.

       

      “Senior Financial
Officer” means the chief financial officer, principal accounting officer,
treasurer or comptroller of the Company.

       

      “Senior Debt”
means, as of the date of any determination thereof, all Consolidated Total
Funded Debt, other than Subordinated Indebtedness.

       

      “series” means
any series of Notes issued pursuant to this Agreement or any Supplement
hereto.

       

      
        
          
          

        

        
          B-11

          
            

          

        

        
          
          

        

      

       

      “Series 2008A Notes” is
defined in Section 1.1.

       

      “Subordinated Indebtedness”
means all unsecured Indebtedness of any Obligor which shall contain or have
applicable thereto subordination provisions providing for the subordination
thereof to other Indebtedness of the Obligors (including, without limitation,
the obligations of the Obligors under this Agreement, any Supplement or the
Notes).

       

      “Subsidiary” means any
corporation, association, trust or other business entity of which any Obligor
shall at any time own directly, or indirectly through a Subsidiary or
Subsidiaries, at least a majority of the outstanding Capital Stock or other
interest entitled to vote generally.  

       

      “Supplement” is defined in
Section 1.2 of this Agreement.

       

      “SVO” means the Securities
Valuation Office of the NAIC or any successor to such Office.

       

      “Swap Contract” means any
agreement (including any master agreement and any agreement, whether or not in
writing, relating to any single transaction) that is an interest rate swap
agreement, basis swap, forward rate agreement, commodity swap, commodity option,
equity or equity index swap or option, bond option, interest rate option,
forward foreign exchange agreement, rate cap, collar or floor agreement,
currency swap agreement, cross-currency rate swap agreement, swaption, currency
option or other similar agreement (including any option to enter into any of the
foregoing).

       

      “Synthetic Lease” means, at
any time, any lease treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

       

      “Threshold Indebtedness” is
defined in Section 11(f).

       

       “USA Patriot Act” means
United States Public Law 107-56, Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in
effect.

       

      “Wholly-Owned Subsidiary”
means, at any time, any Subsidiary one hundred percent of all of the equity
interests (except directors’ qualifying shares) and voting interests of which
are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such
time.

       

      
         

        
          
            
            

          

          
            B-12

            
              

            

          

          
            
            

          

        

         

        
          [Form
of Series 2008A Note]

           

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

           

          Waste
Connections, Inc.

          and
its Subsidiaries

           

          6.22%
Series 2008A Senior Note Due October 1, 2015

           

          
            	No. RA-
      [_____]	
                    [Date]

                  
	$[_______]	
                    PPN[______________]

                  


          

           

          For Value
Received, each of the undersigned, Waste Connections, Inc. (herein called the
“Company”), a
corporation organized and existing under the laws of the State of Delaware, and
its Subsidiaries signatory below, jointly and severally hereby promises to pay
to [____________], or registered assigns, the principal sum of
[_____________________] Dollars (or so much thereof as shall not have been
prepaid) on October 1, 2015, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance hereof at the rate of 6.22% per annum from the date hereof,
payable semiannually, on the 1st day of April and October in each year,
commencing with April 1, 2009, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, on any overdue payment
of interest and, during the continuance of an Event of Default, on such unpaid
balance and on any overdue payment of any Make-Whole Amount, at a rate per
annum from time to time equal to the greater of (i) 8.22% or (ii) 2% over
the rate of interest publicly announced by JPMorgan Chase Bank, N.A., from time
to time in New York, New York as its “base” or “prime” rate, payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand).  

           

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

           

           

          
            Exhibit
1

            (to Note
Purchase Agreement)

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          This Note
is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Master Note Purchase Agreement, dated as of July 15, 2008 (as from time to
time amended, modified or supplemented the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled
to the benefits thereof.  Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions
set forth in Section 20 of the Note Purchase Agreement and (ii) made
the representations set forth in Section 6.1 and Section 6.2 of the
Note Purchase Agreement.  Unless otherwise indicated, capitalized
terms used in this Note shall have the respective meanings ascribed to such
terms in the Note Purchase Agreement.

           

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

           

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

           

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

           

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

          


          
            	
                     
      

                  	
                    Waste
      Connections, Inc.

                  


          

          
            	
                     
      

                  	
                    [Other
      Obligors]

                  


          

          


          


          
            	
                     
      

                  	
                    By 
      ________________________________________________________

                  


          

          
            	
                     
      

                  	
                        
      [Title]

                  


          

          
 

          1-2