Exhibit 4.12


 








 


AMENDMENT
NO. 6 TO


MASTER NOTE PURCHASE AGREEMENT


 


This AMENDMENT NO. 6
TO MASTER NOTE PURCHASE AGREEMENT, dated as of June 1, 2016 (this “Amendment”), is by and among (a) Waste
Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time
party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries
are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each
of the undersigned holders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in
the Purchase Agreement referred to below, including the definitions added in this Amendment, as applicable.


 


WHEREAS, the Obligors and
the purchasers named therein are parties to that certain Master Note Purchase Agreement, dated as of July 15, 2008, as amended
by that certain Amendment No. 1 to Master Note Purchase Agreement dated as of July 20, 2009, Amendment No. 2 to Master Note
Purchase Agreement dated as of November 24, 2010, Amendment No. 3 to Master Note Purchase Agreement dated as of October 12,
2011, Amendment No. 4 to Master Note Purchase Agreement dated as of August 9, 2013 and Amendment No. 5 to Master Note Purchase
Agreement dated as of February 20, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Purchase Agreement”);


 


WHEREAS, on January 18,
2016, Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario (“Progressive Waste”),
Water Merger Sub LLC, a Delaware limited liability company and a direct or indirect wholly-owned subsidiary of Progressive Waste
(“Merger Sub”), and the Company entered into an Agreement and Plan of Merger (the “Merger”),
pursuant to which, subject to the terms and conditions contained therein, Merger Sub will merge with and into the Company;


 


WHEREAS, in connection
with the Merger and immediately following its occurrence, (a) Progressive Waste Solutions Ltd. will change its name to Waste
Connections, Inc., and remain a corporation organized under the laws of Ontario and (b) the Company will change its name to
Waste Connections US, Inc., and remain a Delaware corporation;


 


WHEREAS, the Company has
requested that holders amend the Purchase Agreement to, among other things, permit Waste Connections, Inc., an Ontario corporation,
or any other entity that after the Merger is the direct or indirect parent company of the Company and its Subsidiaries (the “Parent”)
to assume as described in the Assumption and Exchange Agreement (as defined below) the obligations of the Company under the Purchase
Agreement and the Notes; and


 


WHEREAS, the Obligors and
the holders party hereto constituting at least the Required Holders pursuant to Section 17.1(a) of the Purchase Agreement
desire to amend certain provisions of the Purchase Agreement to permit the Parent to assume the obligations of the Company under
the Purchase Agreement and the Notes as described in the Assumption and Exchange Agreement;


 




     


     


    

 


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


 


§1.1           Amendment
to the Purchase Agreement.


 


(a)          Section 9.8
of the Purchase Agreement is hereby amended by adding the following new subsection to the end thereof.


 


(d)          Each
holder agrees to release and discharge any Obligor (other than the Parent) from this Agreement, or otherwise reconstitute any Obligor’s
(other than the Parent’s) obligations as a primary obligor into a guarantor, as applicable, automatically upon the consummation
of the Merger and the execution, delivery and effectiveness of the Assumption and Exchange Agreement (as defined below), which,
among other things, effectuates an amended Agreement by operation of the Assumption and Exchange Agreement (which amended Agreement
is set forth in Exhibit 10.4); provided that, (i) such Obligor has been, or substantially concurrently with the
release by the holders of Notes, will be released and discharged as a primary obligor under and in respect of, the Bank Credit
Agreement; (ii) no Default or Event of Default exists or will exist immediately following such release and discharge; (iii) if
any fee or other consideration is paid or given to any holder of Indebtedness, in its capacity as a holder of such Indebtedness,
in connection with such release, other than the repayment of all or a portion of such Indebtedness, each holder receives equivalent
consideration on a pro rata basis (provided that, for the avoidance of doubt, this condition shall not apply to customary
and usual fees paid in connection with the termination and replacement of the Bank Credit Agreement and out-of-pocket expenses,
including attorneys’ fees, incurred in connection therewith); and (iv) at the time of the consummation of the Merger,
the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying the matters set forth in clauses (i)
through (iii).


 


(b)          Section
10.4.1 of the Purchase Agreement is hereby amended by adding the following to the end thereof.


 


Notwithstanding
anything to the contrary set forth in this Section 10.4.1 or any other provision of this Agreement, (a) the consummation
of the Merger Transactions, with the Parent following the Merger Transactions becoming the direct or indirect parent company of
the Company and (b) the related termination and replacement of the Bank Credit Facility in connection with such Merger Transactions
shall not constitute a Default or Event of Default under this Agreement if and only if each of the following conditions are satisfied:


 




    -2- 


     


    

 


(i)          Except
to the extent that it would not be materially adverse to the holders or is otherwise consented to in writing by the Required Holders,
(A)(x) the Merger, as consummated, and the other Merger Transactions are consistent with the transactions described in the
Merger Agreement, (y) the Merger and the other Merger Transactions have been consummated in accordance with the terms of the
Merger Agreement and in compliance with applicable law and regulatory approvals, and (z)  the Merger Transactions contemplated
by the Merger Agreement shall have been consummated on or prior to October 18, 2016, and (B) the holders shall have received
one or more certificates executed by a Responsible Officer of each of the Company and the Parent certifying as to clause (A).


 


(ii)         The
Parent shall have executed and delivered to each holder of Notes an assumption and exchange agreement substantially in the form
set forth in Exhibit 10.4 (the “Assumption and Exchange Agreement”), pursuant to which, among other things,
the Parent shall assume as described in the Assumption and Exchange Agreement the obligations of the Company under this Agreement
and the Notes in the form of the amended Agreement attached to the Assumption and Exchange Agreement (which amendments are set
forth in Exhibit 10.4 hereof), and such Assumption and Exchange Agreement shall be effective.


 


(iii)        Each
of the Obligors and the undersigned holders hereby agree that upon the effectiveness of the Assumption and Exchange Agreement,
(A) all Obligors (other than the Parent) shall be released and discharged from this Agreement upon the execution and delivery
of a subsidiary guaranty agreement by each Obligor thereafter required by the terms of Section 9.13 of the amended Agreement
to be a Subsidiary Guarantor (as such term is defined in the amended Agreement set forth in Exhibit 10.4), and (B) this Agreement
shall be amended in the form set forth in Exhibit 10.4, in each case, without further action on the part of the Obligors and the
undersigned holders, provided that, with respect to clause (B), the amended Agreement is in the form and substance set forth
in Exhibit 10.4.


 




    -3- 


     


    

 


(iv)        The
Parent shall have caused to be delivered to each holder of any Notes an opinion of internationally recognized independent counsel,
or other independent counsel reasonably satisfactory to the Required Holders, to the effect that the Assumption and Exchange Agreement
is enforceable in accordance with its terms, and covering such other matters incident thereto as may be reasonably requested by
the Required Holders.


 


(v)         No
Default or Event of Defaults exists at the time of the consummation of the Merger.


 


(vi)        If
any fee or other form of consideration is given to any holder of Indebtedness of the Obligors, in its capacity as the holder of
such Indebtedness, in connection with the Merger or the execution and delivery of an assumption or similar agreement by the Parent,
other than the repayment of all or a portion of such Indebtedness, the holders of the Notes shall receive equivalent consideration
(provided that, for the avoidance of doubt, this condition shall not apply to customary and usual fees paid in connection
with the termination and replacement of the Bank Credit Agreement and out-of-pocket expenses, including attorneys’ fees,
incurred in connection therewith).


 


(vii)       The
Parent shall deliver to each holder evidence of all payoff letters, UCC-3 termination statements, financing change statements,
and other security interest terminations necessary to terminate the Liens securing obligations under the Progressive Waste Credit
Agreement.


 


(viii)      The
Parent shall have provided to the holders a copy of the Revolving Credit and Term Loan Agreement to be entered into upon or substantially
concurrently with the consummation of the Merger, and such Revolving Credit and Term Loan Agreement shall be in full force and
effect.


 


(ix)         All
documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where
applicable, good standing of the Parent, and the due authorization by all requisite action on the part of the Parent of the execution
and delivery of the Assumption and Exchange Agreement and the performance by the Parent of its obligations thereunder.


 


Notwithstanding
anything else to the contrary herein, any delivery made by the Company to Chapman and Cutler LLP, as special counsel to the holders,
shall be deemed to have been delivered to each holder.


 




    -4- 


     


    

 


(c)          The
following shall be added as new definitions in alphabetical order to Schedule B of the Purchase Agreement: 


 


“Merger”
means the merger transaction contemplated by the Merger Agreement.


 


“Merger
Agreement” means the Agreement and Plan of Merger by and among Progressive Waste Solutions Ltd., Water Merger Sub LLC
and WCN dated as of January 18, 2016.


 


“Merger
Transactions” means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.


 


“Parent”
means Waste Connections Inc., an Ontario corporation, or any other entity that following the Merger becomes the direct or indirect
parent company of WCN and its Subsidiaries.


 


“Progressive
Waste Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of June 30, 2015, by and among
Progressive Waste Solutions Ltd., certain of its Subsidiaries, Bank of America, N.A., acting through its Canada branch, Bank of
America, N.A., and the other lenders party thereto, as amended, restated, supplemented or otherwise modified from time to time.


 


“Sixth
Amendment” means Amendment No. 6 to Master Note Purchase Agreement, dated as of June 1, 2016, by and among the Company
and the Obligors and the holders of the Notes party thereto.


 


“WCN”
means (i) prior to the consummation of the Merger Transactions, Waste Connections, Inc., a Delaware corporation, and (ii) subsequent
to the consummation of the Merger Transactions, Waste Connections US, Inc., a Delaware corporation.


 


§2.          Representations
and Warranties. Each Obligor hereby represents and warrants to the holders as follows:


 


(a)          This
Amendment has been duly authorized by all necessary corporate (or equivalent company or partnership) action on the part of such
Obligor, and this Amendment constitutes a legal, valid and binding obligation of such Obligor enforceable against such 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 injunction relief is subject to the discretion of the court
before which any proceeding therefor may be brought.


 




    -5- 


     


    

 


(b)          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 such Obligor of this Amendment and the performance by such Obligor of the Purchase
Agreement as amended.


 


(c)          The
execution, delivery and performance by such Obligor of this Amendment and the performance by such Obligor of the Purchase Agreement
as amended 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 such Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase
or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders
agreement or any other agreement or instrument to which such Obligor or any Subsidiary is bound or by which such 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 such Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of
any Governmental Authority applicable to such Obligor or any Subsidiary.


 


(d)          Immediately
before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


(e)          Such
Obligor has not paid or agreed to pay any fees or other consideration to any holder of Indebtedness, in its capacity as the holder
of such Indebtedness, of the Company and its Subsidiaries to permit the Parent to assume the obligations of the Company under the
documents relating to such Indebtedness, except for (x) the amendments to the Purchase Agreement in connection with the Merger
Transactions and (y) the repayment of all or a portion of such Indebtedness and customary and usual fees paid in connection with
entering into a new Bank Credit Agreement and, in each case, out-of-pocket expenses, including attorneys’ fees, incurred
in connection therewith.


 


§3.          Conditions
Precedent. This Amendment shall become effective as of the date (the “Sixth Amendment Effective Date”) on
which all of the following shall have occurred (and shall not be effective until the date on which all of the following shall have
occurred):


 


(a)          This
Amendment shall have been duly executed by the Obligors and the Required Holders and shall have been delivered to the holders (or
Chapman and Cutler LLP, as special counsel to the holders).


 


(b)          The
representations of the Obligors set forth in §2 hereof are true and correct on and with respect to the date hereof.


 


(c)          [Reserved].


 




    -6- 


     


    

 


(d)          The
Company shall have paid to each holder a fee in an amount equal to 0.05% of the aggregate outstanding principal amount of the Notes
held by such holder on the Sixth Amendment Effective Date and subject to the occurrence thereof.


 


§4.          Miscellaneous
Provisions.


 


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


 


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


 


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


 


(d)          Each
of the undersigned holders hereby represents that it is a United States person for U.S. federal income tax purposes and agrees
to provide the Parent on or prior to the date the Parent assumes the obligations of the Company under the Purchase Agreement and
the Notes an IRS Form W-9 certifying to such status.


 


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


 


[Remainder of page intentionally left blank]


 




    -7- 


     


    

 


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


 


The Obligors:


 


WASTE
CONNECTIONS, INC.


ACE SOLID
WASTE, INC.


ADVANCED
SYSTEMS PORTABLE RESTROOMS, INC.


ALASKA
WASTE MAT-SU, LLC


ALASKA
WASTE-INTERIOR, LLC


ALASKA
WASTE-KENAI PENINSULA, LLC


AMERICAN
DISPOSAL COMPANY, INC.


ANDERSON
COUNTY LANDFILL, INC.


ANDERSON
REGIONAL LANDFILL, LLC


ARKANSAS
RECLAMATION COMPANY, LLC


AUSTIN
LANDFILL HOLDINGS, INC.


BISON
BUTTE ENVIRONMENTAL, LLC


BITUMINOUS
RESOURCES, INC.


BRENT
RUN LANDFILL, INC.


BROADACRE
LANDFILL, INC.


BUTLER
COUNTY LANDFILL, INC.


CALPET,
LLC


CAMINO
REAL ENVIRONMENTAL CENTER, INC.


CAPITAL
REGION LANDFILLS, INC.


CARPENTER
WASTE HOLDINGS, LLC


CHAMBERS
DEVELOPMENT OF NORTH CAROLINA, INC.


CHIMNEY
BUTTE ENVIRONMENTAL L.L.C.


CHIQUITA
CANYON, INC.


CHIQUITA
CANYON, LLC


CLAY BUTTE
ENVIRONMENTAL, LLC


CLIFTON
ORGANICS, LLC


COLD CANYON
LAND FILL, INC.


COLUMBIA
RESOURCE CO., L.P.


COLUMBIA
RIVER DISPOSAL, INC.


COMMUNITY
REFUSE DISPOSAL INC.


CONTRACTORS
WASTE SERVICES, INC.


CORRAL
DE PIEDRA LAND COMPANY


COUNTY
WASTE — ULSTER, LLC


County
Waste and Recycling Service, Inc.


COUNTY
WASTE TRANSFER CORP.


COWLITZ
COUNTY LANDFILL, INC.


CRI HOLDINGS,
LLC


CURRY
TRANSFER & RECYCLING, INC.


CWI ACQUISITION,
LLC


D. M.
DISPOSAL CO., INC.


DELTA
CONTRACTS, LLC


 


[Signature page to Amendment
No. 6 to Master Note Purchase Agreement]


 




     


     


    

 


DENVER
REGIONAL LANDFILL, INC.


DIVERSIFIED
BUILDINGS, L.L.C.


DNCS PROPERTIES,
LLC


EAGLE
FORD RECLAMATION COMPANY, LLC


EL PASO
DISPOSAL, LP


Elko Sanitation
Company


EMPIRE
DISPOSAL, INC.


ENTECH
ALASKA LLC


ENVIRONMENTAL
TRUST COMPANY


EVERGREEN
DISPOSAL, INC.


FINLEY-BUTTES
LIMITED PARTNERSHIP


FINNEY
COUNTY LANDFILL, INC.


FORT ANN
TRANSFER STATION, LLC


FRONT
RANGE LANDFILL, INC.


G &
P DEVELOPMENT, INC.


GBUSA
HOLDINGS, LLC


God Bless
the USA, Incorporated


GOD BLESS
THE USA, INCORPORATED


GREEN
WASTE SOLUTIONS OF ALASKA, LLC


HARDIN
SANITATION, INC.


HAROLD
LEMAY ENTERPRISES, INCORPORATED


HIGH DESERT
SOLID WASTE FACILITY, INC.


HUDSON
VALLEY WASTE HOLDING, INC.


Hudson
Valley Waste Holdings, Inc.


ISLAND
DISPOSAL, INC.


J BAR
J LAND, INC.


LACASSINE
HOLDINGS, L.L.C.


LAKESHORE
DISPOSAL, INC.


LAUREL
RIDGE LANDFILL, L.L.C.


LEALCO,
INC.


LFC, INC.


LIGHTNING
BUTTE ENVIRONMENTAL, LLC


LOUISIANA
RECLAMATION COMPANY, L.L.C.


MADERA
DISPOSAL SYSTEMS, INC.


MAMMOTH
DISPOSAL COMPANY


MANAGEMENT
ENVIRONMENTAL NATIONAL, INC.


MASON
COUNTY GARBAGE CO., INC.


MBO, LLC


MDSI OF
LA, INC.


MILLENNIUM
WASTE INCORPORATED


MISSION
COUNTRY DISPOSAL


MORRO
BAY GARBAGE SERVICE


MURREY’S
DISPOSAL COMPANY, INC.


NEBRASKA
ECOLOGY SYSTEMS, INC.


NOBLES
COUNTY LANDFILL, INC.


Northwest
Container Services, Inc.


 


[Sixth Amendment to 2008 Master
Note Purchase Agreement]


 




     


     


    

 


OKLAHOMA
CITY WASTE DISPOSAL, INC.


OKLAHOMA
LANDFILL HOLDINGS, INC.


OSAGE
LANDFILL, INC.


PIERCE
COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC


POTRERO
HILLS LANDFILL, INC.


PRAIRIE
DISPOSAL, LLC


PRAIRIE
LIQUIDS, LLC


PSI ENVIRONMENTAL
SERVICES, INC.


PSI ENVIRONMENTAL
SYSTEMS, INC.


R.A. BROWNRIGG
INVESTMENTS, INC.


R.J.C.
TRUCKING CO.


R360 ARTESIA,
LLC


R360 CLACO,
LLC


R360 Environmental
Solutions Holdings, Inc.


R360 ENVIRONMENTAL
SOLUTIONS OF LOUISIANA, LLC


R360 ENVIRONMENTAL
SOLUTIONS OF MISSISSIPPI, LLC


R360 ENVIRONMENTAL
SOLUTIONS OF TEXAS, LLC


R360 Environmental
Solutions, LLC


R360 ES
Holdings, Inc.


R360 HITCHCOCK,
LLC


R360 LOGISTICS,
LLC


R360 OKLAHOMA,
LLC


R360 PERMIAN
BASIN, LLC


R360 RED
BLUFF, LLC


R360 SHUTE
CREEK, LLC


R360 SILO,
LLC


R360 Williston
Basin, LLC


RAILROAD
AVENUE DISPOSAL, LLC


RED CARPET
LANDFILL, INC.


RENSSELAER
REGION LANDFILLS, INC.


RH FINANCIAL
CORPORATION


RICH VALLEY,
LLC


RKS HOLDING,
CORP.


ROCHELLE
WASTE DISPOSAL, L.L.C.


Rock River
Environmental Services, Inc.


ROCK RIVER
ENVIRONMENTAL SOLUTIONS, LLC 


RRD HOLDING
COMPANY 


RRES LANDFILL
OPERATIONS, LLC 


S.A. DUNN
& COMPANY, LLC


SAN LUIS
GARBAGE COMPANY


SANIPAC,
INC.


SCOTT
SOLID WASTE DISPOSAL COMPANY


SCOTT
WASTE SERVICES, LLC


SEABREEZE
RECOVERY, INC.


SECTION
18, LLC


SEDALIA
LAND COMPANY


 


[Sixth Amendment to 2008 Master
Note Purchase Agreement]


 




     


     


    

 


SHALE
GAS SERVICES, LLC


SIERRA
HOLDING GROUP, LLC


SIERRA
PROCESSING, LLC


SILVER
SPRINGS ORGANICS L.L.C.


SJ RECLAMATION,
INC.


SKB (AUSTIN)
ENVIRONMENTAL, LLC


SKB ENVIRONMENTAL
CLOQUET LANDFILL, INC. (f/k/a SHAMROCK LANDFILL, INC.)


SKB ENVIRONMENTAL,
INC.


SKB RECYCLING,
LLC


SMOKY
BUTTE ENVIRONMENTAL, LLC


SOUTH
COUNTY SANITARY SERVICE, INC.


STERLING
AVENUE PROPERTIES, LLC


STUTZMAN
REFUSE DISPOSAL INC.


TACOMA
RECYCLING COMPANY, INC.


TENNESSEE
WASTE MOVERS, INC.


THUNDER
BUTTE ENVIRONMENTAL, LLC


US LIQUIDS
OF LA, L.P.


VOORHEES
SANITATION, L.L.C.


WASCO
COUNTY LANDFILL, INC.


Waste
Connections Management Services, Inc.


Waste
Connections of Alabama, Inc.


Waste
Connections of Alaska, Inc.


WASTE
CONNECTIONS OF ARIZONA, INC.


WASTE
CONNECTIONS OF ARKANSAS, INC.


Waste
Connections of California, Inc.


Waste
Connections of Colorado, Inc.


WASTE
CONNECTIONS OF GEORGIA, INC.


Waste
Connections of Idaho, Inc.


Waste
Connections of Illinois, Inc.


Waste
Connections of Iowa, Inc.


Waste
Connections of Kansas, Inc.


Waste
Connections of Kentucky, Inc.


WASTE
CONNECTIONS OF LEFLORE, LLC


Waste
Connections of Louisiana, Inc.


Waste
Connections of Minnesota, Inc.


WASTE
CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC


Waste
Connections of Mississippi, Inc.


Waste
Connections of Montana, Inc.


Waste
Connections of Nebraska, Inc.


Waste
Connections of New Mexico, Inc.


Waste
Connections of North Carolina, Inc.


Waste
Connections of North Dakota, Inc.


Waste
Connections of Oklahoma, Inc.


Waste
Connections of Oregon, Inc.


Waste
Connections of South Carolina, Inc.


 


[Sixth Amendment to 2008 Master
Note Purchase Agreement]\


 




     


     


    

 


Waste
Connections of South Dakota, Inc.


Waste
Connections of Tennessee, Inc.


Waste
Connections of Texas, LLC


WASTE
CONNECTIONS OF THE CENTRAL VALLEY, INC.


WASTE
CONNECTIONS OF UTAH, INC.


Waste
Connections of Washington, Inc.


Waste
Connections of Wyoming, Inc.


WASTE
CONNECTIONS TRANSPORTATION COMPANY, INC.


WASTE
REDUCTION SERVICES, L.L.C.


WASTE
SERVICES OF N.E. MISSISSIPPI, INC.


WASTE
SOLUTIONS GROUP OF SAN BENITO, LLC


WCI AUSTIN
LANDFILL, LLC


WCI-WHITE
OAKS LANDFILL, INC.


WEST BANK
ENVIRONMENTAL SERVICES, INC.


WEST COAST
RECYCLING AND TRANSFER, INC.


WINNEBAGO
LANDFILL COMPANY, LLC 


WINNEBAGO
RECLAMATION SERVICE, INC. 


WYOMING
ENVIRONMENTAL SERVICES, INC.


YAKIMA
WASTE SYSTEMS, INC.


 


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


 


[Sixth Amendment to 2008 Master
Note Purchase Agreement]


 




     


     


    

   





 





Metropolitan
Life Insurance Company


 


MetLife
Insurance Company USA


		By:	Metropolitan Life Insurance Company, its Investment Manager



 


 


		By	/s/ John A. Wills



		 	Name: John A. Wills



		 	Title: Managing Director



 


We acknowledge
that Metropolitan Life Insurance Company holds $65,000,000 Series 2009A Senior Notes, due November 1, 2019.


 


We acknowledge
that Metropolitan Life Insurance Company holds $1,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 


We acknowledge
that MetLife Insurance Company USA holds $20,000,000 Series 2009A Senior Notes, due November 1, 2019.


 


We acknowledge
that MetLife Insurance Company USA holds $1,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 


Union
Fidelity Life Insurance Company


 


		By:	MetLife Investment Advisors, LLC



		 	Its Investment Adviser



 


 


		By	/s/ C. Scott Inglis



			Name: C. Scott Inglis



			Title: Managing Director



 


We acknowledge
that Union Fidelity Life Insurance Company holds $8,000,000 Series 2009A Senior Notes, due November 1, 2019.


 


We acknowledge
that Union Fidelity Life Insurance Company holds $5,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 






    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

  


Employers
Reassurance Company


		By:	MetLife Investment Advisors, LLC



Its Investment Adviser


 


		By	/s/ C. Scott Inglis



			Name: C. Scott Inglis



			Title: Managing Director



 


We acknowledge
that Employers Reassurance Company holds $10,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 


Lincoln
Benefit Life Company


 


		By:	MetLife Investment Advisors, LLC



		 	Its Investment Adviser



 


 


		By	/s/ C. Scott Inglis



			Name: C. Scott Inglis



			Title: Managing Director



 


We acknowledge
that we hold $11,000,000 Series 2011A, Tranche B Senior Notes, due April 1, 2018.


 




    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


The
Northwestern Mutual Life Insurance Company


 


		By:	Northwestern Mutual Investment Management



Company, LLC, its investment adviser


 


 


		By	/s/ David A. Barras



			Name: David A. Barras



			Title: Managing Director



 


We acknowledge
that The Northwestern Mutual Life Insurance Company holds $18,000,000 Series 2011A, Tranche B Senior Notes,
due April 1, 2018.


 


We acknowledge
that The Northwestern Mutual Life Insurance Company holds $20,000,000 Series 2015A, Tranche A Senior Notes,
due August 20, 2022.


 


We acknowledge
that The Northwestern Mutual Life Insurance Company holds $63,300,000 Series 2015A, Tranche B Senior Notes,
due August 20, 2025.


 


 


The
Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account


 


 


 


		By:	/s/ David A. Barras



		 	Name: David A. Barras



		 	Title: Authorized Representative



 


We acknowledge
that The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account holds $1,700,000 Series 2015A,
Tranche B Senior Notes, due August 20, 2025.


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


New
York Life Insurance and Annuity Corporation


 


		By:	NYL Investors LLC, its Investment Manager



 


 


		By:	/s/ A. Post Howland



			Name: A. Post Howland



			Title: Managing Director



 


We acknowledge
that New York Life Insurance and Annuity Corporation holds $51,000,000 Series 2009A Senior Notes, due November
1, 2019.


 


New
York Life Insurance Company


 


 


 


		By:	/s/ A. Post Howland



			Name: A. Post Howland



			Title: Vice President



 


We acknowledge
that New York Life Insurance Company holds $24,000,000 Series 2009A Senior Notes, due November 1, 2019.


 




    
[Signature page to Amendment No. 6 to Master 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:	/s/ Elena S. Unger



		 	Name: Elena S. Unger



		 	Title: Vice President



 


We acknowledge that Jackson
National Life Insurance Company holds $55,000,000 Series 2015A, Tranche B Senior Notes, due August 20, 2025.


 






    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


State
Farm Life Insurance Company


 


 


		By:	/s/ Julie Hoyer



		 	Julie Hoyer



		 	Investment Executive – Fixed Income



 


 


		By:	/s/ Christiane M. Stoffer



		 	Christiane M. Stoffer



		 	Assistant Secretary



 


We acknowledge
that State Farm Life Insurance Company holds $14,000,000 Series 2015A, Tranche A Senior Notes, due August 20,
2022.


 


We acknowledge
that State Farm Life Insurance Company holds $34,000,000 Series 2015A, Tranche B Senior Notes, due August 20,
2025.


 


 


State
Farm Life and Accident Assurance Company


 


 


		By:	/s/ Julie Hoyer



		 	Julie Hoyer



		 	Investment Executive – Fixed Income



 


 


		By:	/s/ Christiane M. Stoffer



		 	Christiane M. Stoffer



		 	Assistant Secretary



 


We acknowledge
that State Farm Life and Accident Assurance Company holds $1,000,000 Series 2015A, Tranche A Senior Notes, due
August 20, 2022.


 


We acknowledge
that State Farm Life and Accident Assurance Company holds $1,000,000 Series 2015A, Tranche B Senior Notes, due
August 20, 2025.


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


RiverSource
Life Insurance Company


 


 


 


		By:	/s/ Thomas W. Murphy



			Name: Thomas W. Murphy



			Title: Vice President – Investments



 


We acknowledge
that RiverSource Life Insurance Company holds $11,000,000 Series 2011A, Tranche B Senior Notes, due April 1,
2018.


 


We acknowledge
that RiverSource Life Insurance Company holds $30,000,000 Series 2015A, Tranche A Senior Notes, due August 20,
2022.


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


AXA
Equitable Life Insurance Company


 


 


 


		By:	/s/ Amy Judd



		 	Name: Amy Judd



		 	Title: Investment Officer



 


We acknowledge
that AXA Equitable Life Insurance Company holds $32,000,000 Series 2015A, Tranche B Senior Notes, due August
20, 2025.


 


 


  


 




    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


Principal
Life Insurance Company


 


		By:	Principal Global Investors, LLC



			a Delaware limited liability company,



			its authorized signatory



 


 


		By:	/s/ James C. Fifield



		 	Name: James C. Fifield



		 	Title: Assistant General Counsel



 


 


		By:	/s/ Justin T. Lange



		 	Name: Justin T. Lange



		 	Title: Counsel



 


We acknowledge
that Principal Life Insurance Company holds $10,000,000 Series 2015A, Tranche A Senior Notes, due August 20,
2022.


 


We acknowledge
that Principal Life Insurance Company holds $20,000,000 Series 2015A, Tranche B Senior Notes, due August 20,
2025.


 


 




    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


Genworth
Life and Annuity Insurance Company


 


 


 


		By:	/s/ Joseph A. McCusker



		 	Name: Joseph A. McCusker



		 	Title: Investment Officer



 


We acknowledge
that Genworth Life and Annuity Insurance Company holds $10,000,000 Series 2015A, Tranche A Senior Notes, due
August 20, 2022.


 


We acknowledge
that Genworth Life and Annuity Insurance Company holds $10,000,000 Series 2015A, Tranche B Senior Notes, due
August 20, 2025.


 


Genworth
Mortgage Insurance Corporation


 


 


 


		By:	/s/ Joseph A. McCusker



		 	Name: Joseph A. McCusker



		 	Title: Investment Officer



 


We acknowledge
that Genworth Mortgage Insurance Corporation holds $10,000,000 Series 2015A, Tranche A Senior Notes, due
August 20, 2022.


 




    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


Modern
Woodmen of America


 


 


 


		By:	/s/ Douglas A. Pannier



			Name: Douglas A. Pannier



			Title: Group Head, Private Placements



 


We acknowledge
that Modern Woodmen of America holds $16,000,000 Series 2011A, Tranche C Senior Notes, due April 1, 2021.


 


We acknowledge
that Modern Woodmen of America holds $20,000,000 Series 2015A, Tranche B Senior Notes, due August 20, 2025.


 


 


 






    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


 


National
Life Insurance Company


 


 


 


		By:	/s/ Andrew Ebersole



		 	Name: Andrew Ebersole



		 	Title: Director – Head of Private Placements



 


We acknowledge
that National Life Insurance Company holds $3,000,000 Series 2015A, Tranche A Senior Notes, due August
20, 2022.


 


We acknowledge
that National Life Insurance Company holds $9,000,000 Series 2015A, Tranche B Senior Notes, due August
20, 2025.


 


Life
Insurance Company of the Southwest


 


 


 


		By:	/s/ Andrew Ebersole



			Name: Andrew Ebersole



			Title: Director – Head of Private Placements



 


We acknowledge
that Life Insurance Company of the Southwest holds $5,000,000 Series 2011A, Tranche B Senior Notes, due April 1,
2018.


 


We acknowledge
that Life Insurance Company of the Southwest holds $7,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 


We acknowledge
that Life Insurance Company of the Southwest holds $6,000,000 Series 2015A, Tranche B Senior Notes, due August
20, 2025.


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


 


Massachusetts
Mutual Life Insurance Company


 


		By:	Babson Capital Management LLC, as Investment Advisor



 


 


		By:	/s/ Patrick M. Manseau



			Name: Patrick M. Manseau



			Title: Managing Director



 


We acknowledge
that Massachusetts Mutual Life Insurance Company holds $24,200,000 Series 2011A, Tranche C Senior Notes, due
April 1, 2021.


 


C.M.
Life Insurance Company


 


		By:	Babson Capital Management LLC, as Investment Advisor



 


 


		By:	/s/ Patrick M. Manseau



			Name: Patrick M. Manseau



			Title: Managing Director



 


We acknowledge
that C.M. Life Insurance Company holds $3,800,000 Series 2011A, Tranche C Senior Notes, due April 1, 2021.


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


 


The
Phoenix Insurance Company


 


 


 


		By:	/s/ Annette M. Masterson



			Name:Annette M. Masterson



			Title:Vice President



 


We acknowledge
that The Phoenix Insurance Company holds $16,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 


 


Travelers
Casualty and Surety Company of America


 


 


 


		By:	/s/ Annette M. Masterson



		 	Name: Annette M. Masterson



		 	Title: Vice President



 


We acknowledge
that Travelers Casualty and Surety Company of America holds $7,000,000 Series 2015A, Tranche B Senior Notes,
due August 20, 2025.


 


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


 


Voya
Retirement Insurance and Annuity Company


Voya
Insurance and Annuity Company


Reliastar
Life Insurance Company


Security
Life of Denver Insurance Company


 


		By:	Voya Investment Management LLC,

as Agent



 


 


 


		By	/s/ Paul Aronson



		 	Name: Paul Aronson



		 	Title: Senior Vice President



 


We acknowledge
that Voya Retirement Insurance and Annuity Company holds $8,400,000 Series 2015A, Tranche A Senior Notes, due
August 20, 2022.


 


We acknowledge
that Voya Insurance and Annuity Company holds $8,300,000 Series 2015A, Tranche A Senior Notes, due August 20,
2022.


 


We acknowledge
that Reliastar Life Insurance Company holds $1,200,000 Series 2015A, Tranche A Senior Notes, due August 20,
2022.


 


We acknowledge
that Security Life of Denver Insurance Company holds $2,100,000 Series 2015A, Tranche A Senior Notes, due August
20, 2022.


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


American
United Life Insurance Company


 


 


 


		By:	/s/ Michael I. Bullock



		 	Name: Michael I. Bullock



		 	Title: VP, Private Placements



 


We acknowledge
that American United Life Insurance Company holds $3,000,000 Series 2015A, Tranche A Senior Notes, due August
20, 2022.


 


We acknowledge
that American United Life Insurance Company holds $8,000,000 Series 2015A, Tranche B Senior Notes, due August
20, 2025.


 


 


The
State Life Insurance Company


 


		By:	American United Life Insurance Company



		Its:	Agent



 


 


		By:	/s/ Michael I. Bullock



		 	Name: Michael I. Bullock



		 	Title: VP, Private Placements



 


We acknowledge
that The State Life Insurance Company holds $7,000,000 Series 2015A, Tranche B Senior Notes, due August 20,
2025.


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


 


Knights
of Columbus


 


 


 


		By:	/s/ Gilles Marchand



			Name: Gilles Marchand



			Title: Vice President Credit Investments



 


We acknowledge
that Knights of Columbus holds $5,000,000 Series 2011A, Tranche B Senior Notes, due April 1, 2018.


 


We acknowledge
that Knights of Columbus holds $12,000,000 Series 2011A, Tranche C Senior Notes, due April 1, 2021.


 


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    







 


 


Woodmen
of the World Life Insurance Society


 


 


		By:	/s/ Shawn Bengston



		 	Name: Shawn Bengston



		 	Title: Vice President – Investment



 


We acknowledge
that Woodmen of the World Life Insurance Society holds $10,000,000 Series 2015A, Tranche B Senior Notes, due
August 20, 2025.


 


 


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


American
Family Life Insurance Company


 


 


 


		By:	/s/ David L. Voge



		 	Name: David L. Voge



		 	Title: Fixed Income Portfolio Manager



 


We acknowledge
that American Family Life Insurance Company holds $2,000,000 Series 2015A, Tranche A Senior Notes, due August
20, 2022.


 


We acknowledge
that American Family Life Insurance Company holds $5,000,000 Series 2015A, Tranche B Senior Notes, due August
20, 2025.


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY


 


 


 


		By:	/s/ David Divine



		 	Name: David Divine



		 	Title: Senior Portfolio Manager



 


We acknowledge
that Southern Farm Bureau Life Insurance Company holds $2,000,000 Series 2015A, Tranche A Senior Notes, due
August 20, 2022.


 


We acknowledge
that Southern Farm Bureau Life Insurance Company holds $3,000,000 Series 2015A, Tranche B Senior Notes, due
August 20, 2025.


 


 


 


 


 


 



    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    




 


 


Country
Life Insurance Company


 


 


 


		By:	/s/ John A. Jacobs



			Name: John A. Jacobs



			Title: Director – Fixed Income



 


We acknowledge
that Country Life Insurance Company holds $3,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 


We acknowledge
that Country Life Insurance Company holds $4,000,000 Series 2015A, Tranche B Senior Notes, due August 20, 2025.


 


Country
Mutual Insurance Company


 


 


 


		By:	/s/ John A. Jacobs



			Name: John A. Jacobs



			Title: Director – Fixed Income



 


We acknowledge
that Country Mutual Insurance Company holds $1,000,000 Series 2011A, Tranche C Senior Notes, due April 1,
2021.


 


We acknowledge
that Country Mutual Insurance Company holds $1,000,000 Series 2015A, Tranche B Senior Notes, due August 20,
2025.


 




    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


Hartford
Life Insurance Company


Hartford
Fire Insurance Company


 


		By:	Hartford Investment Management Company Their Agent
and Attorney-in-Fact



 


 


		By:	/s/ John R. Knox



			Name: John R. Knox



			Title: Senior Vice President



 


We acknowledge
that Hartford Life Insurance Company holds $2,000,000 Series 2009A Senior Notes, due November 1, 2019.


 


We acknowledge
that Hartford Fire Insurance Company holds $5,000,000 Series 2009A Senior Notes, due November 1, 2019.


 







 


 


 


 


 




    
[Signature page to Amendment No. 6 to Master Note Purchase Agreement]



     


    

 


Exhibit 10.4


 


Form of Assumption and Exchange Agreement


(including post-merger amendments to the Master
Note Purchase Agreement)


 


[Attached]