ex4-2.htm


    
      

    

    Exhibit
4.2

     

    
      AMENDMENT
NO. 1 TO

      MASTER
NOTE PURCHASE AGREEMENT

       

      This AMENDMENT NO. 1 TO MASTER NOTE
PURCHASE AGREEMENT, dated as of July 21, 2009 (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, amended and restated, supplemented or otherwise
modified from time to time, the “Purchase
Agreement”);

       

      WHEREAS, pursuant to that
certain Stock Purchase Agreement by and among the Company, on the one hand, and
Sanipac, Inc., an Oregon corporation (“Sanipac”), and The
Estate of Randall C. Papé, Gary Papé, Terrance Papé and Dian Papé Tooke, on the
other hand, the Company expects to acquire all of the outstanding stock of
Sanipac (the “Sanipac
Agreement”);

       

      WHEREAS, Sanipac owns
approximately seventy-five percent (75%) of EcoSort, L.L.C., an Oregon limited
liability company (“EcoSort”);
and

       

      WHEREAS, the Obligors and the
Required Holders pursuant to Section 17.1(a) of the Purchase Agreement desire to
amend the definition of “Excluded Subsidiaries” in the Purchase Agreement by
amending Schedule 5.4 of the Purchase Agreement to add EcoSort as an additional
Excluded Subsidiary effective as of the closing of the transactions in the
Sanipac 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. Amendment
to Schedule 5.4 of the Purchase Agreement.  Schedule 5.4 of the
Purchase Agreement is hereby amended by deleting it in its entirety and
substituting the attached Schedule 5.4 therefor.

       

      §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 Purchaser 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.

       

      (e) The consolidated total assets of the
Excluded Subsidiaries, after giving effect to this Amendment, will not be
greater than 15% of the consolidated total assets of the Company and its
Subsidiaries determined on a consolidated basis in accordance with
GAAP.

       

      §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):

       

      (a) The Obligors and the Required Holders
shall have duly executed and delivered a copy of this Amendment;
and

       

      (a)        
The
acquisition of Sanipac by the Company pursuant to the Sanipac Agreement shall
have closed in accordance with such agreement.

       

      §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 Series 2008A 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 Series 2008A 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
Series 2008A 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 Series 2008A 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.

       

      §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.

       

      [Reminder
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.

                                      	 
      
	 
      	
                                        ADVANCED
      SYSTEMS PORTABLE RESTROOMS, INC.

                                      
	 
      	
                                        AMERICAN
      DISPOSAL COMPANY, INC.

                                      	 
      
	 
      	
                                        AMERICAN
      SANITARY SERVICE, INC.

                                      	 
      
	 
      	
                                        AMERICAN
      WEST LEASING, 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.

                                      
	 
      	
                                        CHIQUITA
      CANYON, INC.

                                      	 
      
	 
      	
                                        COLD
      CANYON LAND FILL, INC.

                                      	 
      
	 
      	
                                        COMMUNITY
      REFUSE DISPOSAL INC.

                                      	 
      
	 
      	
                                        CONTRACTORS
      WASTE SERVICES, INC.

                                      	 
      
	 
      	
                                        COUNTY
      RECYCLING, 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.

                                      	 
      
	 
      	
                                        EVERGREEN
      DISPOSAL, INC.

                                      	 
      
	 
      	
                                        ENVIRONMENTAL
      TRUST COMPANY

                                      	 
      
	 
      	
                                        FINNEY
      COUNTY LANDFILL, INC.

                                      	 
      
	 
      	
                                        FRANK’S
      SERVICE, INC.

                                      	 
      
	 
      	
                                        FRONT
      RANGE LANDFILL, INC.

                                      	 
      
	 
      	
                                        G
      & P DEVELOPMENT, INC.

                                      	 
      
	 
      	
                                        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.

                                      	 
      
	 
      	
                                        KELLY’S
      HAUL AWAY, INC.

                                      	 
      
	 
      	
                                        LAKESHORE
      DISPOSAL, INC.

                                      	 
      
	 
      	
                                        LEALCO,
      INC.

                                      	 
      
	 
      	
                                        LES’
      COUNTY SANITARY, INC.

                                      	 
      
	 
      	
                                        MADERA
      DISPOSAL SYSTEMS, INC.

                                      	 
      
	 
      	
                                        MAMMOTH
      DISPOSAL COMPANY

                                      	 
      
	 	 	 
	 
      	
                                        By:

                                      	
                                        /s/ Worthing F. Jackman

                                      	 
      
	 
      	
                                        Name:

                                      	
                                        Worthing
      F. Jackman

                                      	 
      
	 
      	
                                        Title:

                                      	
                                        Chief
      Financial Officer

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      
        
          
            
              
                
                  	 
      	
                          THE OBLIGORS

                        	 
      
	 	 	 
	 
      	
                          MANAGEMENT
      ENVIRONMENTAL

                        	 
      
	 
      	 
      	
                          NATIONAL,
      INC.

                        	 
      
	 
      	
                          MASON
      COUNTY GARBAGE CO., INC.

                        	 
      
	 
      	
                          MDSI
      OF LA, INC.

                        	 
      
	 
      	
                          MILLENNIUM
      WASTE INCORPORATED

                        	 
      
	 
      	
                          MISSION
      COUNTRY DISPOSAL

                        	 
      
	 
      	
                          MORRO
      BAY GARBAGE SERVICE

                        	 
      
	 
      	
                          MURREY’S
      DISPOSAL COMPANY, INC.

                        	 
      
	 
      	
                          NEBRASKA
      ECOLOGY SYSTEMS, INC.

                        	 
      
	 
      	
                          NOBLES
      COUNTY LANDFILL, INC.

                        	 
      
	 
      	
                          NORTHERN
      PLAINS DISPOSAL, INC.

                        	 
      
	 
      	
                          NORTHWEST
      CONTAINER SERVICES, INC.

                        	 
      
	 
      	
                          OKLAHOMA
      CITY WASTE DISPOSAL, INC.

                        	 
      
	 
      	
                          OKLAHOMA
      LANDFILL HOLDINGS, INC.

                        	 
      
	 
      	
                          OSAGE
      LANDFILL, INC.

                        	 
      
	 
      	
                          PSI
      ENVIRONMENTAL SERVICES, INC.

                        	 
      
	 
      	
                          PSI
      ENVIRONMENTAL SYSTEMS, INC.

                        	 
      
	 
      	
                          PUEBLO
      SANITATION, INC.

                        	 
      
	 
      	
                          R.A.
      BROWNRIGG INVESTMENTS, INC.

                        	 
      
	 
      	
                          RED
      CARPET LANDFILL, INC.

                        	 
      
	 
      	
                          RH
      FINANCIAL CORPORATION

                        	 
      
	 
      	
                          RURAL
      WASTE MANAGEMENT, INC.

                        	 
      
	 
      	
                          SAN
      LUIS GARBAGE COMPANY

                        	 
      
	 
      	
                          SCOTT
      SOLID WASTE DISPOSAL COMPANY

                        	 
      
	 
      	
                          SEABREEZE
      RECOVERY, INC.

                        	 
      
	 
      	
                          SEDALIA
      LAND COMPANY

                        	 
      
	 
      	
                          SOUTH
      COUNTY SANITARY SERVICE, INC.

                        	 
      
	 
      	
                          SOUTHERN
      PLAINS DISPOSAL, INC.

                        	 
      
	 
      	
                          TACOMA
      RECYCLING COMPANY, INC.

                        	 
      
	 
      	
                          TENNESSEE
      WASTE MOVERS, INC.

                        	 
      
	 
      	
                          WASCO
      COUNTY LANDFILL, INC.

                        	 
      
	 
      	
                          WASTE
      CONNECTIONS MANAGEMENT

                        	 
      
	 
      	 
      	
                          SERVICES,
      INC.

                        	 
      
	 
      	
                          WASTE
      CONNECTIONS OF ALABAMA, INC.

                        	 
      
	 
      	
                          WASTE
      CONNECTIONS OF ARIZONA, INC.

                        	 
      
	 
      	
                          WASTE
      CONNECTIONS OF ARKANSAS, INC.

                        	 
      
	 
      	
                          WASTE
      CONNECTIONS OF CALIFORNIA, INC.

                        	 
      
	 
      	 
      	
                          (F/K/A
      AMADOR DISPOSAL SERVICE, INC.)

                        
	 
      	
                          WASTE
      CONNECTIONS OF COLORADO, INC.

                        	 
      
	 
      	
                          WASTE
      CONNECTIONS OF GEORGIA, INC.

                        	 
      
	 
      	 
      	
                          (F/K/A
      WCI OF GEORGIA, INC.)

                        	 
      
	 	 	 	 
	 
      	
                          By:

                        	
                          /s/ Worthing F. Jackman

                        	 
      
	 
      	
                          Name:

                        	
                          Worthing
      F. Jackman

                        	 
      
	 
      	
                          Title:

                        	
                          Chief
      Financial Officer

                        	 
      


                

              

            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	
                                                          THE
      OBLIGORS

                                                        	 
	 	 	 
	 
      	
                                                          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 MINNESOTA, INC.

                                                        	 
      
	 
      	 
      	
                                                          (F/K/A
      RITTER’S SANITARY SERVICE, INC.)

                                                        
	 
      	
                                                          WASTE
      CONNECTIONS OF MISSISSIPPI, INC.

                                                        	 
      
	 
      	 
      	
                                                          (F/K/A
      LIBERTY WASTE SERVICES OF

                                                        	 
      
	 
      	
                                                          MISSISSIPPI
      HOLDINGS, INC.)

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS OF MISSOURI, INC.

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS OF MONTANA, INC.

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS OF NEBRASKA, INC.

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS OF NEW MEXICO, INC.

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS OF NORTH CAROLINA, INC.

                                                        
	 
      	
                                                          WASTE
      CONNECTIONS OF SOUTH CAROLINA, INC.

                                                        
	 
      	
                                                          WASTE
      CONNECTIONS OF OKLAHOMA, INC.

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

                                                        	 
      
	 
      	
                                                          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 DAKOTA, INC.

                                                        
	 
      	 
      	
                                                          (F/K/A
      NOVAK ENTERPRISES, INC.)

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS OF TENNESSEE, INC.

                                                        	 
      
	 
      	 
      	
                                                          (F/K/A
      LIBERTY WASTE SERVICES OF TENNESSEE HOLDINGS, INC.)

                                                        
	 
      	
                                                          WASTE
      CONNECTIONS OF THE CENTRAL VALLEY, INC.

                                                          (F/K/A/
      KINGSBURG DISPOSAL SERVICE, INC.)

                                                        
	 
      	
                                                          WASTE
      CONNECTIONS OF UTAH, INC.

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS OF WASHINGTON, INC.

                                                        
	 
      	
                                                          WASTE
      CONNECTIONS OF WYOMING, INC.

                                                        	 
      
	 
      	
                                                          WASTE
      CONNECTIONS TRANSPORTATION COMPANY, INC.

                                                        
	 
      	
                                                          WASTE
      SERVICES OF N.E. MISSISSIPPI, INC.

                                                        
	 
      	
                                                          WEST
      BANK ENVIRONMENTAL SERVICES, INC.

                                                        
	 
      	
                                                          WEST
      COAST RECYCLING AND TRANSFER, INC.

                                                        
	 
      	
                                                          WYOMING
      ENVIRONMENTAL SERVICES, INC.

                                                        
	 
      	
                                                          WYOMING
      ENVIRONMENTAL SYSTEMS, INC.

                                                        
	 
      	
                                                          YAKIMA
      WASTE SYSTEMS, INC.

                                                        	 
      
	 	 	 
	 
      	
                                                          By:

                                                        	
                                                          /s/ Worthing F. Jackman

                                                        	 
      
	 
      	
                                                          Name:

                                                        	
                                                          Worthing
      F. Jackman

                                                        	 
      
	 
      	
                                                          Title:

                                                        	
                                                          Chief
      Financial Officer

                                                        	 
      


                                                

                                                 

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                    

                                                    
                                                      

                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                

                                                 

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        THE OBLIGORS

                                      	 
      
	 	 	 
	 
      	
                                        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

                                      	 
      
	 	 	 	 	 
	 
      	
                                        GLACIER
      DISPOSAL, L.L.C.

                                      	 
      
	 
      	
                                        LAUREL
      RIDGE LANDFILL, L.L.C.

                                      	 
      
	 
      	
                                        SUNRISE
      SANITATION, LLC

                                      	 
      
	 
      	
                                        WASTE
      CONNECTIONS OF MISSISSIPPI DISPOSAL

                                      	 
      
	 
      	 
      	
                                        SERVICES, LLC (F/K/A
      SANTEK

                                      	 
      
	 
      	 
      	
                                        ENVIRONMENTAL
      OF MISSISSIPPI, L.L.C.)

                                      	 
      
	 
      	
                                        WASTE
      CONNECTIONS OF LEFLORE, LLC

                                      	 
      
	 
      	 
      	
                                        (F/K/A
      WASTE SERVICES OF MISSISSIPPI, LLC)

                                      
	 
      	 
      	 
      	 
      
	 
      	
                                        By:

                                      	
                                        Waste
      Connections, Inc.,

                                      	 
      
	 
      	 
      	
                                        its
      Managing Member

                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                        By:

                                      	
                                        /s/ Worthing F. Jackman

                                      	 
      
	 
      	 
      	
                                        Name:

                                      	
                                        Worthing
      F. Jackman

                                      	 
      
	 
      	 
      	
                                        Title:

                                      	
                                        Chief
      Financial Officer

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                  THE OBLIGORS

                                                	 
      
	 	 	 
	 
      	
                                                  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

                                                	 
      
	 	 	 	 	 
	 
      	
                                                  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

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      PURCHASERS:

                      
	 
	
                        METROPOLITAN
      LIFE INSURANCE COMPANY

                      
	 	 	 
	
                        By:

                      	
                        /s/ John Wills

                      	 
      
	
                        Name:

                      	
                        John
      Wills

                      	 
      
	
                        Title:

                      	
                        Director

                      	 
      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  	
                          THE
      PURCHASERS:

                        
	 
	
                          GENERAL
      AMERICAN LIFE INSURANCE COMPANY

                        
	 
	
                          By:

                        	
                          Metropolitan
      Life Insurance Company

                        	 
      
	 
      	
                          its
      Investment Manager

                        	 
      
	 	 	 
	
                          By:

                        	
                          /s/ John Wills

                        	 
      
	
                          Name:

                        	
                          John
      Wills

                        	 
      
	
                          Title:

                        	
                          Director

                        	 
      


                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    	
                            THE
      PURCHASERS:

                          
	 
	
                            JACKSON
      NATIONAL LIFE INSURANCE COMPANY

                          
	 
	
                            By:

                          	
                            PPM
      America, Inc., as attorney in fact,

                          	 
      
	 
      	
                            on
      behalf of Jackson National Life Insurance Company

                          
	 	 
	
                            By:

                          	
                            /s/ Luke S. Stifflear

                          	 
      
	
                            Name:

                          	
                            Luke
      S. Stifflear

                          	 
      
	
                            Title:

                          	
                            Senior
      Managing Director

                          	 
      


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      	
                              THE
      PURCHASERS:

                            
	 
	
                              THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

                            
	 
	
                              By:

                            	
                              /s/ Iris Krause

                            	 
      
	
                              Name:

                            	
                              Iris
      Krause

                            	 
      
	
                              Title:

                            	
                              Vice
      President

                            	 
      
	 	 	 
	
                              PRUDENTIAL
      RETIREMENT INSURANCE AND ANNUITY COMPANY

                            
	 
	
                              By:

                            	
                              /s/ Iris Krause

                            	 
      
	
                              Name:

                            	
                              Iris
      Krause

                            	 
      
	
                              Title:

                            	
                              Vice
      President

                            	 
      


                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                THE
      PURCHASERS:

                              
	 
	
                                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

                              
	 
	
                                By:

                              	
                                New
      York Life Investment Management, LLC

                              	 
      
	 
      	
                                its
      Investment Manager

                              	 
      
	 	 	 
	
                                By:

                              	
                                /s/ Kathleen A. Haberkern

                              	 
      
	
                                Name:

                              	
                                Kathleen
      A. Haberkern

                              	 
      
	
                                Title:

                              	
                                Director

                              	 
      


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        THE PURCHASERS:

                                      
	 
	
                                        PIONEER
      MUTUAL LIFE INSURANCE COMPANY

                                      
	 
	
                                        By:

                                      	
                                        American
      United Life Insurance Company,

                                      	 
      
	 
      	
                                        its
      Agent

                                      	 
      
	 	 	 
	
                                        By:

                                      	
                                        /s/ Michael I. Bullock

                                      	 
      
	
                                        Name:

                                      	
                                        Michael
      I. Bullock

                                      	 
      
	
                                        Title:

                                      	
                                        Vice
      President

                                      	 
      
	 	 	 
	
                                        AMERICAN
      UNITED LIFE INSURANCE COMPANY

                                      
	 
	
                                        By:

                                      	
                                        /s/ Michael I. Bullock

                                      	 
      
	
                                        Name:

                                      	
                                        Michael
      I. Bullock

                                      	 
      
	
                                        Title:

                                      	
                                        Vice
      President

                                      	 
      
	 	 	 
	
                                        THE
      STATE LIFE INSURANCE COMPANY

                                      
	 
	
                                        By:

                                      	
                                        American
      United Life Insurance Company,

                                      	 
      
	 
      	
                                        its
      Agent

                                      	 
      
	 	 	 
	
                                        By:

                                      	
                                        /s/ Michael I. Bullock

                                      	 
      
	
                                        Name:

                                      	
                                        Michael
      I. Bullock

                                      	 
      
	
                                        Title:

                                      	
                                        Vice
      President