WasteConnections, Inc. and its Subsidiaries Third Supplement to Master NotePurchase Agreement Datedas of June 11, 2015 Re: $125,000,000 3.09%, Series 2015A, Senior Notes, Tranche A, due August 20, 2022 $375,000,000 3.41%, Series 2015A,Senior Notes, Tranche B, due August20, 2025

Contract Categories: Business Finance - Note Agreements
EX-4.9 2 v412985_ex4-9.htm EXHIBIT 4.9

 

Exhibit 4.9

 

Execution Version

 

 

Waste Connections, Inc.

and

its Subsidiaries

 

Third Supplement to Master Note Purchase Agreement

 

Dated as of June 11, 2015

 

Re:                                        $125,000,000 3.09%, Series 2015A, Senior Notes,

Tranche A, due August 20, 2022

 

$375,000,000 3.41%, Series 2015A, Senior Notes,

Tranche B, due August 20, 2025

 

 

 

WCN - Third Supplement to NPA - Conformed Signatures

 

 
 

 

Waste Connections, Inc.
3 Waterway Square Place, Suite 110
The Woodlands, Texas 77380

 

Dated as of

June 11, 2015

 

To the Purchaser(s) named in

Schedule A hereto

 

Ladies and Gentlemen:

 

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

 

Recitals

 

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

 

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

 

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

 

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

 

Issue Series and/or
Tranche
Aggregate
Principal
Amount
Interest
Rate
Maturity Date
         
Senior Notes Series 2015A,
Tranche A (the
“Tranche A Notes”)
$125,000,000 3.09% August 20, 2022
         
Senior Notes Series 2015A,
Tranche B (the
“Tranche B Notes”)
$375,000,000 3.41% August 20, 2025

 

 
 

 

The Senior Notes described above are collectively referred to as the “Series 2015A Notes”. The Series 2015A Notes, together with the Series 2011A Notes issued pursuant to the Second Supplement to Master Note Purchase Agreement dated as of April 1, 2011 (the “Second Supplement”), the Series 2009A Notes issued pursuant to the First Supplement to Master Note Purchase Agreement dated as of October 26, 2009 (the “First Supplement”), and the Series 2008A Notes, initially issued pursuant to the Note Purchase Agreement, and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 1.2 of the Note Purchase Agreement, are collectively referred to as the “Notes (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Tranche A Notes and the Tranche B Notes shall be substantially in the forms set out in Exhibit 1(a) and Exhibit 1(b), respectively, with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Obligors.

 

2.          Sale and Purchase of Series 2015A Notes. Subject to the terms and conditions of this Supplement and the Note Purchase Agreement and on the basis of the representations and warranties hereinafter set forth, the Obligors will issue and sell to each of the Purchasers, and each of the Purchasers will purchase from the Obligors, at the Closing provided for in Section 3, Series 2015A Notes in the principal amount specified opposite their respective names in the attached Schedule A hereto at the purchase price of 100% of the principal amount thereof. The obligations of the Purchasers hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder.

 

3.          Closing. The sale and purchase of the Series 2015A Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, IL 60603 at 10:00 a.m. Chicago time, at a closing (the “Closing”) on August 20, 2015.

 

At the Closing, the Obligors will deliver to each Purchaser the Series 2015A Notes to be purchased by such Purchaser in the form of a single Tranche A Note and/or Tranche B Note (or such greater number of notes of each tranche, as applicable, in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Obligors or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Obligors in accordance with wire transfer instructions provided by the Company to such Purchaser pursuant to Section 4.10 of the Note Purchase Agreement. If, at the Closing, the Obligors shall fail to tender such Series 2015A Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

 

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4.          Conditions to Closing. The obligation of each Purchaser to purchase and pay for the Series 2015A Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement (except that (1) all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by the First Supplement, the Second Supplement and this Supplement, all references to the “Closing” therein shall be deemed to refer to the Closing as defined herein, and all references to “Notes” or “Series 2008A Notes” therein shall be deemed to refer to the Series 2015A Notes, and as hereafter modified, (2) the reference to Shartsis Friese LLP therein shall be deemed to refer to Latham & Watkins, LLP, counsel for the Obligors, and (3) the Memorandum, as defined in Section 5.3 of Exhibit A hereto, is deemed to be the “Memorandum” for purposes of the closing condition in Section 4.2 of the Note Purchase Agreement), and to the following additional conditions:

 

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

 

(b)          Contemporaneously with the Closing, the Obligors shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2015A Notes to be purchased by such Purchaser at the Closing as specified in Schedule A.

 

(c)          No Change in Control or Control Event shall have occurred.

 

5.          Representations and Warranties of the Obligors. With respect to each of the representations and warranties contained in Section 5 of the Note Purchase Agreement, each Obligor represents and warrants to the Purchasers that, as of the date hereof, such representations and warranties are true and correct (A) except that all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by this Supplement, and all references to “Notes” or “Series 2008A Notes” therein shall be deemed to refer to the Series 2015A Notes, and (B) except for changes to such representations and warranties or the Schedules referred to therein, which changes are set forth in the attached Exhibit A (and shall include an updated form of Section 5.3).

 

6.          Representations of the Purchasers. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Series 2015A Notes to be purchased by it hereunder:

 

-3-
 

  

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

 

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

 

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

 

(d)          the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

 

-4-
 

  

(e)          the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

 

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

 

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

 

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

 

As used in this paragraph 6, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

 

7.          Maturity of the Series 2015A Notes; Interest. There are no scheduled prepayments on any of the Series 2015A Notes. The entire unpaid principal amount of the Tranche A Notes shall become due and payable on August 20, 2022. The entire unpaid principal amount of the Tranche B Notes shall become due and payable on August 20, 2025. The Series 2015A Notes shall bear interest at the rates set forth therein.

 

8.          Definition of Make-Whole Amount. The term “Make-Whole Amount” means, with respect to any Series 2015A Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series 2015A Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

 

“Called Principal” means, with respect to any Series 2015A Note, the principal of such Series 2015A Note that is to be prepaid pursuant to Section 8.2 of the Note Purchase Agreement or has become or is declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context requires.

 

“Discounted Value” means, with respect to the Called Principal of any Series 2015A Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series 2015A Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

 

-5-
 

 

“Reinvestment Yield” means, with respect to the Called Principal of any Series 2015A Note, 0.50% over the yield to maturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

 

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Series 2015A Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series 2015A Note.

 

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

 

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Series 2015A Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Series 2015A Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.4 or Section 12.1.

 

-6-
 

 

“Settlement Date” means, with respect to the Called Principal of any Series 2015A Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

 

9.          Definition of “Default Rate”. The term “Default Rate” means, with respect to the Series 2015A Notes, that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Series 2015A Notes and (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

 

10.         Applicability of Note Purchase Agreement. Except as otherwise expressly provided herein (and expressly permitted by the Note Purchase Agreement), all of the provisions of the Note Purchase Agreement are incorporated by reference herein, shall apply to the Series 2015A Notes as if expressly set forth in this Supplement and all references to “Notes” shall include the Series 2015A Notes. Without limiting the foregoing, each Obligor agrees to pay all costs and expenses incurred in connection with the initial filing of this Supplement and all related documents and financial information with the SVO provided that such costs and expenses with respect to the Series 2015A Notes shall not exceed $4,000. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Note Purchase Agreement.

 

Prior to the occurrence of the Closing, (a) the term “holder” as used in Sections 7, 10.15 and 17 of the Note Purchase Agreement shall be deemed to include the Purchasers of the Series 2015A Notes to be issued at such Closing, and (b) for purposes of the term “Required Holders” as used in the Note Purchase Agreement, the Series 2015A Notes scheduled to be issued at such Closing shall be deemed to be outstanding.

 

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

 

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

 

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

 

-7-
 

 

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

 

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

 

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

 

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

 

 
 

 

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.

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

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.

 

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

 

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

 

 
 

 

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

R360 ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC

R360 ES HOLDINGS, INC.

R360 HITCHCOCK, LLC

 

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

 

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

 

 
 

 

 

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.

 

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

 

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

 

 
 

 

 

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.

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.

 

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

 

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

 

 
 

 

 

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

 

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

 

 
 

 

 

Accepted as of the date first written above.

 

  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
       
  The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account
       
  By: /s/ David A. Barras
    Name: David A. Barras
    Title: Authorized Representative

 

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

 

 
 

 

 

Accepted as of the date first written above.

 

  The Variable Annuity Life Insurance Company
  The United States Life Insurance Company in the City of New York
  American General Life Insurance Company
   
  By: AIG Asset Management (U.S.), LLC, as Investment Advsier
       
  By: /s/ Gerald F. Herman
    Name: Gerald F. Herman
    Title: Managing Director

 

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

 

 
 

 

Accepted as of the date first written above.

 

  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: Sr. Managing Director

 

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

 

 
 

 

Accepted as of the date first written above.

 

  State Farm Life Insurance Company
     
  By: /s/ Julie Hoyer
  Name: Julie Hoyer
  Title: Senior Investment Officer – Fixed Income

 

By: /s/ Jeffrey Attwood
  Name: Jeffrey Attwood
  Title: Investment Officer

 

  State Farm Life and Accident Assurance Company
   
  By: /s/ Julie Hoyer
  Name: Julie Hoyer
  Title: Senior Investment Officer – Fixed Income
     
  By: /s/ Jeffrey Attwood
  Name: Jeffrey Attwood
  Title: Investment Officer

 

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

 

 
 

 

Accepted as of the date first written above.

 

  AXA Equitable Life Insurance Company
   
  By: /s/ Amy Judd
  Name: Amy Judd
  Title: Investment Officer

 

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

 

 
 

 

Accepted as of the date first written above.

 

  Horizon Blue Cross Blue Shield of New Jersey
   
  By: AllianceBernstein LP, its Investment Advisor
   
  By: /s/ Amy Judd
  Name: Amy Judd
  Title: Senior Vice President

 

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

 

 
 

 

 

Accepted as of the date first written above.

 

  Genworth Life and Annuity Insurance
Company
   
  By: /s/ Anne Finucane
   Name: Anne Finucane
   Title:   Investment Officer
   
  Genworth Mortgage Insurance Corporation
   
  By: /s/ Anne Finucane
   Name: Anne Finucane
   Title:   Investment Officer

 

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

 

 
 

  

Accepted as of the date first written above.

 

  RiverSource Life Insurance Company
   
  By: /s/ Thomas W. Murphy
   Name:  Thomas W. Murphy
   Title:    Vice President - Investments
   
  RiverSource Life Insurance Co. of New York
   
  By: /s/ Thomas W. Murphy
   Name:  Thomas W. Murphy
   Title:    Vice President - Investments

 

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

 

 
 

  

Accepted as of the date first written above.

 

  Principal Life Insurance Company
   
  By: Principal Global Investors, LLC
   a Delaware limited liability company,
   its authorized signatory
   
  By: /s/ Joellen J. Watts
   Name: Joellen J. Watts
   Title:   Counsel
   
  By: /s/ James C. Fifield
   Name:  James C. Fifield
   Title:    Assistant General Counsel

 

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

 

 
 

  

Accepted as of the date first written above.

 

  Modern Woodmen of America
   
  By: /s/ Brett M. Van
   Name: Brett M. Van
   Title:   Treasurer & Investment Manager

 

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

 

 
 

 

Accepted as of the date first written above.

 

  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/ Fitzhugh Wickham
   Name: Fitzhugh Wickham
   Title:   Vice President

 

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

 

 
 

 

 

Accepted as of the date first written above.

 

American United Life Insurance Company
   
  By: /s/ David M. Weisenburger
  Name: David M. Weisenburger
  Title:   VP, Fixed Income Securities
   
  The State Life Insurance Company
   
  By:  American United Life Insurance Company
  Its:  Agent
   
  By: /s/ David M. Weisenburger
  Name: David M. Weisenburger
  Title:   VP, Fixed Income Securities

 

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

 

 
 

Accepted as of the date first written above.

 

National Life Insurance Company
   
  By: /s/ Chris P. Gudmastad
  Name: Chris P. Gudmastad, CFA
  Title:   Assistant Vice President
                 Sentinel Asset Management, Inc.
   
  Life Insurance Company of the Southwest
   
  By: /s/ Chris P. Gudmastad
  Name: Chris P. Gudmastad, CFA
  Title:   Assistant Vice President
                 Sentinel Asset Management, Inc.

 

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

 

 
 

  

Accepted as of the date first written above.

 

  Woodmen of the World Life Insurance Society
   
  By: /s/ Shawn Bengtson
  Name: Shawn Bengtson
  Title:   Vice President Investment
   
  By: /s/ Dean Holdsworth
  Name: Dean Holdsworth
  Title:   Director, Mortgage Loan/Real Estate

 

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

 

 
 

 

Accepted as of the date first written above.

  

  American Family Life Insurance Company
   
  By: /s/ David L. Voge
  Name: David L. Voge
  Title:   Fixed Income Portfolio Manager

 

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

 

 
 

 

Accepted as of the date first written above.

 

  Travelers Casualty and Surety Company of America
   
  By: /s/ Annette M. Masterson
  Name: Annette M. Masterson
  Title:   Vice President

 

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

 

 
 

 

 

 

 

Accepted as of the date first written above.

 

  Southern Farm Bureau Life Insurance
  Company
   
  By: /s/ David Divine
  Name: David Divine
  Title:  Senior Portfolio Manager

 

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

 

 
 

 

Accepted as of the date first written above.

 

  Country Life Insurance Company
  Country Mutual Insurance Company
   
  By: /s/ John Jacobs
  Name: John Jacobs
  Title:  Director — Fixed Income

 

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

 

 
 

 

Information Relating To Purchasers

 

Name of and Address

of Purchaser

  Tranche
of Notes
  Principal Amount
of Notes to be
Purchased
         
The Northwestern Mutual Life Insurance   A   $20,000,000
Company   B   $63,300,000
720 East Wisconsin Avenue        
Milwaukee, Wisconsin  53202        

 

Schedule A

(to Third Supplement to Master Note Purchase Agreement)

 

 
 

 

Name of and Address

of Purchaser

  Tranche
of Notes
 

Principal Amount

of Notes to be

Purchased

         

The Northwestern Mutual Life Insurance

Company for its Group Annuity Separate

Account

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

  B   $1,700,000

 

A-2
 

 

Name of and Address

of Purchaser

  Tranche
of Notes
 

Principal Amount

of Notes to be

Purchased

         

American General Life Insurance Company

c/o AIG Asset Management (U.S.), LLC

2929 Allen Parkway, Suite A36-01

Houston, Texas 77019

  B   $45,000,000

 

A-3
 

 

Name of and Address
of Purchaser
Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

The Variable Annuity Life Insurance Company

c/o AIG Asset Management (U.S.), LLC

2929 Allen Parkway, Suite A36-01

Houston, Texas 77019

B $20,000,000

 

A-4
 

 

Name of and Address

of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

The United States Life Insurance Company in the
City of New York

c/o AIG Asset Management (U.S.), LLC

2929 Allen Parkway, Suite A36-01

Houston, Texas 77019

B $10,000,000

 

A-5
 

 

Name of and Address
of Purchaser
Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Jackson National Life Insurance Company

One Corporate Way

Lansing, Michigan 48951

B $20,000,000

 

A-6
 

 

Name of and Address
of Purchaser
Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Jackson National Life Insurance Company

One Corporate Way

Lansing, Michigan 48951

B $20,000,000

 

A-7
 

 

Name of and Address

of Purchaser 

Tranche
of Notes 

Principal Amount
of Notes to be
Purchased 

Jackson National Life Insurance Company

One Corporate Way

Lansing, Michigan 48951

B $15,000,000

 

A-8
 

 

Name of and Address

of Purchaser 

Tranche
of Notes 

Principal Amount
of Notes to be
Purchased 

State Farm Life Insurance Company

One State Farm Plaza

Bloomington, Illinois 61710

A

B

$14,000,000

$34,000,000

 

A-9
 

 

Name of and Address

of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
State Farm Life and Accident Assurance Company A $1,000,000
One State Farm Plaza B $1,000,000
Bloomington, Illinois 61710    

 

A-10
 

 

Name of and Address

of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased

AXA Equitable Life Insurance Company

525 Washington Blvd., 34th Floor

Jersey City, New Jersey 07310

Attention: Lynn Garofalo

Telephone Number: (201) 743-6634

B $29,000,000

 

A-11
 

 

Name of and Address

of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased

AXA Equitable Life Insurance Company

525 Washington Blvd., 34th Floor

Jersey City, New Jersey 07310

Attention: Lynn Garofalo

Telephone Number: (201) 743-6634

B

 

$3,000,000

 

A-12
 

 

Name of and Address

of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased

Horizon Blue Cross Blue Shield of New Jersey

c/o Alliance Capital Management

1345 Avenue of the Americas

New York, NY 10105

Attention: Angel Salazar/Cosmo Valente,

Insurance Operations

Telephone Numbers: 212 ###-###-#### or ###-###-####

B $3,000,000

 

A-13
 

 

Name of and Address

of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased

Genworth Mortgage Insurance Corporation

c/o Genworth Financial, Inc.

3001 Summer Street

Stamford, Connecticut 06905

A

$5,000,000

$5,000,000

 

A-14
 

 


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased

Genworth Life and Annuity Insurance Company

c/o Genworth Financial, Inc.

3001 Summer Street

Stamford, Connecticut 06905

A $7,000,000

  

A-15
 

 


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Genworth Life and Annuity Insurance Company

c/o Genworth Financial, Inc.

3001 Summer Street

Stamford, Connecticut 06905

A $3,000,000

  

A-16
 

  


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Genworth Life and Annuity Insurance Company

c/o Genworth Financial, Inc.

3001 Summer Street

Stamford, Connecticut 06905

B $5,000,000

 

A-17
 

  


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Genworth Life and Annuity Insurance Company

c/o Genworth Financial, Inc.

3001 Summer Street

Stamford, Connecticut 06905

B $5,000,000

 

A-18
 

  


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

RiverSource Life Insurance Company (942)

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Department –
Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612 ###-###-####

Facsimile: 612 ###-###-####

A $20,000,000

 

A-19
 

  


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

RiverSource Life Insurance Company (945)

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Department –
Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612 ###-###-####

Facsimile: 612 ###-###-####

A $5,000,000

 

A-20
 

  


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

RiverSource Life Insurance Company (944)

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Department –
Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612 ###-###-####

Facsimile: 612 ###-###-####

A $3,000,000

 

A-21
 

  


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

RiverSource Life Insurance Company (902)

Columbia Management Investment Advisers, LLC

Attention: Fixed Income Investment Department –
Private Placements

216 Ameriprise Financial Center

Minneapolis, MN 55474

Telephone: 612 ###-###-####

Facsimile: 612 ###-###-####

A $2,000,000

 

A-22
 

  


Name of and Address
of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Principal Life Insurance Company

Principal Global Investors, LLC

ATTN: Fixed Income Private Placements

711 High Street, G-26

Des Moines, IA 50392-0800

Email: ***@***

A

A

A

A

A

B

B

B

B

B

B

$2,000,000

$2,000,000

$1,000,000

$1,000,000

$1,000,000

$5,000,000

$3,000,000

$2,000,000

$2,000,000

$2,000,000

$1,000,000

 

A-23
 

  

Name of and Address
of Purchaser
Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Principal Life Insurance Company

Principal Global Investors, LLC

ATTN: Fixed Income Private Placements

711 High Street, G-26

Des Moines, IA 50392-0800

Email: ***@***

A

B

$3,000,000

$5,000,000

 

A-24
 

  

Name of and Address

of Purchaser

Tranche
of Notes
Principal Amount
of Notes to be
Purchased
     

Modern Woodmen of America

Attn: Investment Department

1701 First Avenue

Rock Island, IL 61201

***@***

Fax: (309) 793-5574

B $20,000,000

 

A-25
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Voya Retirement Insurance and Annuity Company

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

A $8,400,000

 

A-26
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Voya Insurance and Annuity Company

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

A $6,400,000

 

A-27
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Security Life of Denver Insurance Company

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

A $2,000,000

 

A-28
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Voya Insurance and Annuity Company

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

A $1,900,000

 

A-29
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Reliastar Life Insurance Company

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

A $1,200,000

 

A-30
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Security Life of Denver Insurance Company

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

A $100,000

 

A-31
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

American United Life Insurance Company

Attention: Mike Bullock, Securities Department

One American Square, Suite 305W

Post Office Box 368

Indianapolis, Indiana 46206

A

B

$3,000,000

$8,000,000

 

A-32
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

The State Life Insurance Company

c/o American United Life Insurance Company

Attention: Mike Bullock, Securities Department

One American Square, Suite 305W

Post Office Box 368

Indianapolis, Indiana 46206

B $7,000,000

 

A-33
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

National Life Insurance Company

One National Life Drive

Montpelier, Vermont 05604

Attention: Private Placements

Fax Number: (802) 223-9332

E-mail: ***@***

A

B

$3,000,000

$5,000,000

 

A-34
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

National Life Insurance Company

One National Life Drive

Montpelier, Vermont 05604

Attention: Private Placements

Fax Number: (802) 223-9332

E-mail: ***@***

B $4,000,000

 

A-35
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Life Insurance Company of the Southwest

c/o National Life Insurance Company

One National Life Drive

Montpelier, Vermont 05604

Attention: Private Placements

Fax Number: (802) 223-9332

E-mail: ***@***

B $6,000,000

 

A-36
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Woodmen of the World Life Insurance Society

Attn: Kim Parrott

1700 Farnam Street

Omaha, Nebraska 68102

***@***

B

$10,000,000

 

 

A-37
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin ###-###-####

Attention: Investment Division-Private Placements

A

B

$1,500,000

$3,750,000

 

A-38
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin ###-###-####

Attention: Investment Division-Private Placements

A

B

$400,000   

$1,000,000

 

A-39
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin ###-###-####

Attention: Investment Division-Private Placements

A

B

$100,000

$250,000

 

A-40
 

  


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Travelers Casualty and Surety Company of America

c/o The Travelers Companies, Inc.

Attn: Fixed Income Dept

385 Washington Street

St. Paul, Minnesota 55102-1396

E-mail: ***@***

B $7,000,000

 

A-41
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Southern Farm Bureau Life Insurance Company

1401 Livingston Lane

Jackson, MS 39213

Attn: Investment Department

A

B

$2,000,000

$3,000,000

 

A-42
 

  


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Country Life Insurance Company

1705 N Towanda Avenue

Bloomington, Illinois 61702

Attention: Investments

Telephone: (309) 821-6260; Fax: (309) 821-6301

***@***

B $4,000,000

 

A-43
 

 


Name of and Address

of Purchaser

 


Tranche
of Notes

 

Principal Amount
of Notes to be
Purchased

 

Country Mutual Insurance Company

1705 N Towanda Avenue

Bloomington, Illinois 61702

Attention: Investments

Telephone: (309) 821-6260; Fax: (309) 821-6301

***@***

B $1,000,000

 

A-44
 

 

Supplemental Representations

 

Each Obligor represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect to the Series 2015A Notes with the same force and effect as if each reference to “Series 2008A Notes” set forth therein was modified to refer to the “Series 2015A Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the First Supplement, the Second Supplement and the Third Supplement. Capitalized terms used herein without definition herein or in the First Supplement or the Second Supplement have the respective meanings ascribed to them in the Note Purchase Agreement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement, where similar sections exist, which are supplemented hereby:

 

Section 5.1. Organization; Power and Authority. Each Obligor is a corporation, partnership, limited liability company or similar business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate (or equivalent company or partnership) power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Supplement and the Series 2015A Notes and to perform the provisions hereof and thereof.

 

Section 5.3. Disclosure. The Private Placement Memorandum dated May 2015, including the filings made by the Company with the U.S. Securities and Exchange Commission that are incorporated therein by reference (collectively, the “Memorandum”) fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. The Note Purchase Agreement (as amended and supplemented to date), the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Obligors in connection with the transactions contemplated hereby, and the financial statements described on Schedule 5.5 to the Third Supplement (the Note Purchase Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2014, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Obligors that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

 

Exhibit A

(to Third Supplement to Master Note Purchase Agreement)

  

 
 

  

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

 

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

 

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

 

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

 

Section 5.9. Taxes. The Obligors have filed all tax returns that are required to have been filed in any jurisdiction (unless, and only to the extent that, such Obligor has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes), and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which any Obligor or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. None of the Obligors knows of any basis for any other tax or assessment that would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of Obligors have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2010.

 

A-2
 

  

Section 5.13. Private Offering by the Obligors. None of the Obligors nor anyone acting on its behalf has offered the Series 2015A Notes, or any securities required to be integrated under any federal or state securities laws, for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than 60 other Institutional Investors, each of which has been offered the Series 2015A Notes at a private sale for investment. None of the Obligors nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2015A Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

 

Section 5.14. Use of Proceeds; Margin Regulations. The Obligors will apply the proceeds of the sale of the Series 2015A Notes to refinance existing Indebtedness and for general corporate purposes of the Obligors, which may include acquisitions. No part of the proceeds from the sale of the Series 2015A Notes pursuant to the Third Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Obligors in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

 

Section 5.15. Existing Indebtedness. Except as described therein, Schedule 5.15 to the Third Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of May 31, 2015 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Obligors. None of the Obligors is in default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of any Obligor, and no event or condition exists with respect to any Indebtedness of any Obligor that, in each case, (i) has existed for such period of time as would permit (after the giving of appropriate notice, if required) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment and (ii) would reasonably be expected to have a Material Adverse Effect.

 

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

 

A-3
 

  

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

 

A-4
 

 

SCHEDULE 5.4

 

Subsidiaries

 

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
ACE SOLID WASTE, INC. Minnesota Corporation
ADVANCED SYSTEMS PORTABLE RESTROOMS, INC. Oregon Corporation
Alaska Waste-Interior, LLC Alaska Limited Liability Company
Alaska waste-kenai Peninsula, llc Alaska Limited Liability Company
alaska waste mat-su, LLC Alaska Limited Liability Company
AMERICAN DISPOSAL COMPANY, INC. Washington Corporation
ANDERSON COUNTY LANDFILL, INC. Delaware Corporation
ANDERSON REGIONAL LANDFILL, LLC Delaware Limited Liability Company
ARKANSAS RECLAMATION COMPANY, LLC Arkansas Limited Liability Company
AUSTIN LANDFILL HOLDINGS, INC. Delaware Corporation
BISON BUTTE ENVIRONMENTAL, LLC Minnesota Limited Liability Company
BITUMINOUS RESOURCES, INC. Kentucky Corporation
BRENT RUN LANDFILL, INC. Delaware Corporation
BROADACRE LANDFILL, INC. Colorado Corporation
BUTLER COUNTY LANDFILL, INC. Nebraska Corporation
CALPET, LLC Wyoming Limited Liability Company
CAMINO REAL ENVIRONMENTAL CENTER, INC. New Mexico Corporation
CAPITAL REGION LANDFILLS, INC. New York Corporation
Carpenter Waste Holdings, LLC New York Limited Liability Company
CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC. North Carolina Corporation

 

Schedule 5.4

(to Third Supplement to Master Note Purchase Agreement)

 

 
 

  

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
CHIMNEY BUTTE ENVIRONMENTAL L.L.C. Minnesota Limited Liability Company
CHIQUITA CANYON, INC. Delaware Corporation
CHIQUITA CANYON, LLC Delaware Limited Liability Company
CLAY BUTTE ENVIRONMENTAL, LLC Minnesota Limited Liability Company
Clifton Organics, LLC New York Limited Liability Company
COLD CANYON LAND FILL, INC. California Corporation
COLUMBIA RESOURCE CO., L.P. Washington Limited Partnership
COLUMBIA RIVER DISPOSAL, INC. Washington Corporation
COMMUNITY REFUSE DISPOSAL INC. Nebraska Corporation
CONTRACTORS WASTE SERVICES, INC. Kentucky Corporation
CORRAL DE PIEDRA LAND COMPANY California Corporation
County Waste — Ulster, LLC New York Limited Liability Company
COUNTY WASTE AND RECYCLING SERVICE, INC. New York Corporation
COUNTY WASTE TRANSFER CORP. New York Corporation
CRI HOLDINGS, LLC Delaware Limited Liability Company
CURRY TRANSFER & RECYCLING, INC. Oregon Corporation
CWI ACQUISITION, LLC North Carolina Limited Liability Company
D. M. DISPOSAL CO., INC. Washington Corporation
DELTA CONTRACTS, LLC Delaware Limited Liability Company
DENVER REGIONAL LANDFILL, INC. Colorado Corporation
DIVERSIFIED BUILDINGS, L.L.C. Kansas Limited Liability Company
DNCS PROPERTIES, LLC Arizona Limited Liability Company

 

5.4-6
 

 

 

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
EAGLE FORD RECLAMATION COMPANY, LLC Texas Limited Liability Company
EL PASO DISPOSAL, LP Texas Limited Partnership
ELKO SANITATION COMPANY Nevada Corporation
EMPIRE DISPOSAL, INC. Washington Corporation
ENTECH ALASKA LLC Alaska Limited Liability Company
ENVIRONMENTAL TRUST COMPANY Tennessee Corporation
EVERGREEN DISPOSAL, INC. Montana Corporation
FINLEY-BUTTES LIMITED PARTNERSHIP Oregon Limited Partnership
FINNEY COUNTY LANDFILL, INC. Delaware Corporation
Fort Ann Transfer Station, LLC New York Limited Liability Company
FRONT RANGE LANDFILL, INC. Delaware Corporation
G & P DEVELOPMENT, INC. Nebraska Corporation
GBUSA HOLDINGS, LLC North Carolina Limited Liability Company
GOD BLESS THE USA, INCORPORATED North Carolina Corporation
GREEN WASTE SOLUTIONS OF ALASKA, LLC Alaska Limited Liability Company
HARDIN SANITATION, INC. Idaho Corporation
HAROLD LEMAY ENTERPRISES, INCORPORATED Washington Corporation
HIGH DESERT SOLID WASTE FACILITY, INC. New Mexico Corporation
HUDSON VALLEY WASTE HOLDING, INC. Delaware Corporation
ISLAND DISPOSAL, INC. Washington Corporation
J BAR J LAND, INC. Nebraska Corporation
LACASSINE HOLDINGS, L.L.C. Louisiana Limited Liability Company
LAKESHORE DISPOSAL, INC. Idaho Corporation
LAUREL RIDGE LANDFILL, L.L.C. Delaware Limited Liability Company

 

5.4-7
 

 

 

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
LEALCO, INC. Texas Corporation
LFC, INC. Delaware Corporation
LIGHTNING BUTTE ENVIRONMENTAL, LLC Minnesota Limited Liability Company
LOUISIANA RECLAMATION COMPANY, L.L.C. Louisiana Limited Liability Company
MADERA DISPOSAL SYSTEMS, INC. California Corporation
MAMMOTH DISPOSAL COMPANY California Corporation
MANAGEMENT ENVIRONMENTAL NATIONAL, INC. Washington Corporation
MASON COUNTY GARBAGE CO., INC. Washington Corporation
MBO, LLC Delaware Limited Liability Company
MDSI OF LA, INC. California Corporation
MILLENNIUM WASTE INCORPORATED Indiana Corporation
MISSION COUNTRY DISPOSAL California Corporation
MORRO BAY GARBAGE SERVICE California Corporation
MURREY’S DISPOSAL COMPANY, INC. Washington Corporation
NEBRASKA ECOLOGY SYSTEMS, INC. Nebraska Corporation
NOBLES COUNTY LANDFILL, INC. Minnesota Corporation
NORTHWEST CONTAINER SERVICES, INC. Oregon Corporation
OKLAHOMA CITY WASTE DISPOSAL, INC. Oklahoma Corporation
OKLAHOMA LANDFILL HOLDINGS, INC. Delaware Corporation
OSAGE LANDFILL, INC. Oklahoma Corporation
PIERCE COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC Washington Limited Liability Company
POTRERO HILLS LANDFILL, INC. California Corporation
PRAIRIE DISPOSAL, LLC North Dakota Limited Liability Company
PRAIRIE LIQUIDS, LLC Delaware Limited Liability Company
PSI ENVIRONMENTAL SERVICES, INC. Indiana Corporation
PSI ENVIRONMENTAL SYSTEMS, INC. Indiana Corporation

 

5.4-8
 

 

 

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
R.A. BROWNRIGG INVESTMENTS, INC. Oregon Corporation
R.J.C. TRUCKING CO. Oregon Corporation
R360 ARTESIA, LLC Delaware Limited Liability Company
R360 CLACO, LLC Delaware Limited Liability Company
R360 ENVIRONMENTAL SOLUTIONS, LLC Delaware Limited Liability Company
R360 ENVIRONMENTAL SOLUTIONS HOLDINGS, INC. Delaware Corporation
R360 ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC Delaware Limited Liability Company
R360 ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC Delaware Limited Liability Company
R360 ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC Delaware Limited Liability Company
R360 ES HOLDINGS, INC. Delaware Corporation
R360 HITCHCOCK, LLC Delaware Limited Liability Company
R360 LOGISTICS, LLC Delaware Limited Liability Company
R360 OKLAHOMA, LLC Delaware Limited Liability Company
R360 PERMIAN BASIN, LLC New Mexico Limited Liability Company
R360 RED BLUFF, LLC Texas Limited Liability Company
R360 SHUTE CREEK, LLC Delaware Limited Liability Company
R360 SILO, LLC Delaware Limited Liability Company
R360 WILLISTON BASIN, LLC Delaware Limited Liability Company
RAILROAD AVENUE DISPOSAL, LLC Delaware Limited Liability Company
RED CARPET LANDFILL, INC. Oklahoma Corporation

 

5.4-9
 

 

 

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
RENSSELAER REGION LANDFILLS, INC. Delaware Corporation
RH FINANCIAL CORPORATION Washington Corporation
RICH VALLEY, LLC Minnesota Limited Liability Company
RKS HOLDING, CORP. New York Corporation
S.A. DUNN & COMPANY, LLC New York Limited Liability Company
SAN LUIS GARBAGE COMPANY California Corporation
SANIPAC, INC. Oregon Corporation
SCOTT SOLID WASTE DISPOSAL COMPANY Tennessee Corporation
SCOTT WASTE SERVICES, LLC Kentucky Limited Liability Company
SEABREEZE RECOVERY, INC. Delaware Corporation
SECTION 18, LLC Minnesota Limited Liability Company
SEDALIA LAND COMPANY Colorado Corporation
SHALE GAS SERVICES, LLC Arkansas Limited Liability Company
Sierra Holding Group, LLC New York Limited Liability Company
Sierra Processing, LLC New York Limited Liability Company
SILVER SPRINGS ORGANICS L.L.C. Washington Limited Liability Company
SJ RECLAMATION, INC. Delaware Corporation
SKB (AUSTIN) ENVIRONMENTAL, LLC Minnesota Limited Liability Company
SKB ENVIRONMENTAL, INC. Minnesota Corporation
SKB RECYCLING, LLC Minnesota Limited Liability Company
SMOKY BUTTE ENVIRONMENTAL, LLC Minnesota Limited Liability Company
SOUTH COUNTY SANITARY SERVICE, INC. California Corporation
Sterling Avenue Properties, LLC New York Limited Liability Company

 

5.4-10
 

  

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
STUTZMAN REFUSE DISPOSAL INC. Kansas Corporation
TACOMA RECYCLING COMPANY, INC. Washington Corporation
TENNESSEE WASTE MOVERS, INC. Delaware Corporation
THUNDER BUTTE ENVIRONMENTAL, LLC Minnesota Limited Liability Company
US LIQUIDS OF LA, L.P. Delaware Limited Partnership
VOORHEES SANITATION, L.L.C. Idaho Limited Liability Company
WASCO COUNTY LANDFILL, INC. Delaware Corporation
WASTE CONNECTIONS MANAGEMENT SERVICES, INC. Delaware Corporation
WASTE CONNECTIONS OF ALABAMA, INC. Delaware Corporation
WASTE CONNECTIONS OF ALASKA, INC. Delaware Corporation
WASTE CONNECTIONS OF ARIZONA, INC. Delaware Corporation
WASTE CONNECTIONS OF ARKANSAS, INC. Delaware Corporation
WASTE CONNECTIONS OF CALIFORNIA, INC. California Corporation
WASTE CONNECTIONS OF COLORADO, INC. Delaware Corporation
WASTE CONNECTIONS OF GEORGIA, INC. Delaware Corporation
WASTE CONNECTIONS OF IDAHO, INC. Indiana Corporation
WASTE CONNECTIONS OF ILLINOIS, INC. Delaware Corporation
WASTE CONNECTIONS OF IOWA, INC. Iowa Corporation
WASTE CONNECTIONS OF KANSAS, INC. Delaware Corporation
WASTE CONNECTIONS OF KENTUCKY, INC. Delaware Corporation
WASTE CONNECTIONS OF LEFLORE, LLC Mississippi Limited Liability Company
WASTE CONNECTIONS OF LOUISIANA, INC. Delaware Corporation
WASTE CONNECTIONS OF MINNESOTA, INC. Minnesota Corporation
WASTE CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC Mississippi Limited Liability Company
WASTE CONNECTIONS OF MISSISSIPPI, INC. Delaware Corporation
WASTE CONNECTIONS OF MONTANA, INC. Delaware Corporation
WASTE CONNECTIONS OF NEBRASKA, INC. Delaware Corporation

 

5.4-11
 

  

Name of Subsidiary STATE OF
FORMATION
ENTITY TYPE
WASTE CONNECTIONS OF NEW MEXICO, INC. Delaware Corporation
WASTE CONNECTIONS OF NORTH CAROLINA, INC. Delaware Corporation
WASTE CONNECTIONS OF NORTH DAKOTA, INC. Delaware Corporation
WASTE CONNECTIONS OF OKLAHOMA, INC. Oklahoma Corporation
WASTE CONNECTIONS OF OREGON, INC. Oregon Corporation
WASTE CONNECTIONS OF SOUTH CAROLINA, INC. Delaware Corporation
WASTE CONNECTIONS OF SOUTH DAKOTA, INC. South Dakota Corporation
WASTE CONNECTIONS OF TENNESSEE, INC. Delaware Corporation
WASTE CONNECTIONS OF TEXAS, LLC Delaware Limited Liability Company
WASTE CONNECTIONS OF THE CENTRAL VALLEY, INC. California Corporation
WASTE CONNECTIONS OF UTAH, INC. Delaware Corporation
WASTE CONNECTIONS OF WASHINGTON, INC. Washington Corporation
WASTE CONNECTIONS OF WYOMING, INC. Delaware Corporation
WASTE CONNECTIONS TRANSPORTATION COMPANY, INC. Oregon Corporation
WASTE REDUCTION SERVICES, L.L.C. Oregon Limited Liability Company
WASTE SERVICES OF N.E. MISSISSIPPI, INC. Mississippi Corporation
WASTE SOLUTIONS GROUP OF SAN BENITO, LLC Delaware Limited Liability Company
WCI AUSTIN LANDFILL, LLC Minnesota Limited Liability Company
WCI-WHITE OAKS LANDFILL, INC. Delaware Corporation
WEST BANK ENVIRONMENTAL SERVICES, INC. Indiana Corporation
WEST COAST RECYCLING AND TRANSFER, INC. Oregon Corporation
WYOMING ENVIRONMENTAL SERVICES, INC. Indiana Corporation
YAKIMA WASTE SYSTEMS, INC. Washington Corporation

 

5.4-12
 

 

Excluded Subsidiaries

 

COMPANY STATE OF
FORMATION
ENTITY TYPE
ECOSORT, L.L.C. Oregon Limited Liability Company
WEST VALLEY COLLECTION & RECYCLING, LLC California Limited Liability Company

 

Affiliates

 

None.

 

5.4-13
 

 

Officers of Waste Connections, Inc.

 

Name   Office
Ronald J. Mittelstaedt   Chairman and Chief Executive Officer
Steven F. Bouck   President
Worthing F. Jackman   Executive Vice President and Chief Financial Officer
Darrell W. Chambliss   Executive Vice President and Chief Operating Officer
David G. Eddie   Senior Vice President Chief Accounting Officer
David M. Hall   Senior Vice President – Sales and Marketing
James M. Little   Senior Vice President – Engineering and Disposal
Patrick J. Shea   Senior Vice President, General Counsel and Secretary
Eric O. Hansen   Vice President – Chief Information Officer
Matthew S. Black   Vice President and Chief Tax Officer
Robert M. Cloninger   Vice President, Deputy General Counsel and Assistant Secretary
Susan R. Netherton   Vice President – People, Training and Development
Scott I. Schreiber   Vice President – Disposal Operations
Gregory Thibodeaux   Vice President – Maintenance and Fleet Management
Mary Anne Whitney   Vice President – Finance
Richard K. Wojahn   Vice President – Business Development

 

Directors of Waste Connections, Inc.

 

Ronald J. Mittelstaedt
Robert H. Davis
Edward E. Guillet
Michael W. Harlan
William J. Razzouk

 

5.4-14
 

 

List of Restrictive Agreements of any Subsidiary

Pursuant to Section 5.4(c) as set forth in Exhibit A to the Third Supplement

 

1.None.

 

5.4-15
 

  

SCHEDULE 5.5

 

Financial Statements

 

1.Financial Statements set forth in the Company’s Form 10-Q for the period ended March 31, 2015.
2.Financial Statements set forth in the Company’s Form 10-K for the period ended December 31, 2014.
3.Financial Statements set forth in the Company’s Form 10-K for the period ended December 31, 2013.
4.Financial Statements set forth in the Company’s Form 10-K for the period ended December 31, 2012.
5.Financial Statements set forth in the Company’s Form 10-K for the period ended December 31, 2011.
6.Financial Statements set forth in the Company’s Form 10-K for the period ended December 31, 2010.

 

Schedule 5.5

(to Third Supplement to Master Note Purchase Agreement)

 

 
 

  

SCHEDULE 5.15

Existing Indebtedness

 

Lender Borrower Principal Amount
Outstanding
(US$)
Present Value (US$) Collateral Guaranty Other
than Obligor
Credit Facility Banks Waste Connections, Inc. 506,000,000 506,000,000 Unsecured  
Term Loan Facility Banks Waste Connections, Inc. 800,000,000 800,000,000    
California Pollution Control Financing Authority Waste Connections, Inc. 15,500,000 15,500,000    
Washington Economic Development Finance Authority Harold LeMay Enterprises, Incorporated 15,930,000 15,930,000    
SEI Solid Waste, Inc. Waste Connections of California, Inc. 1,750,000 879,440    
Michael L. Zupan Waste Connections of Colorado, Inc. 308,333 260,479    
Commencement Bay Guardianship Services LeMay Enterprises, Inc. 854,075 659,832    
Antonio M. Totorica Lakeshore Disposal, Inc. 17,500 16,355 All Assets and Vehicles  
Brenda Totorica Lakeshore Disposal, Inc. 17,500 16,355 All Assets and Vehicles  

 

Schedule 5.15

(to Third Supplement to Master Note Purchase Agreement)

 

 
 

  

Lender Borrower Principal Amount
Outstanding
(US$)
Present Value (US$) Collateral Guaranty Other
than Obligor
Craig and Linda Van Bockern Waste Connections of South Dakota, Inc. 200,000 164,171    
Stutzman Trusts Waste Connections of Kansas, Inc. 1,000,000 1,000,000    
Paul and Brenda Pennington Waste Connections of Tennessee, Inc. 725,000 599,671 Deed of Trust  
Blue Star Holdings, Inc. Waste Connections, Inc. 2,150,000 1,063,483    
Private Placement Senior Note Holders Waste Connections, Inc.             175,000,000             175,000,000    
Private Placement Senior Note Holders Waste Connections, Inc.       175,000,000       175,000,000    
Private Placement Senior Note Holders Waste Connections, Inc.             250,000,000             250,000,000    
Town of Colonie Capital Regional Landfills, Inc. 2,875,000 2,808,132    
Adrian Holman and Bryce Karger R360 Permian Basin, LLC 7,500,000 5,088,322    
Total Existing Indebtedness   1,954,827,408 1,949,986,240    

  

5.15-18
 

  

SCHEDULE 10.2

Existing Liens

 

See Schedule 5.15 for Indebtedness secured by Collateral.

  

Schedule 10.2

(to Third Supplement to Master Note Purchase Agreement)

 

 
 

  

[Form of Tranche A Note]

 

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

 

Waste Connections, Inc.
and its Subsidiaries

 

3.09% Senior Note, Series 2015A, Tranche A, due August 20, 2022

 

No. RA- [_____] [Date]
$[_______] PPN [___________]

 

For Value Received, each of the undersigned, Waste Connections, Inc. (herein called the “Company”), a corporation organized and existing under the laws of Delaware, and its Subsidiaries signatory below, jointly and severally hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on August 20, 2022, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.09% per annum from the date hereof, payable semiannually, on the 20th day of February and August in each year, commencing with February 20, 2016, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.09% or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A., from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

 

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

 

Exhibit 1(a)

(to Third Supplement to Master Note Purchase Agreement)

 

 
 

  

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase Agreement, dated as of July 15, 2008 (as from time to time amended, modified or supplemented, the “Note Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 of the Note Purchase Agreement and paragraph 6 of the Third Supplement to Master Note Purchase Agreement dated as of June 11, 2015, between the Obligors and the Purchasers named therein. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

 

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

 

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

 

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

 

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

 

  Waste Connections, Inc.
  [Names of other Obligors]
     
  By  
    Name:
    Title:

 

1(a)- 2
 

 

 

[Form of Tranche B Note]

 

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

 

Waste Connections, Inc.
and its Subsidiaries

 

3.41% Senior Note, Series 2015A, Tranche B, due August 20, 2025

 

No. RB- [_____] [Date]
$[_______] PPN [___________]

 

For Value Received, each of the undersigned, Waste Connections, Inc. (herein called the “Company”), a corporation organized and existing under the laws of Delaware, and its Subsidiaries signatory below, jointly and severally hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on August 20, 2025, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.41% per annum from the date hereof, payable semiannually, on the 20th day of February and August in each year, commencing with February 20, 2016, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.41% or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A., from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

 

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

 

Exhibit 1(b)

(to Third Supplement to Master Note Purchase Agreement)

 

 
 

  

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase Agreement, dated as of July 15, 2008 (as from time to time amended, modified or supplemented, the “Note Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 of the Note Purchase Agreement and paragraph 6 of the Third Supplement to Master Note Purchase Agreement dated as of June 11, 2015, between the Obligors and the Purchasers named therein. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

 

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

 

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

 

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

 

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

 

  Waste Connections, Inc.
  [Names of other Obligors]
   
  By  
    Name:
    Title:

 

1(b)- 2