Exhibit 4.10





 


Execution
Copy




 


 





AMENDMENT
NO. 5 TO

MASTER NOTE PURCHASE AGREEMENT


 


This
AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT, dated as of February 20, 2015 (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 purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser”
and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Purchase Agreement referred to below.


 


WHEREAS,
the Obligors and the Purchasers are parties to that certain Master Note Purchase Agreement, dated as of July 15, 2008, as amended
by that certain Amendment No. 1 to Master Note Purchase Agreement dated as of July 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
and Amendment No. 4 to Master Note Purchase Agreement dated as of August 9, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Purchase Agreement”); and


 


WHEREAS,
the Company and certain of its Subsidiaries have entered into that certain Revolving Credit and Term Loan Agreement, dated as
of January 26, 2015 with Bank of America, N.A., as administrative agent, and the lenders party thereto, which amends and restates
the Bank Credit Agreement (as defined in the Purchase Agreement);


 


WHEREAS,
the Obligors and the Required Holders pursuant to Section 17.1(a) of the Purchase Agreement desire to amend certain provisions
of the Purchase Agreement to conform to certain changes to the Bank Credit 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 hereby agree as follows:


 


§1.1
Amendment to Section 10.4.1(c) of the Purchase Agreement. The figure “$50,000,000” in Section 10.4.1(c)
is replaced with the figure “$100,000,000”.


 


§1.2
 Amendment to Section 10.6 of the Purchase Agreement. Each instance of the figure “$200,000,000” in Section
10.6 is replaced with the figure “$300,000,000”.


 


§1.3
Amendment to Schedule B to the Purchase Agreement. The definition of Bank Credit Agreement in Schedule B is deleted
and replaced with the following:


 


“Bank
Credit Agreement” means the Revolving Credit and Term Loan Agreement, dated as of January 26, 2015, by and among the
Company and certain of its Subsidiaries, Bank of America, N.A., as administrative agent, and the other financial institutions
party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time, and any renewals, extensions
or replacements thereof, which constitute the primary bank credit facility of the Company and its Subsidiaries.


 


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


 


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


 






    	 



    	 



    

 


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


 


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


 


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


 


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


 


§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 Purchasers may now have or may have in the future under or in connection with the Purchase Agreement
or the Notes, except as specifically set forth herein.


 


(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.


 


§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]


 




    	- 2 -



    	 



    

 


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-INTERIOR, LLC


ALASKA
WASTE-KENAI PENINSULA, LLC


ALASKA
WASTE MAT-SU, 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.


CRI
HOLDINGS, LLC


CURRY
TRANSFER & RECYCLING, INC.


CWI
ACQUISITION, LLC


D.
M. DISPOSAL CO., INC.


DELTA
CONTRACTS, LLC


DENVER
REGIONAL LANDFILL, INC.


DIVERSIFIED
BUILDINGS, L.L.C.


EAGLE
FORD RECLAMATION COMPANY, LLC


EL
PASO DISPOSAL, LP


ELKO
SANITATION COMPANY


EMPIRE
DISPOSAL, INC.


ENTECH
ALASKA LLC


ENVIRONMENTAL
TRUST COMPANY


 






    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 


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


GREEN
WASTE SOLUTIONS OF ALASKA, LLC


HARDIN
SANITATION, INC.


HAROLD
LEMAY ENTERPRISES, INCORPORATED


HIGH
DESERT SOLID WASTE FACILITY, INC.


HUDSON
VALLEY WASTE HOLDING, 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.


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, LLC


R360
ENVIRONMENTAL SOLUTIONS HOLDINGS, INC.


R360
ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC


R360
ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC


 






    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 


R360
ENVIRONMENTAL SOLUTIONS OF TEXAS, 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.


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


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, 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.


 






    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 


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.


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.


WYOMING
ENVIRONMENTAL SERVICES, INC.


YAKIMA
WASTE SYSTEMS, INC.


 


 





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







 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


METROPOLITAN
LIFE INSURANCE COMPANY


We
acknowledge that we hold $35,000,000 6.22% Series 2008A Senior Notes

due October 1, 2015.





 


We
acknowledge that we hold $65,000,000 5.25% Series 2009A Senior Notes

due November 1, 2019.





 


We
acknowledge that we hold $23,500,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.





 


We
acknowledge that we hold $1,000,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.


 





GENERAL
AMERICAN LIFE INSURANCE COMPANY





	By: 	METROPOLITAN
    LIFE INSURANCE COMPANY, its
	 	investment
    manager	 










 We
acknowledge that we hold $10,000,000 6.22% Series 2008A Senior Notes

due October 1, 2015.


 


METLIFE
INSURANCE COMPANY USA


f/k/a
MetLife Insurance Company of Connecticut


and
as Successor by Merger to


MetLife
Investors USA Insurance Company





	By: 	METROPOLITAN LIFE
    INSURANCE COMPANY, its
		investment manager	 







 


We
acknowledge that we hold $20,000,000 5.25% Series 2009A Senior Notes

due November 1, 2019 (formerly held in the name of MetLife Investors USA Insurance Company).


 


We
acknowledge that we hold $1,000,000 4.64% Series 2011A Senior Notes, Tranche A, due April 1, 2016 (formerly held in the name of
MetLife Insurance Company of Connecticut).


 





	By:  	/s/
    John A. Willis	 
	Name:
    John A. Willis	 
	Title:   Managing
    Director	 












 







 






    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





UNION
FIDELITY LIFE INSURANCE COMPANY





	By: 	METLIFE
    INVESTMENT MANAGEMENT, LLC, its
	 	investment
    adviser	 







 


We
acknowledge that we hold $5,000,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.


 


We
acknowledge that we hold $8,000,000 5.25% Series 2009A Senior Notes due November 1, 2019.


 


EMPLOYERS
REASSURANCE CORPORATION





	By: 	METLIFE INVESTMENT
    MANAGEMENT, LLC, its
	 	investment adviser	 







We
acknowledge that we hold $10,000,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.


  





	By:  	/s/
    C. Scott Inglis	 
	Name:
    C. Scott Inglis	 
	Title:   Managing
    Director	 


  









    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


NEW
YORK LIFE INSURANCE AND ANNUITY CORPORATION


 





	By: 	NYL INVESTORS
    LLC, its Investment Manager
	 		 


 





	By:  	/s/
    Ilya L. Klets	 
	Name:
    Ilya L. Klets	 
	Title:   
    Director	 


 


We
acknowledge that we hold $12,500,000 6.22% Series 2008A Senior Notes

due October 1, 2015.


 


We
acknowledge that we hold $51,000,000 5.25% Series 2009A Senior Notes

due November 1, 2019.







 





NEW
YORK LIFE INSURANCE COMPANY


 





	By:  	/s/
    Ilya L. Klets	 
	Name:
    Ilya L. Klets	 
	Title:   Corporate
    Vice President	 





 





We
acknowledge that we hold $17,500,000 6.22% Series 2008A Senior Notes

due October 1, 2015.


 


We
acknowledge that we hold $24,000,000 5.25% Series 2009A Senior Notes

due November 1, 2019.





 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


JACKSON
NATIONAL LIFE INSURANCE COMPANY


 





	By: 	PPM
    AMERICA, INC., as attorney-in-fact
	 	 	 








	By:  	/s/
    Elena Unger	 
	Name:
    Elena Unger	 
	Title:   Assistant
    Vice President	 





 


We
acknowledge that we hold $45,000,000 6.22% Series 2008A Senior Notes

due October 1, 2015.







 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA


 





	By:  	/s/
    Brien Davis	 
	Name:
    Brien Davis	 
	Title:   Vice
    President	 


 


We
acknowledge that we hold $36,800,000 6.22% Series 2008A Senior Notes

due October 1, 2015.


 





PRUDENTIAL
RETIREMENT INSURANCE AND ANNUITY COMPANY


 





	By: 	PRUDENTIAL
    INVESTMENT MANAGEMENT, INC., as
	 	investment
    manager	 





 





	By:  	/s/
    Brien Davis	 
	Name:
    Brien Davis	 
	Title:   Vice
    President	 


 


We
acknowledge that we hold $8,200,000 6.22% Series 2008A Senior Notes

due October 1, 2015.




 













PHYSICIANS
LIFE INSURANCE COMPANY


 





	By: 	Prudential
    Private Placement Investors, L.P., as Investment Advisor
	 		 








	By: 	Prudential
    Private Placement Investors, Inc., as its General Partner
	 		 


 





	By:  	/s/
    Brien Davis	 
	Name:
    Brien Davis	 
	Title:   Vice
    President	 


 





We
acknowledge that we hold $1,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016. 


 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


AMERICAN
UNITED 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 we hold $6,000,000 6.22% Series 2008A Senior Notes

due October 1, 2015.




 





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 we hold $3,500,000 6.22% Series 2008A Senior Notes

due October 1, 2015.


 





PIONEER
MUTUAL 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 we hold $500,000 6.22% Series 2008A Senior Notes

due October 1, 2015.















 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY


 





	By: 	BABSON
    CAPITAL MANAGEMENT LLC, as
	 	investment
    advisor	 


 





	By:  	/s/
    Elisabeth A. Perenick	 
	Name:
    Elisabeth A. Perenick	 
	Title:   Managing
    Director	 


  


We
acknowledge that we hold $24,200,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.




  





C.M.
LIFE INSURANCE COMPANY


 





	By: 	BABSON
    CAPITAL MANAGEMENT LLC, as
	 	investment
    advisor	 


 


	By:  	/s/
    Elisabeth A. Perenick	 
	Name:
    Elisabeth A. Perenick	 
	Title:   Managing
    Director	 





 


We
acknowledge that we hold $3,800,000 4.64% Series 2011A Senior Notes, Tranche C, due April 1, 2021.













 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


HARTFORD
LIFE INSURANCE COMPANY


 








	By: 	HARTFORD
    INVESTMENT MANAGEMENT COMPANY,
	 	its
    agent and attorney-in-fact	 


 





	By:  	/s/
    Dawn Crunden	 
	Name:
    Dawn Crunden	 
	Title:   Senior
    Vice President	 


 





We
acknowledge that we hold $12,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.


We
acknowledge that we hold $2,000,000 5.25% Series 2009A Senior Notes due November 1, 2019.




 





HARTFORD
CASUALTY INSURANCE COMPANY


 











	By: 	HARTFORD
    INVESTMENT MANAGEMENT COMPANY,
	 	its
    agent and attorney-in-fact	 


 





	By:  	/s/
    Dawn Crunden	 
	Name:
    Dawn Crunden	 
	Title:   Senior
    Vice President	 






 


We
acknowledge that we hold $13,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.




 





HARTFORD
LIFE AND ACCIDENT INSURANCE COMPANY


 














	By: 	HARTFORD
    INVESTMENT MANAGEMENT COMPANY,
	 	its
    agent and attorney-in-fact	 


 





	By:  	/s/
    Dawn Crunden	 
	Name:
    Dawn Crunden	 
	Title:   Senior
    Vice President	 








 


We
acknowledge that we hold $9,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.


 






    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 


 





HARTFORD
LIFE AND ANNUITY INSURANCE COMPANY


 














	By: 	HARTFORD
    INVESTMENT MANAGEMENT COMPANY,
	 	its
    agent and attorney-in-fact	 


 





	By:  	/s/
    Dawn Crunden	 
	Name:
    Dawn Crunden	 
	Title:   Senior
    Vice President	 








 


We
acknowledge that we hold $3,000,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.







 





HARTFORD
FIRE INSURANCE COMPANY


 














	By: 	HARTFORD
    INVESTMENT MANAGEMENT COMPANY,
	 	its
    agent and attorney-in-fact	 


 





	By:  	/s/
    Dawn Crunden	 
	Name:
    Dawn Crunden	 
	Title:   Senior
    Vice President	 








 


We
acknowledge that we hold $5,000,000 5.25% Series 2009A Senior Notes


due
November 1, 2019.







 







    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


RIVERSOURCE
LIFE INSURANCE COMPANY


 





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





 





We
acknowledge that we hold $19,500,000 3.30% Series 2011A Senior Notes, Tranche A, due April 1, 2016.


 


We
acknowledge that we hold $11,000,000 4.00% Series 2011A Senior Notes, Tranche B, Due April 1, 2018.










 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


KNIGHTS
OF COLUMBUS


 





	By:  	/s/
    Gilles Marchand	 
	Name:
    Gilles Marchand	 
	Title:   VP





 


We
acknowledge that we hold $5,000,000 4.00% Series 2011A Senior Notes, Tranche B, Due April 1, 2018.


 


We
acknowledge that we hold $12,000,000 4.64% Series 2011A Senior Notes, Tranche C, Due April 1, 2021.










 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


MODERN
WOODMEN OF AMERICA


 





	By:  	/s/
    Douglas A. Pannier	 
	Name:
    Douglas A. Pannier	 
	Title:   Group
    Head, Private Placements


 


We
acknowledge that we hold $16,000,000 4.64% Series 2011A Senior Notes, Tranche C, Due April 1, 2021.










 




    	[Signature page to Amendment No. 5 to Master Note Purchase Agreement]



    	 



    

 





PURCHASERS:


 


THE
PHOENIX INSURANCE COMPANY


 





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


 





We
acknowledge that we hold $16,000,000 4.64% Series 2011A Senior Notes, Tranche C, Due April 1, 2021.