Exhibit 4.10





Exhibit 4.7




Waste Connections, Inc.

and

its Subsidiaries




Second Supplement to Master Note Purchase Agreement




Dated as of April 1, 2011





	Re:	 	 $100,000,000 3.30%, Series 2011A, Senior Notes,






Tranche A, due April 1, 2016




$50,000,000 4.00%, Series 2011A, Senior Notes,

Tranche B, due April 1, 2018




$100,000,000 4.64%, Series 2011A, Senior Notes,

Tranche C, due April 1, 2021




 


 









 







Waste Connections, Inc.

2295 Iron Point Road, Suite 200

Folsom, California 95360




Dated as of

April 1, 2011




To the Purchaser(s) named in

Schedule A hereto



Ladies and Gentlemen:



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



R e c i t a l s




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


 


 









 





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




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




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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Aggregate	 	 	 	 	 	 	 
	 	 	Series and/or	 	Principal	 	 	Interest 	 	 	Maturity	 
	Issue	 	Tranche	 	Amount	 	 	Rate	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior Notes
	 	Series 2011A, Tranche A (the “Tranche A Notes”)	 	$	100,000,000	 	 	 	3.30	%	 	April 1, 2016
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior Notes
	 	Series 2011A, Tranche B (the “Tranche B Notes”)	 	$	50,000,000	 	 	 	4.00	%	 	April 1, 2018
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior Notes
	 	Series 2011A, Tranche C (the “Tranche C Notes”)	 	$	100,000,000	 	 	 	4.64	%	 	April 1, 2021







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




2. Sale and Purchase of Series 2011A Notes. Subject to the terms and conditions of this
Supplement and the Note Purchase Agreement and on the basis of the representations and
warranties hereinafter set forth, the Obligors will issue and sell to each of the
Purchasers, and the Purchasers will purchase from the Obligors, at the Closing provided for
in Section 3, Series 2011A Notes in the principal amount specified opposite their respective
names in the attached Schedule A hereto at the purchase price of 100% of the principal
amount thereof. The obligations of the Purchasers hereunder are several and not joint
obligations and no Purchaser shall have any liability to any Person for the performance or
non-performance by any other Purchaser hereunder.


 


-2-









 






3. Closing. The sale and purchase of the Series 2011A Notes to be purchased by each
Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street,
Chicago, IL 60603 at 10:00 a.m. Chicago time, at a closing (the “Closing”) on April 1, 2011
or on such other Business Day thereafter on or prior to April 30, 2011 as may be agreed upon
by the Obligors and the Purchasers. At the Closing, the Obligors will deliver to each
Purchaser the Series 2011A Notes to be purchased by such Purchaser in the form of a single
Tranche A Note, Tranche B Note and/or Tranche C Note (or such greater number of notes of
each tranche, as applicable, in denominations of at least $100,000 as such Purchaser may
request) dated the date of the Closing and registered in such Purchaser’s name (or in the
name of such Purchaser’s nominee), against delivery by such Purchaser to the Obligors or its
order of immediately available
funds in the amount of the purchase price therefor by wire transfer of immediately available
funds for the account of the Obligors in accordance with wire transfer instructions provided
by the Company to such Purchaser pursuant to Section 4.10 of the Note Purchase Agreement.
If, at the Closing, the Obligors shall fail to tender such Series 2011A Notes to any
Purchaser as provided above in this Section 3, or any of the conditions specified in Section
4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at
such Purchaser’s election, be relieved of all further obligations under this Agreement,
without thereby waiving any rights such Purchaser may have by reason of such failure or such
nonfulfillment.




4. Conditions to Closing. The obligation of each Purchaser to purchase and pay for the
Series 2011A Notes to be sold to such Purchaser at the Closing is subject to the fulfillment
to such Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in
Section 4 of the Note Purchase Agreement (except that (1) all references to “Purchaser”
therein shall be deemed to refer to the Purchasers hereunder, all references to “this
Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by the
First Supplement and this Supplement, all references to the “Closing” therein shall be
deemed to refer to the Closing as defined herein, and all references to “Notes” or “Series
2008A Notes” therein shall be deemed to refer to the Series 2011A Notes, and as hereafter
modified, and (2) the Memorandum, as defined in Section 5.3 of Exhibit A hereto, is deemed
to be the “Memorandum” for purposes of the closing condition in Section 4.2 of the Note
Purchase Agreement), and to the following additional conditions:




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




(b) Contemporaneously with the Closing, the Obligors shall sell to each
Purchaser, and each Purchaser shall purchase, the Series 2011A Notes to be purchased
by such Purchaser at the Closing as specified in Schedule A.




(c) The Obligors shall have paid on or before the Closing the fees, charges and
disbursements of the special counsel to the Purchasers incurred in connection with
the issuance of the Series 2011A Notes, as reflected in a statement of such counsel
rendered to the Obligors at least one Business Day prior to the Closing.


 


-3-









 






5. Representations and Warranties of the Obligors. With respect to each of the
representations and warranties contained in Section 5 of the Note Purchase Agreement, each
Obligor represents and warrants to the Purchasers that, as of the date hereof, such
representations and warranties are true and correct (A) except that all references to
“Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to
“this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by
this Supplement, and all references to “Notes” or “Series 2008A Notes” therein shall be
deemed to refer to the Series 2011A Notes, and (B) except for changes to such
representations and warranties or the Schedules referred to therein, which changes are set
forth in the attached Exhibit A (and shall include an updated form of Section 5.3).




6. Representations of the Purchasers. Each Purchaser confirms to the Obligors that the
representations set forth in Section 6 of the Note Purchase Agreement are true and correct
on the date hereof with respect to the purchase of the Series 2011A Notes by such Purchaser.




7. Maturity of the Series 2011A Notes; Interest. There are no scheduled prepayments on
any of the Series 2011A Notes. The entire unpaid principal amount of the Tranche A Notes
shall become due and payable on April 1, 2016. The entire unpaid principal amount of the
Tranche B Notes shall become due and payable on April 1, 2018. The entire unpaid principal
amount of the Tranche C Notes shall become due and payable on April 1, 2021. The Series
2011A Notes shall bear interest at the rates set forth therein.




8. Definition of Make-Whole Amount. The term “Make-Whole Amount” means, with respect
to any Series 2011A 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 2011A
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 2011A Note, the principal of such
Series 2011A Note that is to be prepaid pursuant to Section 8.2 of the Note Purchase
Agreement or has become or is declared to be immediately due and payable pursuant to Section
12.1 of the Note Purchase Agreement, as the context requires.




“Discounted Value” means, with respect to the Called Principal of any Series 2011A
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
2011A Notes is payable) equal to the Reinvestment Yield with respect to such Called
Principal.


 


-4-









 






“Reinvestment Yield” means, with respect to the Called Principal of any Series 2011A
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.




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 2011A 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 2011A 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 2011A 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 2011A 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.


 


-5-









 






9. Definition of “Default Rate”. The term “Default Rate” means, with respect to the
Series 2011A 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 2011A Notes and
(ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New
York, New York as its “base” or “prime” rate.




10. Covenant of the Company re Obligor Not in Good Standing. The Company hereby agrees
that it shall cause Millennium Waste Incorporated, an Indiana corporation (“Millennium”) (a)
to file with the Department of Revenue of the State of Indiana, within thirty days after the
Closing, all documents required by that Department in order for that Department to provide a
Certificate of Clearance to Millennium, and (b) to file with the Secretary of State of the
State of Indiana, within thirty days after receipt by Millennium of a Certificate of
Clearance from the Department of Revenue of the State of Indiana, such Certificate of
Clearance and any other documents and fees required by the Secretary of State in order for
Millennium to be validly existing and in good standing in the State of Indiana.




11. New Section 22.9. There shall be added to the Note Purchase Agreement a new
Section 22.9 which shall read as follows:




“Section 22.9. FASB 157 and 159. For purposes of determining
compliance with the covenants set out in this Agreement, any
election by the Company to measure an item of Indebtedness using
fair value (as permitted by Statement of Financial Accounting
Standards Nos. 157 and 159) shall be disregarded.”




12. Applicability of Note Purchase Agreement. Except as otherwise expressly provided
herein (and expressly permitted by the Note Purchase Agreement), all of the provisions of
the Note Purchase Agreement are incorporated by reference herein, shall apply to the Series
2011A Notes as if expressly set forth in this Supplement and all references to “Notes” shall
include the Series 2011A Notes. Without limiting the foregoing, each Obligor agrees to pay
all costs and expenses incurred in connection with the initial filing of this Supplement and
all related documents and financial information with the SVO provided that such costs and
expenses with respect to the Series 2011A Notes shall not exceed $4,000. Capitalized terms
used herein without definition have the respective meanings ascribed to them in the Note
Purchase Agreement.


 


-6-









 






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




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



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



 


-7-









 








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



	 	 	 	 	 
	 	WASTE CONNECTIONS, INC.

ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.

AMERICAN DISPOSAL COMPANY, INC.

AMERICAN SANITARY SERVICE, INC.

ANDERSON COUNTY LANDFILL, INC.

ANSON COUNTY LANDFILL, INC.

BITUMINOUS RESOURCES, INC.

BRENT RUN LANDFILL, INC.

BROADACRE LANDFILL, INC.

BUTLER COUNTY LANDFILL, INC.

CAMINO REAL ENVIRONMENTAL CENTER, INC.

CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC.

CHIQUITA CANYON, INC. 

COLD CANYON LAND FILL, INC.

COMMUNITY REFUSE DISPOSAL INC.

CONTRACTORS WASTE SERVICES, INC.

CORRAL DE PIEDRA LAND COMPANY

CURRY TRANSFER & RECYCLING, INC.

D. M. DISPOSAL CO., INC.

DENVER REGIONAL LANDFILL, INC.

ELKO SANITATION COMPANY

EMPIRE DISPOSAL, INC.

ENVIRONMENTAL TRUST COMPANY

EVERGREEN DISPOSAL, INC.

FINNEY COUNTY LANDFILL, INC.

FRONT RANGE LANDFILL, INC.

G & P DEVELOPMENT, INC.

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



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




 


 









 





	 	 	 	 	 
	 	HAROLD LEMAY ENTERPRISES, INCORPORATED

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

ISLAND DISPOSAL, INC.

J BAR J LAND, INC.

LAKESHORE DISPOSAL, INC.

LEALCO, INC.

MADERA DISPOSAL SYSTEMS, INC.

MAMMOTH DISPOSAL COMPANY

MANAGEMENT ENVIRONMENTAL NATIONAL, INC.

MASON COUNTY GARBAGE CO., INC.

MDSI OF LA, INC.

MILLENNIUM WASTE INCORPORATED

MISSION COUNTRY DISPOSAL

MORRO BAY GARBAGE SERVICE

MURREY’S DISPOSAL COMPANY, INC.

NEBRASKA ECOLOGY SYSTEMS, INC.

NOBLES COUNTY LANDFILL, INC.

NORTHERN PLAINS DISPOSAL, INC.

NORTHWEST CONTAINER SERVICES, INC.

OKLAHOMA CITY WASTE DISPOSAL, INC.

OKLAHOMA LANDFILL HOLDINGS, INC.

OSAGE LANDFILL, INC.

POTRERO HILLS LANDFILL, INC.

PSI ENVIRONMENTAL SERVICES, INC.

PSI ENVIRONMENTAL SYSTEMS, INC.

PUEBLO SANITATION, INC.

R.A. BROWNRIGG INVESTMENTS, INC.

RED CARPET LANDFILL, INC.

RH FINANCIAL CORPORATION

R.J.C. TRUCKING CO.

RURAL WASTE MANAGEMENT, INC.

SANIPAC, INC. 

SAN LUIS GARBAGE COMPANY

SCOTT SOLID WASTE DISPOSAL COMPANY

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



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




 


 









 





	 	 	 	 	 
	 	SEABREEZE RECOVERY, INC.

SEDALIA LAND COMPANY

SOUTH COUNTY SANITARY SERVICE, INC.

SOUTHERN PLAINS DISPOSAL, INC.

STUTZMAN REFUSE DISPOSAL INC.

TACOMA RECYCLING COMPANY, INC.

TENNESSEE WASTE MOVERS, INC.

WASCO COUNTY LANDFILL, INC.

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.)

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 LOUISIANA, 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 MONTANA, INC.

WASTE CONNECTIONS OF NEBRASKA, INC.

WASTE CONNECTIONS OF NEW MEXICO, INC.

WASTE CONNECTIONS OF NORTH CAROLINA, INC.

WASTE CONNECTIONS OF OKLAHOMA, INC.

    (F/K/A B & B SANITATION, INC.)

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



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




 


 









 





	 	 	 	 	 
	 	WASTE CONNECTIONS OF OREGON, INC.

    (SUCCESSOR BY MERGER TO ENVIRONMENTAL 

    WASTE SYSTEMS, INC. AND F/K/A SWEET HOME 

    SANITATION SERVICE, INC.)

WASTE CONNECTIONS OF SOUTH CAROLINA, 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.

WCI-WHITE OAKS LANDFILL, INC.

WEST BANK ENVIRONMENTAL SERVICES, INC.

WEST COAST RECYCLING AND TRANSFER, INC.

WYOMING ENVIRONMENTAL SERVICES, INC.

WYOMING ENVIRONMENTAL SYSTEMS, INC.

YAKIMA WASTE SYSTEMS, INC.

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



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




 


 









 





	 	 	 	 	 
	 	COLUMBIA RESOURCE CO., L.P.

FINLEY-BUTTES LIMITED PARTNERSHIP

 	 
	 	By:  	Management Environmental National, Inc., 
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                    /s/ Worthing F. Jackman
 	 
	 	 	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:  	            /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 
	 	ANDERSON REGIONAL LANDFILL, LLC

 	 
	 	By:  	Anderson County Landfill, Inc.
 	 
	 	 	its Manager 	 
	 
	 	By:  	              /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CHIQUITA CANYON, LLC

 	 
	 	By:  	Chiquita Canyon, Inc.
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	                      /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 



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



 


 









 








	 	 	 	 	 
	 	LAUREL RIDGE LANDFILL, L.L.C.

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 Member 	 
	 	 	 	 
	 	By:  	                    /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WASTE CONNECTIONS OF TEXAS, LLC

 	 
	 	By:  	      Waste Connections Management Services, Inc.,
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	      /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	HORIZON PROPERTY MANAGEMENT, LLC

PIERCE COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC

RAILROAD AVENUE DISPOSAL, LLC

SCOTT WASTE SERVICES, LLC

SILVER SPRINGS ORGANICS L.L.C. 

THE TRASH COMPANY, LLC

WASTE SOLUTIONS GROUP OF SAN BENITO, LLC

VOORHEES SANITATION, L.L.C.

 	 
	 	By:  	Waste Connections, Inc.
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	                  /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 



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



 


 









 







	 	 	 	 	 
	 	DIVERSIFIED BUILDINGS, L.L.C.

 	 
	 	By:  	Waste Connections of Kansas, Inc.
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	             /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	DELTA CONTRACTS, LLC

LACASSINE HOLDINGS, L.L.C.

 	 
	 	By:  	Waste Connections of Louisiana, Inc.
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	            /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	MBO, LLC

 	 
	 	By:  	Lacassine Holdings, L.L.C.
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	                Waste Connections of Louisiana, Inc.
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	                /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	WASTE REDUCTION SERVICES, L.L.C.

 	 
	 	By:  	Waste Connections of Oregon, Inc.
 	 
	 	 	its Manager 	 
	 	 	 	 
	 	By:  	            /s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 



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



 


 









 








Accepted as of the date first written above.



	 	 	 	 	 
	 	Metropolitan Life Insurance Company



MetLife Insurance Company of Connecticut

 	 
	 	By:  	Metropolitan Life Insurance Company,
 	 
	 	 	its Investment Manager 	 
	 	 	 	 
	 	MetLife Bank, National Association

 	 
	 	By:  	                                               Metropolitan Life Insurance Company,
 	 
	 	 	its Investment Manager 	 



	 	 	 	 	 
	 	By:  	                                                  /s/ Judith A. Gulotta
 	 
	 	 	Name:  	Judith A. Gulotta 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	Union Fidelity Life Insurance Company

 	 
	 	By:  	MetLife Investment Advisors Company, LLC,
 	 
	 	 	its investment adviser 	 
	 	 	 	 
	 	Employers Reassurance Company

 	 
	 	By:  	MetLife Investment Advisors Company, LLC,
 	 
	 	 	its investment adviser 	 



	 	 	 	 	 
	 	By:  	                                                 /s/ Judith A. Gulotta
 	 
	 	 	Name:  	Judith A. Gulotta 	 
	 	 	Title:  	Managing Director 	 



 


 









 





Accepted as of the date first written above.



	 	 	 	 	 
	 	Allstate Life Insurance Company

 	 
	 	By:  	/s/ Judith P. Greffin
 	 
	 	 	Name:  	Judith P. Greffin 	 
	 	 	 	 
	 	By:  	                       /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Authorized Signatories 	 
	 
	 	Allstate Insurance Company

 	 
	 	By:  	/s/ Judith P. Greffin
 	 
	 	 	Name:  	Judith P. Greffin 	 
	 	 	 
	 	By:  	                       /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Authorized Signatories 	 


 


 









 






Accepted as of the date first written above.



	 	 	 	 	 
	 	Massachusetts Mutual Life Insurance Company

 	 
	 	By:  	Babson Capital Management LLC,
 	 
	 	 	as Investment Advisor 	 
	 	 	 
	 	By:  	                                              /s/ Emeka Onukwugha
 	 
	 	 	Name:  	Emeka Onukwugha 	 
	 	 	Title:  	Managing Director 	 
	 
	 	C.M. Life Insurance Company

 	 
	 	By:  	Babson Capital Management LLC,
 	 
	 	 	as Investment Advisor 	 
	 	 	 	 
	 	By:  	                                              /s/ Emeka Onukwugha
 	 
	 	 	Name:  	Emeka Onukwugha 	 
	 	 	Title:  	Managing Director 	 



 


 









 





Accepted as of the date first written above.



	 	 	 	 	 
	 	Hartford Life and Accident Insurance Company

Hartford Casualty Insurance Company

Hartford Life Insurance Company

 	 
	 	By:  	Hartford Investment Management Company
 	 
	 	 	Their Agent and Attorney-in-Fact 	 
	 	 	 	 
	 	By:  	                                              /s/ Robert M. Mills
 	 
	 	 	Name:  	Robert M. Mills 	 
	 	 	Title:  	Vice President 	 

 


 









 





Accepted as of the date first written above.



	 	 	 	 	 
	 	RiverSource Life Insurance Company 

 	 
	 	By:  	/s/ Timothy J. Masek
 	 
	 	 	Name:  	Timothy J. Masek 	 
	 	 	Title:  	Vice President - Investments 	 







 


 









 






Accepted as of the date first written above.



	 	 	 	 	 
	 	The Northwestern Mutual Life Insurance Company

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



 


 









 






Accepted as of the date first written above.



	 	 	 	 	 
	 	Knights of Columbus

 	 
	 	By:  	/s/ Dennis A. Savoie
 	 
	 	 	Name:  	Dennis A. Savoie 	 
	 	 	Title:  	Deputy Supreme Knight 	 



 


 









 





Accepted as of the date first written above.



	 	 	 	 	 
	 	Modern Woodmen of America

 	 
	 	By:  	/s/ D. P. Prior
 	 
	 	 	Name:  	D. P. Prior 	 
	 	 	Title:  	National Secretary 	 



 


 









 





Accepted as of the date first written above.



	 	 	 	 	 
	 	The Phoenix Insurance Company

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



 


 









 







Accepted as of the date first written above.



	 	 	 	 	 
	 	New York Life Insurance and Annuity Corporation

 	 
	 	By  	                                                   New York Life Investment Management LLC,
 	 
	 	 	its Investment Manager 	 
	 	 	 	 
	 	By  	                      /s/ Kathleen A. Haberkern
 	 
	 	 	Name:  	Kathleen A. Haberkern 	 
	 	 	Title:  	Director 	 
	 
	 	New York Life Insurance Company

 	 
	 	By  	/s/ Kathleen A. Haberkern
 	 
	 	 	Name:  	Kathleen A. Haberkern 	 
	 	 	Title:  	Corporate Vice President 	 
	 
	 	New York Life Insurance and Annuity

Corporation Institutionally Owned Life

Insurance Separate Account (BOLI 3)

 	 
	 	By  	New York Life Investment Management LLC,
 	 
	 	 	its Investment Manager 	 
	 
	 
	 	By  	                      /s/ Kathleen A. Haberkern
 	 
	 	 	Name:  	Kathleen A. Haberkern 	 
	 	 	Title:  	Director





 


 









 







Accepted as of the date first written above. 



	 	 	 	 	 
	 	New York Life Insurance and Annuity

Corporation Institutionally Owned Life

Insurance Separate Account (BOLI 3-2)

 	 
	 	By  	New York Life Investment Management LLC,
 	 
	 	 	its Investment Manager 	 
	 	 	 	 
	 	By  	                      /s/ Kathleen A. Haberkern
 	 
	 	 	Name:  	Kathleen A. Haberkern 	 
	 	 	Title:  	Director 	 
	 
	 	New York Life Insurance and Annuity

Corporation Institutionally Owned Life

Insurance Separate Account (BOLI 30C)

 	 
	 	By  	New York Life Investment Management LLC,
 	 
	 	 	its Investment Manager 	 
	 	 	 	 
	 	By  	                      /s/ Kathleen A. Haberkern
 	 
	 	 	Name:  	Kathleen A. Haberkern 	 
	 	 	Title:  	Director 	 
	 
	 	New York Life Insurance and Annuity

Corporation Institutionally Owned Life

Insurance Separate Account (BOLI 30E)

 	 
	 	By  	New York Life Investment Management LLC,
 	 
	 	 	its Investment Manager 	 
	 	 	 	 
	 
	 	By  	                      /s/ Kathleen A. Haberkern
 	 
	 	 	Name:  	Kathleen A. Haberkern 	 
	 	 	Title:  	Director 	 



 


 









 





Accepted as of the date first written above.



	 	 	 	 	 
	 	Life Insurance Company of the Southwest

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

Sentinel Asset Management 	 



 


 









 





Accepted as of the date first written above.



	 	 	 	 	 
	 	Country Life Insurance Company

 	 
	 	By  	/s/ John A. Jacobs
 	 
	 	 	Name:  	John A. Jacobs 	 
	 	 	Title:  	Director - Fixed Income 	 
	 
	 	Country Mutual Insurance Company

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




 


 











 




Supplemental Representations




Each Obligor represents and warrants to each Purchaser that except as hereinafter set forth in
this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note
Purchase Agreement is true and correct in all material respects as of the date hereof with respect
to the Series 2011A Notes with the same force and effect as if each reference to “Series 2008A
Notes” set forth therein was modified to refer to the “Series 2011A Notes” and each reference to
“this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by
the First Supplement and the Second Supplement. Capitalized terms used herein without definition
herein or in the Second Supplement have the respective meanings ascribed to them in the Note
Purchase Agreement. The Section references hereinafter set forth correspond to the similar
sections of the Note Purchase Agreement, where similar sections exist, which are supplemented
hereby:



Section 5.1. Organization; Power and Authority. Each Obligor, other than any Obligor listed
in Schedule 5.4 to the Second Supplement as an Obligor not in good standing, 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 2011A Notes and to perform the provisions hereof and thereof. The failure
to be in good standing of any Obligor listed in Schedule 5.4 to the Second Supplement as an Obligor
not in good standing does not, as of the Closing, individually, or in the aggregate, have a
Material Adverse Effect.



Section 5.3. Disclosure. The Private Placement Memorandum dated March 2011, including the
filings made by the Company with the U.S. Securities and Exchange Commission that are incorporated
therein by reference (collectively, the “Memorandum”) fairly describes, in all material respects,
the general nature of the business and principal properties of the Company and its Subsidiaries.
The Note Purchase Agreement (as supplemented by the First Supplement and the Second Supplement),
the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or
on behalf of the Obligors in connection with the transactions contemplated hereby, and the
financial statements delivered pursuant to Section 7.1 of the Note Purchase Agreement (the Note
Purchase Agreement, the Memorandum and such documents, certificates or other writings and such
financial statements delivered to each Purchaser being referred to, collectively, as the
“Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made. Except as disclosed in the Disclosure Documents,
since December 31, 2010, there has been no change in the financial condition, operations, business,
properties or prospects of the Company or any of its Subsidiaries except changes that individually
or in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is
no fact known to the Obligors that would reasonably be expected to have a Material Adverse Effect
that has not been set forth herein or in the Disclosure Documents.



Exhibit A

(to Supplement)



 


 









 







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



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



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



Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each
Purchaser copies of the financial statements of the Company and its Subsidiaries required to be
delivered pursuant to Section 7.1 of the Note Purchase Agreement. All of said financial statements
(including in each case the related schedules and notes) fairly present in all material respects
the consolidated financial position of the Company and its Subsidiaries as of the respective dates
specified therein and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto (subject, in the case of
any interim financial statements, to normal year-end adjustments). The Company and its
Subsidiaries do not have any Material liabilities that are not disclosed on such financial
statements or otherwise disclosed in the Disclosure Documents.



Section 5.13. Private Offering by the Obligors. None of the Obligors nor anyone acting on its
behalf has offered the Series 2011A 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 65 other Institutional Investors, each of which has been offered the Series 2011A
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 2011A 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 2011A Notes to refinance existing Indebtedness and for general
corporate purposes of the Obligors, which may include acquisitions. No part of the proceeds from
the sale of the Series 2011A Notes pursuant to the Second Supplement will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation
U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to involve the Obligors
in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than
5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does
not have any present intention that margin stock will constitute more than 5% of the value of such
assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying”
shall have the meanings assigned to them in said Regulation U.



Section 5.15. Existing Indebtedness. Except as described therein, Schedule 5.15 to the Second
Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company
and its Subsidiaries as of February 28, 2011 (including a description of the obligors and obligees,
principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since
which date there has been no Material change in the amounts, interest rates, sinking funds,
installment payments or maturities of the Indebtedness of the Obligors. None of the Obligors is in
default, and no waiver of default is currently in effect, in the payment of any principal or
interest on any Indebtedness of any Obligor, and no event or condition exists with respect to any
Indebtedness of any Obligor that, in each case, (i) has existed for such period of time as would
permit (after the giving of appropriate notice, if required) one or more Persons to cause such
Indebtedness to become due and payable before its stated maturity or before its regularly scheduled
dates of payment and (ii) would reasonably be expected to have a Material Adverse Effect.



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



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



Section 5.19. Millennium Waste Incorporated. As of December 31, 2010, less than one percent
(1%) of the Consolidated EBITDA of the Obligors is attributable to Millennium Waste Incorporated,
an Indiana corporation.


 


 









 





[Form of Tranche A Note]




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



Waste Connections, Inc.

and its Subsidiaries




3.30% Senior Note, Series 2011A, Tranche A, due April 1, 2016




			
	 	 	 
	No. RA- [                    ]

$[                    ]
	 	[Date]

PPN 94106*AC0






For Value Received, each of the undersigned, Waste Connections, Inc. (herein called
the “Company”), a corporation organized and existing under the laws of Delaware, and its
Subsidiaries signatory below, jointly and severally hereby promises to pay to [                    ], or
registered assigns, the principal sum of [                    ] Dollars (or so much
thereof as shall not have been prepaid) on April 1, 2016, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.30% per
annum from the date hereof, payable semiannually, on the 1st day of April and October in each year,
commencing with October 1, 2011, until the principal hereof shall have become due and payable, and
(b) to the extent permitted by law, on any overdue payment of interest and, during the continuance
of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount,
at a rate per annum from time to time equal to the greater of (i) 5.30% or (ii) 2% over the rate of
interest publicly announced by JPMorgan Chase Bank, N.A., from time to time in New York, New York
as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand).



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



Exhibit 1(a)

(To Supplement)



 


 









 







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

	 	By	 	 	 	 
	 

	 	 	 	 

[Title]
	 	 






Exhibit 1(a) - Page 2



 


 









 







[Form of Tranche B Note]




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



Waste Connections, Inc.

and its Subsidiaries




4.00% Senior Note, Series 2011A, Tranche B, due April 1, 2018




			
	 	 	 
	No. RB- [                    ]

$[                    ]
	 	[Date]

PPN 94106*AD8






For Value Received, each of the undersigned, Waste Connections, Inc. (herein called
the “Company”), a corporation organized and existing under the laws of Delaware, and its
Subsidiaries signatory below, jointly and severally hereby promises to pay to [                    ], or
registered assigns, the principal sum of [                    ] Dollars (or so much
thereof as shall not have been prepaid) on April 1, 2018, 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 4.00% per
annum from the date hereof, payable semiannually, on the 1st day of April and October in each year,
commencing with October 1, 2011, 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) 6.00% or (ii) 2% over the rate of
interest publicly announced by JPMorgan Chase Bank, N.A., from time to time in New York, New York
as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand).



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



Exhibit 1(b)

(To Supplement)



 


 









 







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

	 	By	 	 	 	 
	 

	 	 	 	 

[Title]
	 	 






Exhibit 1(b) - Page 2



 


 









 







[Form of Tranche C 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




4.64% Senior Note, Series 2011A, Tranche C, due April 1, 2021




			
	No. RC- [                    ]

$[                    ]
	 	[Date]

PPN 94106*AE6






For Value Received, each of the undersigned, Waste Connections, Inc. (herein called
the “Company”), a corporation organized and existing under the laws of Delaware, and its
Subsidiaries signatory below, jointly and severally hereby promises to pay to [                    ], or
registered assigns, the principal sum of [                    ] Dollars (or so much
thereof as shall not have been prepaid) on April 1, 2021, 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 4.64% per
annum from the date hereof, payable semiannually, on the 1st day of April and October in each year,
commencing with October 1, 2011, 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) 6.64% 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(c)

(To Supplement)



 


 









 







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

	 	By	 	 	 	 
	 

	 	 	 	 

[Title]
	 	 






Exhibit 1(c) - Page 2