Exhibit 1.1
WASTE CONNECTIONS, INC.
$750,000,000
5.000% Senior Notes due 2034
Underwriting Agreement
February 15, 2024
BofA Securities, Inc.
X.X. Xxxxxx Securities LLC
PNC Capital Markets LLC
Truist Securities, Inc.
As Representatives of the
several Underwriters listed
in Schedule 1 hereto
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
New York, New York 10179
c/o PNC Capital Markets LLC
000 Xxxxx Xxxxxx, 00xx Xx.
Pittsburgh, Pennsylvania 15222
c/o Truist Securities, Inc.
0000 Xxxxxxxxx Xxxx XX
Atlanta, Georgia 30326
Ladies and Gentlemen:
Waste
Connections, Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”),
proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom
you are acting as representatives (the “Representatives”), $750,000,000 principal amount of its 5.000% Senior Notes
due 2034 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of November 16,
2018 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the
“Trustee”), as amended by a Supplemental Indenture to be dated as of February 21, 2024 (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”).
The Company hereby confirms
its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:
1. Registration
Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities
Act”), a registration statement on Form S-3 (File No. 333-259244), including a base prospectus, relating to the Securities.
Such registration statement, as amended as of the date hereof, including the information, if any, deemed pursuant to Rule 430A,
430B or 430C under the Securities Act to be part of the registration statement (“Rule 430 Information”), is referred
to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus”
means any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to the offering of
the Securities and the base prospectus included in the Registration Statement, and the term “Prospectus” means the
prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities
Act) in connection with confirmation of sales of the Securities. Any reference in this underwriting agreement (this “Agreement”)
to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement
or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment”
or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by
reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement
and the Prospectus.
At or prior to 3:10 P.M.,
New York City time, on February 15, 2024, the time when sales of the Securities were first made (the “Time of Sale”),
the Company had prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary
Prospectus, dated as of February 15, 2024, and (ii) each “free-writing prospectus” (as defined pursuant
to Rule 405 under the Securities Act) listed on Annex A hereto.
The Company intends to use
the proceeds of the offering of the Securities to repay a portion of the borrowings outstanding under the Existing Revolving Credit Facility
and a portion of the term loan outstanding under the Existing 2021 Term Credit Facility.
2. Purchase
and Sale of the Securities.
(a) The
Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the
basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally
and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s
name in Schedule 1 hereto at a price equal to 98.185% of the principal amount thereof plus accrued interest, if any, from February 21,
2024 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for
all the Securities to be purchased as provided herein.
(b) The
Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this
Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the
Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate
of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment
for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City
time, on February 21, 2024, or at such other time or place on the same or such other date, not later than the fifth business day
thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred
to herein as the “Closing Date.”
(d) Payment
for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the
Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters,
of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes
payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically
for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The
Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty
to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of
the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither
the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting
or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no
responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company,
the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives
or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.
(f) Each
Underwriter hereby represents, covenants and agrees with the Company that neither it nor any affiliate will directly or indirectly undertake
a distribution (as such term is defined in the applicable securities laws, rules, regulations and published policy statements, blanket
orders, orders, national and local instruments and notices applicable in each of the provinces and territories of Canada (collectively,
the “Canadian Securities Laws”)) in Canada or to persons or companies in Canada.
3. Representations
and Warranties of the Company. The Company represents and warrants to each Underwriter that:
(a) Registration
Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under
Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and
no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration
Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against
the Company or related to the offering of the Securities has been initiated or threatened by the Commission; as of the applicable effective
date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects
with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder
(collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and
as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty
with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1)
of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in
the Registration Statement and the Prospectus and any amendment or supplement thereto.
(b) Preliminary
Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any
statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.
(c) Time
of Sale Information. The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect
to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the
Company in writing by such Underwriter through the Representatives expressly for use in the Time of Sale Information or the Prospectus.
No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information, and no statement of material
fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.
(d) Issuer
Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as
such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer
to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to
sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other
than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”)
other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134
under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) each document listed on Annex A
hereto (which constitute part of the Time of Sale Information) and (v) any electronic road show or other written communications,
in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material
respects with the Securities Act and has been or will be (within the time period specified in Rule 433) filed in accordance with
the Securities Act (to the extent required thereby). Each Issuer Free Writing Prospectus, when taken together with the Preliminary Prospectus
accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, at the Time
of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing
Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.
(e) Incorporated
Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information,
when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such
documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by
reference in the Registration Statement, the Prospectus or the Time of Sale Information, at the Time of Sale and at the Closing Date,
will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
(f) Financial
Statements. The financial statements and the related notes thereto included or incorporated by reference in each of the Registration
Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities
Act, the Exchange Act and the applicable Canadian Securities Laws, as applicable, and present fairly, in all material respects, the financial
position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes
in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting
principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and
the supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and the Time of
Sale Information present fairly, in all material respects, the information required to be stated therein. The other financial information
included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus has been
derived from the accounting records of the Company and its subsidiaries and presents fairly, in all material respects, the information
shown therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement, the Prospectus and the Time of Sale Information fairly presents the information called for in all material respects and is
prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(g) No
Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference
in each of the Registration Statement, the Time of Sale Information and the Prospectus, (i) there has not been any change in the
share capital (other than the issuance of common shares upon exercise of share options and warrants or vesting of awards described as
outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the
Time of Sale Information and the Prospectus) or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution
of any kind declared, set aside for payment, paid or made by the Company on any class of share capital, or any material adverse change,
or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position,
results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its
subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred
any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither
the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and
its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor
disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each
case as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus.
(h) Organization
and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing
under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each
jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification,
and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are
engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in
the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects
of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement and
the Securities (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than the entities listed on Schedule 2 hereto.
(i) Due
Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture
(collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action
required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation
of the transactions contemplated thereby has been duly and validly taken.
(j) The
Indenture. The Indenture has been duly authorized by the Company and on the Closing Date will be duly executed and delivered by
the Company and, when the Supplemental Indenture has been duly executed and delivered in accordance with its terms by each of the parties
thereto, the Indenture will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability
Exceptions”); and the Indenture will conform in all material respects to the requirements of the Trust Indenture Act.
(k) The
Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered
as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid
and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability
Exceptions, and will be entitled to the benefits of the Indenture.
(l) Underwriting
Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(m) Descriptions
of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in
each of the Registration Statement, the Time of Sale Information and the Prospectus.
(n) No
Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its articles or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; and (iii) in
violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually
or in the aggregate, have a Material Adverse Effect.
(o) No
Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party, the
issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated
by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of
any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries
is subject, (ii) result in any violation of the provisions of the articles or by-laws or similar organizational documents of the
Company or (iii) result in the violation by the Company of any law or statute or any judgment, order, rule or regulation of
any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any
such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material
Adverse Effect.
(p) No
Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or
governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction
Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the
qualification of the Indenture under the Trust Indenture Act, (iii) any required filings with the Financial Industry Regulatory
Authority and (iv) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under
applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters. It is not necessary
in connection with the issuance and sale of the Securities to the Underwriters and the offer, resale and delivery of the Securities by
the Underwriters to subsequent purchasers located outside of Canada, in each case in the manner contemplated by this Agreement, to file
and obtain a receipt for a prospectus with and from any Canadian Securities Commission to qualify such offer, sale or delivery of the
Securities under Canadian Securities Laws.
(q) Legal
Proceedings. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are
no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”)
pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries
is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably
be expected to have a Material Adverse Effect; no such Actions are, to the knowledge of the Company, threatened by any governmental or
regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities
Act to be described in the Registration Statement or the Prospectus that are not so described in the Registration Statement, the Time
of Sale Information and the Prospectus and (ii) there are no contracts or other documents or statutes or regulations that are required
under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement and the Prospectus
that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Time of Sale Information
and the Prospectus.
(r) Independent
Accountants. Xxxxx Xxxxxxxx LLP, which has certified certain financial statements of the Company and its subsidiaries, is an independent
registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted
by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act. There has
not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the
Canadian Securities Administrators) with respect to Xxxxx Xxxxxxxx LLP, and any non-audit services provided to the Company and its subsidiaries
by Xxxxx Xxxxxxxx LLP have been approved by the audit committee of the board of directors of the Company.
(s) Title
to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights
to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and
its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those
that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries
or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(t) Cybersecurity.
(i)(x) Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there has been no security
breach of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks,
hardware, software or technology (collectively, “IT Systems”), resulting in the unauthorized use, access, misappropriation
or modification of the data of their respective customers, employees, suppliers, vendors and any third-party data maintained by or on
behalf of them (collectively, “Customer Personal Data”) or other personal, personally identifiable, sensitive, confidential
or regulated data in connection with their respective businesses and (y) the Company and its subsidiaries have not been notified
of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach to their IT Systems
resulting in such use, access, misappropriation or modification; except, as has not, in the case of this clause (i), resulted in any
material liability for the Company and its subsidiaries; (ii) the Company and its subsidiaries are presently in compliance in all
material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator
or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems
and data, and to the protection of such IT Systems and data from unauthorized use, access, misappropriation or modification; (iii) the
Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to
maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and data (including all Customer Personal Data and other personal, personally identifiable, sensitive, confidential or regulated
data) used in connection with their businesses, including backup and disaster recovery technology consistent in all material respects
with industry standards and practices, and (iv) the Company and its subsidiaries’ IT Systems are adequate for, and operate
and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries
as currently conducted, free and clear, to the Company’s knowledge, of all bugs, errors, defects, Trojan horses, time bombs, malware
and other corruptants.
(u) Intellectual
Property. (i) The Company and its subsidiaries own or have the right to use all material patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights
and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide
intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in
or necessary for the conduct of their respective businesses; (ii) to the knowledge of the Company, the Company and its subsidiaries’
conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person;
(iii) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation
of the Intellectual Property, except, in each case, for any claim that would not reasonably be expected to be material to the Company’s
and its subsidiaries’ business; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its
subsidiaries is not being infringed, misappropriated or otherwise violated by any person in any material respect.
(v) Investment
Company Act. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, will not be an “investment
company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company
Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company
Act”).
(w) Taxes.
The Company and its subsidiaries have paid all material federal, provincial, state, local and foreign taxes and filed all material
tax returns required to be paid or filed through the date hereof, except with respect to taxes that are being contested in good faith
and for which adequate reserves have been established; and except as otherwise disclosed in the Registration Statement, the Time of Sale
Information and the Prospectus, there is no material tax deficiency that has been, or could reasonably be expected to be, asserted against
the Company or any of its subsidiaries or any of their respective properties or assets, except any deficiency that is being contested
in good faith and for which adequate reserves have been established.
(x) Licenses
and Permits. The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations
issued by, and have made all declarations and filings with, the appropriate federal, provincial, state, local or foreign governmental
or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective
businesses as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, except where the failure
to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each
of the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries has received
notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to
believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course, except where
such notice or failure to renew would not, individually or in the aggregate, have a Material Adverse Effect.
(y) No
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is threatened and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees
of any of the Company’s or any of the Company’s subsidiaries’ principal suppliers, contractors or customers, except
as would not have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of cancellation
or termination with respect to any collective bargaining agreement to which it is a party, except in the normal course of the collective
bargaining process.
(z) Certain
Environmental Matters. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus: (i) The
Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, provincial, state, local
and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable
requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic
substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and
are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required
of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential
liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation
or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge
of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above,
for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except
as described in each of the Time of Sale Information and the Prospectus, (x) there is no proceeding that is pending, or that is
known by the Company or its subsidiaries to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws
in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions
of $1,000,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance
with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or
wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect on the capital expenditures,
earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates
capital expenditures relating to any Environmental Laws that would reasonably be expected to have a Material Adverse Effect.
(aa) Compliance
with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined
as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14)
of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of
the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”)
has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA
or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative
exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of
ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within
the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably
expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA), and, except as disclosed in
the Company’s most recent Annual Report on Form 10-K, no Plan that is a “multiemployer plan” within the meaning
of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of
Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued
under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the
meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur;
(vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred,
whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member
of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions
to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan
(including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the
following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions
required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its
Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’
most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement
benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations
in the Company and its subsidiaries’ most recently completed fiscal year except in each case with respect to the events or conditions
set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.
(bb) Canadian
Plans. With respect to the Canadian Plans, (i) the Company and its subsidiaries are in compliance with the terms of such plans
and all applicable laws including any applicable Canadian pension legislation and regulations, (ii) to the extent required by law
or the terms of such plan, each has been funded in accordance with the plan terms and all applicable Canadian legislation and, to the
extent applicable, generally accepted actuarial principles and practices in Canada and (iii) each has been administered in accordance
with its terms and there are no outstanding defaults or violations by the Company or any of its subsidiaries of any obligation required
to be performed by it in connection with any such plan, except, in the case of each of the immediately preceding sub-clauses (i), (ii) and
(iii), as disclosed in the Time of Sale Information and the Prospectus or as would not have a Material Adverse Effect on the Company
and its subsidiaries, taken as a whole. For the purposes of the foregoing, “Canadian Plans” means all employee benefit,
fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement,
savings, stock option, stock purchase, stock appreciation, medical, dental, disability, life insurance and similar plans, programmes
or arrangements that are subject to laws of any province or territory of Canada (or federal laws of Canada applicable therein), including,
where applicable, regulation in respect thereof, that relate to the current or former employees, officers or directors of the Company
and its subsidiaries and which are maintained, sponsored or funded by the Company or any of its subsidiaries, or under which the Company
or any of its subsidiaries has any liability, other than benefit plans established pursuant to statute or any multi-employer pension
plan within the meaning of any applicable Canadian pension legislation (a “Canadian Multi-Employer Pension Plan”).
With respect to the Canadian Multi-Employer Pension Plans, the Company and its Subsidiaries have made all required contributions to such
plans in accordance with the applicable collective agreements.
(cc) Disclosure
Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined
in Rule 13a-15(e) of the Exchange Act) that has been designed to ensure that information required to be disclosed by the Company
in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules, including controls and procedures designed to ensure that such information is accumulated and communicated
to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries
have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the
Exchange Act.
(dd) Accounting
Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined
in Rule 13a-15(f) of the Exchange Act) and as permitted under National Instrument 52-109 – Certification of Disclosure
in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators that comply with the requirements of the Exchange
Act and Canadian Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal
financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries maintain
internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information is prepared
in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement,
the Time of Sale Information and the Prospectus, there are no material weaknesses or significant deficiencies in the Company’s
internal controls.
(ee) Canadian
Reporting Issuer. The Company is a “reporting issuer” (within the meaning of Canadian Securities Laws) in each of the
provinces of Canada, is not on the list of defaulting reporting issuers or noted in default on the list of reporting issuers maintained
by any Canadian Securities Commission in such jurisdictions and is not in default of any material requirement of Canadian Securities
Laws in any such jurisdiction.
(ff) Insurance.
The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including
business interruption insurance, which insurance is in amounts and insures against such losses and risks as is generally maintained by
companies engaged in the same or a similar business to protect the Company and its subsidiaries and their respective businesses; and
neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements
or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable
cost from similar insurers as may be necessary to continue its business.
(gg) No
Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any of their officers or directors nor, to the knowledge
of the Company, any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting
on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization
of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any
of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation
of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD
Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the
Bribery Act 2010 of the United Kingdom, the Corruption of Foreign Public Officials Act (Canada) or any other applicable anti-bribery
or anti-corruption laws of all jurisdictions where the Company or any of its subsidiaries conducts business; or (iv) made, offered,
agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any
rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted,
maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with
all applicable anti-bribery and anti-corruption laws.
(hh) Compliance
with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the applicable money laundering
statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.
(ii) No
Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor any of their officers or directors nor, to the
knowledge of the Company, any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with
or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or
enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person”), the Government of Canada, the United Nations Security Council, the European Union, His Majesty’s
Treasury, or other relevant sanctions authority in any jurisdiction where the Company or any of its subsidiaries conducts business (collectively,
“Sanctions”), nor is the Company, any of its subsidiaries organized, resident or operating in a country or territory
that is the subject or target of Sanctions (which are currently the so-called Donetsk People’s Republic, so-called Luhansk
People’s Republic and Crimea regions of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions and
any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, Syria and North Korea (each, a “Sanctioned
Country”)); and the Company will not directly or, to its knowledge, indirectly use the proceeds of the offering of the Securities
hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or
entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation,
is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in
any other manner that, to the Company’s knowledge, will result in a violation by any person (including any person participating
in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three years,
the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with
any person that at the time of the dealing or transaction, is or was the subject or the target of Sanctions, or with any Sanctioned Country.
(jj)
Senior Indebtedness. The Securities shall constitute senior (unsubordinated) indebtedness
of the Company.
(kk)
No Restrictions on Subsidiaries. Except for any restrictions under (i) any
applicable corporate, limited partnership, limited liability company, or other similar organizational law, (ii) the Articles of
Waste Connections West Inc. (formerly known as RRR Operations Inc.), or (iii) any agreement between (or among) the Company (and/or
any one or more of its subsidiaries) and any one or more of its subsidiaries, no subsidiary of the Company is currently prohibited, directly
or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company,
from making any other distribution on such subsidiary’s share capital or similar ownership interest, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to
the Company or any other subsidiary of the Company, except as described in each of the Registration Statement, the Time of Sale Information
and the Prospectus and that will be permitted by the Indenture.
(ll) No
Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to
cause or result in any stabilization or manipulation of the price of the Securities.
(mm) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) included or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus has
been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(nn) Statistical
and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and
market-related data included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the
Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.
(oo) Xxxxxxxx-Xxxxx
Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s
directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of
2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”),
including Section 402 related to loans and Sections 302 and 906 related to certifications.
(pp) Status
under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under
the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.
(qq) No
Withholding Tax. Except, in each case, as otherwise disclosed in the Registration Statement, the Time of Sale Information and the
Prospectus, and subject to the limitations and qualifications stated in the Time of Sale Information and the Prospectus, all payments
to be made by the Company on or by virtue of the execution, delivery or performance of the Transaction Documents and all interest, principal,
premium, if any, additional amounts, if any, and other payments under the Transaction Documents, under the current laws and regulations
of Canada and any political subdivision thereof having the power to tax (each, a “Canadian Taxing Jurisdiction”),
will not be subject to withholding taxes under the current laws and regulations of the Canadian Taxing Jurisdiction and are otherwise
payable free and clear of any other withholding tax in the Canadian Taxing Jurisdiction and without the necessity of obtaining any governmental
authorization in the Canadian Taxing Jurisdiction.
(rr) Stamp
Taxes. There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges (“Stamp Taxes”)
required to be paid by or on behalf of the Underwriters in Canada or any political subdivision or taxing authority thereof on the execution
and delivery of the Transaction Documents or the offer or sale of the Securities in the manner contemplated by the Transaction Documents.
(ss) Enforcement
of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court
located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against the Company
based upon any of the Transaction Documents would be enforceable against the Company by the courts of a province or territory of Canada
and any court competent to hear an appeal therefrom (each, a “Canadian Court”), without reconsideration or reexamination
of the merits, provided that: (i) the action to enforce the judgment must be commenced within any applicable limitation period,
(ii) a Canadian Court will have the discretion to stay or decline to hear the enforcement action if there is another subsisting
judgment in any jurisdiction relating to the same cause of action as the judgment, (iii) the Canadian Court will render judgment
only in Canadian dollars and (iv) an action on the judgment may be affected by bankruptcy, insolvency or other laws affecting the
enforcement of creditors’ rights generally; and further subject to the following defenses: (A) if the judgment was obtained
by fraud or in a manner contrary to the principles of natural justice, (B) if the judgment is for a claim which would be characterized
as based on a foreign revenue, expropriatory, penal or other public law (C) if the judgment is contrary to public policy or to an
order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal
under the Competition Act (Canada) in respect of certain judgments referred to in these statutes; or if the judgment has been
satisfied or is void under New York law.
(tt) Valid
Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents is a valid choice of
law under the laws of each province and territory of Canada and will be honored by Canadian Courts.
(uu) Exchange
Controls. No exchange control authorization or any other authorization, approval, consent or license of any governmental or regulatory
authority or court in Canada is required for the payment of any amounts payable under the Transaction Documents and, except, in each
case, as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, may be paid in Canadian
dollars that may be converted into another currency and freely transferred out of Canada, without the necessity of obtaining any governmental
authorization in Canada or any political subdivision or taxing authority thereof or therein.
(vv) Indemnification
and Contribution. The indemnification and contribution provisions set forth in Section 7 hereof do not contravene applicable
Canadian law.
(ww) No
Requirement to Qualify to do Business. It is not necessary under the laws of Canada that any holder of the Securities, or the Underwriters
should be licensed, qualified or entitled to carry on business in Canada (i) to enable any of them to enforce their respective rights
under the Transaction Document or the consummation of the transactions contemplated hereby or thereby or any other document to be delivered
in connection herewith or therewith or (ii) solely by reason of the execution, delivery or performance of any such document.
(xx) No
Requirement to File or Record. This Agreement and the other Transaction Documents are in proper legal form under the laws of Canada
for the enforcement thereof in Canada against the Company, and to ensure the legality, enforcement or admissibility into evidence of
this Agreement and any other Transaction Document in Canada it is not necessary for this Agreement or any such Transaction Document,
as the case may be, to be filed or recorded with any court or other authority in Canada or that any tax or fee be paid in Canada on or
in respect of this Agreement or such Transaction Document, as the case may be, or any other document, other than court costs (including,
without limitation, filing fees). This Agreement and the other Transaction Documents are in proper legal form under the laws of the State
of New York for the enforcement thereof in the State of New York against the Company, and it is not necessary in order to ensure the
legality, validity, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in the State of New
York that this Agreement or any such Transaction Document, as the case may be, be filed or recorded with any court or other authority
in the State of New York or that any tax or fee be paid in the State of New York on or in respect of this Agreement or such Transaction
Document, as the case may be, or any other document, other than court costs, including (without limitation) filing fees.
(yy) No
Canadian Domicile. None of the holders of the Securities, the Underwriters or the Trustee who are not otherwise resident in Canada
and who do not carry on business in Canada will be deemed resident, domiciled, carrying on business or subject to taxation in Canada
on an overall worldwide income basis solely by virtue of the execution, delivery, performance or enforcement of the Transaction Documents
or the issuance or sale of the Securities or by virtue of the ownership or transfer of Securities or the receipt of payments pursuant
to any of the Transaction Documents.
4. Further
Agreements of the Company. The Company covenants and agrees with each Underwriter that:
(a) Required
Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and
Rule 430 Information under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred
to in Annex B hereto) to the extent required by Rule 433 under the Securities Act; and the Company will file within the applicable
time periods specified by the Exchange Act all reports and any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and
the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to
the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement
in such quantities as the Representatives may reasonably request. The Company will pay the registration fees for this offering within
the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in
any event prior to the Closing Date.
(b) Delivery
of Copies. The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement
as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated
by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and
each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery
Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated
by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term
“Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities
as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required
to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.
(c) Amendments
or Supplements; Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing
any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the
Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment
or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus
or file any such proposed amendment or supplement to which the Representatives reasonably object.
(d) Notice
to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any
amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment
to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating
to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the
Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement
or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of Sale Information or any Issuer Free Writing
Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;
(v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Time of
Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when
the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading;
(vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the
Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the
issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary
Prospectus, any of the Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus, or suspending any such qualification
of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.
(e) Time
of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result
of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company
will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission
(to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or
supplements to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as
may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including such documents
to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading or so
that any of the Time of Sale Information will comply with law.
(f) Ongoing
Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which
the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser,
not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify
the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required)
and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus
(or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in
the Prospectus as so amended or supplemented including such documents to be incorporated by reference therein will not, in the light
of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with
law.
(g) Blue
Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution
of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity
or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general
consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not
otherwise so subject.
(h) Clear
Market. During the period from the date hereof through and including the Closing Date, the Company will not, without the prior written
consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the
Company and that have a tenor of more than one year; provided that this covenant shall not prevent the Company from consummating
any intercompany financing transactions with or among its subsidiaries.
(i) Earning
Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated
thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective
date” (as defined in Rule 158) of the Registration Statement, provided that (i) such delivery requirements to
the Company’s security holders shall be deemed met by the Company’s compliance with its reporting requirements pursuant to
the Exchange Act if such compliance satisfies the conditions of Rule 158 thereof and (ii) such delivery requirements to the
Representatives shall be deemed met by the Company if the related reports are available on the Commission’s Electronic Data Gathering
Analysis and Retrieval System.
(j) Use
of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement,
the Time of Sale Information and the Prospectus under the heading “Use of Proceeds”.
(k) DTC.
The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.
(l) No
Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to
cause or result in any stabilization or manipulation of the price of the Securities.
(m) Record
Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing
Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(n) Tax
Gross-Up. The Company agrees with each of the Underwriters to make all payments under this Agreement without withholding or deduction
for or on account of any present or future taxes, duties or governmental charges whatsoever imposed by any taxing jurisdiction, unless
the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional
amounts as may be necessary in order that the net amounts received by the Underwriters after such withholding or deduction will equal
the amounts that would have been received if no withholding or deduction had been made, except that no such additional amounts shall
be paid to the extent that such taxes, duties or charges (i) would not
have been imposed (or would have been imposed at a reduced rate) but for any past, present or future connection of an Underwriter with
the taxing jurisdiction other than the mere entering into of this Agreement or receipt of payments or performance of obligations hereunder,
(ii) would not have been imposed (or would have been imposed at a reduced rate) but for the failure of an Underwriter to
comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity
or connection with the taxing jurisdiction of such Underwriter, if such compliance is timely requested by the Company or (iii) are
imposed in respect of services of an Underwriter, other than those performed outside of Canada in the ordinary course of the business
carried on by such Underwriter that included the performance of such services for a fee. The Company further agrees to indemnify and
hold harmless the Underwriters against any Stamp Taxes, including any interest and penalties, on the creation, issue and sale of the
Securities, and on the execution, delivery, performance and enforcement of the Transaction Documents.
5. Certain
Agreements of the Underwriters. Each Underwriter hereby represents and agrees that it has not and will not use, authorize use of,
refer to, or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under
the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated
by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus
that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission
pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or
Section 4(c) above (including any electronic road show) or (iii) any free writing prospectus prepared by such Underwriter
and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter
Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex
B hereto without the consent of the Company.
6. Conditions
of Underwriters’ Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein
is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:
(a) Registration
Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding
for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before
or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission
under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities
Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been
complied with to the reasonable satisfaction of the Representatives.
(b) Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and
on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this
Agreement shall be true and correct on and as of the Closing Date.
(c) No
Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no
downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred shares issued or guaranteed
by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is
defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has
under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities
or preferred shares issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications
of a possible upgrading).
(d) No
Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall
exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto)
and the Prospectus (excluding any amendment or supplement thereto) the effect of which in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated
by this Agreement, the Time of Sale Information and the Prospectus.
(e) Officer’s
Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company
who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that
such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the knowledge
of such officer, the representations set forth in Sections 3(a) and 3(c) hereof are true and correct, (ii) confirming
that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied
with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and
(iii) to the effect set forth in paragraphs (a), (c) and (d) above.
(f) Comfort
Letters. On the date of this Agreement and on the Closing Date, Xxxxx Xxxxxxxx LLP shall have furnished to the Representatives, at
the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance
reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and certain financial information contained or
incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that
the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing
Date.
(g) Opinion
and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the
Representatives, at the request of the Company, its written opinion and 10b-5 statement, dated the Closing Date and addressed to the
Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
(h) Opinion
of Local Counsel. Xxxxxxx Xxxxx LLP, Canadian counsel for the Company, shall have furnished to the Representatives, at the request
of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory
to the Representatives, to the effect set forth in Annex D hereto.
(i) Opinion
and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion
and 10b-5 statement, addressed to the Underwriters, of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect
to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as
they may reasonably request to enable them to pass upon such matters.
(j) No
Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted,
adopted or issued by any federal, provincial, state or foreign governmental or regulatory authority that would, as of the Closing Date,
prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued
that would, as of the Closing Date, prevent the issuance or sale of the Securities.
(k) Good
Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the
Company in writing or any standard form of telecommunication, from the appropriate governmental authority of such jurisdiction.
(l) DTC.
The Securities shall be eligible for clearance and settlement through DTC.
(m) Indenture
and Securities. The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee,
and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by
the Trustee.
(n) Additional
Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and
documents as the Representatives may reasonably request.
All opinions, letters, certificates
and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they
are in form and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification
and Contribution.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and
each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal
fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and
expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement
or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free
Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except
insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use therein.
(b) Indemnification
of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and
officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable
expenses incurred in connection with any suit, action or proceeding or claim asserted, as such fees and expenses are incurred) that arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus
or any Time of Sale Information, it being understood and agreed that the only such information consists of the following paragraphs in
the Preliminary Prospectus and the Prospectus: first paragraph in the section entitled “Underwriting (Conflicts of Interest)—Commissions
and Discounts,” “Underwriting (Conflicts of Interest)—Price Stabilization and Short Positions” and second paragraph
in the section entitled “Underwriting (Conflicts of Interest)—Other Relationships.”
(c) Notice
and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be
brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above,
such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought
(the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise
than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and
it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified
Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such
proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel
related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person
and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable
time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded
that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person;
or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel)
for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate
firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing
by BofA Securities, Inc., X.X. Xxxxxx Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc. and any such separate
firm for the Company, its directors and officers who signed the Registration Statement and any control persons of the Company shall be
designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees
to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by
the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance
with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been
a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an
unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d) Contribution.
If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in
lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as
a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other
in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the
Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as
set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of
the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.
(e) Limitation
on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses incurred by such Indemnified
Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter
be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such
Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7
are several in proportion to their respective purchase obligations hereunder and not joint.
(f) Non-Exclusive
Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any Indemnified Person at law or in equity.
8. Effectiveness
of Agreement. This Agreement shall become effective as of the date first written above.
9. Termination.
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution
and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially
limited on any of the Toronto Stock Exchange, New York Stock Exchange or the over-the-counter market; (ii) trading of any securities
issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general
moratorium on commercial banking activities shall have been declared by U.S. or Canadian federal or New York State authorities; or (iv) there
shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within
or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable
to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time
of Sale Information and the Prospectus.
10. Defaulting
Underwriter.
(a) If,
on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder,
the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to
the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting
Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within
which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons
become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company
may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the
Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus
or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement,
the Time of Sale Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter”
includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that,
pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder
plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase
hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains
unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right
described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters.
Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that
the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions
of Section 7 hereof shall not terminate and shall remain in effect.
(d) Nothing
contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter
for damages caused by its default.
11. Payment
of Expenses.
(a) Whether
or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or
cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the
costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any stamp, transfer or similar taxes
payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration
Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including
all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing
each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the
fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the
Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of
a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters in an amount not to exceed
$10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and
any paying agent (including related reasonable fees and expenses of any counsel to such parties); (viii) all expenses and application
fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and
the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with
any “road show” presentation to potential investors.
(b) If
(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities
for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this
Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses
of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
12. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred
to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter
shall be deemed to be a successor merely by reason of such purchase.
13. Survival.
The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained
in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered
pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of
any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.
14. Certain
Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”
has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day
other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary”
has the meaning set forth in Rule 405 under the Securities Act.
15. Compliance
with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the
Company, which information may include the name and address of their respective clients, as well as other information that will allow
the Underwriters to properly identify their respective clients.
16. Miscellaneous.
(a) Authority
of the Representatives. Any action by the Underwriters hereunder may be taken by BofA Securities, Inc., X.X. Xxxxxx Securities
LLC, PNC Capital Markets LLC and Truist Securities, Inc. on behalf of the Underwriters, and any such action taken by BofA Securities, Inc.,
X.X. Xxxxxx Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc. shall be binding upon the Underwriters.
(b) Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o BofA Securities, Inc.,
000 Xxxx 00xx Xxxxxx, XX0-000-00-00, Xxx Xxxx, Xxx Xxxx 00000 (fax: 000-000-0000); Attn: High Grade Debt Capital Markets Transaction
Management/Legal; c/o X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax: 000-000-0000); Attn: Investment
Grade Syndicate Desk; c/o PNC Capital Markets LLC, 000 Xxxxx Xxx, 00xx Xxxxx, Xxxxxxxxxx, XX 00000 (fax: 000-000-0000); Attn:
Debt Capital Markets, Fixed Income Transaction Execution; and c/o Truist Securities, Inc., 0000 Xxxxxxxxx Xxxx XX, Xxxxxxx, Xxxxxxx
00000 (fax: 000-000-0000); Attn: Investment Grade Debt Capital Markets. Notices to the Company shall be given to it at 0 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxx 00000 (fax: 000-000-0000); Attention: General Counsel.
(c) Governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, but without regard to its conflict of laws provisions.
(d) Submission
to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal
and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying
of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding
brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which
the Company is subject by a suit upon such judgment. The Company irrevocably appoints Corporation Service Company, located at 00 Xxxxx
Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000, as its authorized agent in the state of New York upon which process may be served in any such suit
or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company by the
person serving the same to the address provided in this Section 16, shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such
appointment and has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action
as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven
years from the date of this Agreement.
(e) Waiver
of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign
or otherwise) from jurisdiction of any court of (i) Canada, or any political subdivision thereof, (ii) the United States or
the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves
or their respective property and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations
under this Agreement to the fullest extent permitted by applicable law.
(f) Waiver
of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit
or proceeding arising out of or relating to this Agreement.
(g) Judgment
Currency. The Company agrees to indemnify each Underwriter, its directors, officers, affiliates
and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount
due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than
U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into
the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person
is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing
indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding
any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable
in connection with the purchase of, or conversion into, the relevant currency.
(h) Counterparts.
This Agreement may be signed in counterparts (which may include counterparts delivered by any
standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
The words “executed,” “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed
to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
(i) Amendments
or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval
to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
(j) Headings.
The headings herein are included for convenience of reference only and are not intended to be
part of, or to affect the meaning or interpretation of, this Agreement.
(k) Recognition
of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered
Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement,
and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States
or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against
such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 16(k):
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx
Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is in accordance
with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.
|
Very truly yours, |
|
|
|
WASTE CONNECTIONS, INC. |
|
|
|
By: |
/s/ Xxxx Xxxx Xxxxxxx |
|
Name: Xxxx Xxxx Xxxxxxx |
|
Title: Executive Vice President and
Chief Financial Officer |
[Signature Page to
Underwriting Agreement]
Accepted: As
of the date first written above |
|
|
|
BOFA SECURITIES,
INC. |
|
|
|
For itself
and on behalf of the |
|
several Underwriters
listed |
|
in Schedule
1 hereto. |
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
Name: Xxxxxxx
Xxxxxx |
|
Title: Managing
Director |
|
|
|
X.X. XXXXXX
SECURITIES LLC |
|
|
|
For itself
and on behalf of the |
|
several Underwriters
listed |
|
in Schedule
1 hereto. |
|
|
|
By: |
/s/ Som Xxxxxxxxxxxxx |
|
Name: Som Xxxxxxxxxxxxx |
|
Title:
Executive Director |
|
|
|
PNC CAPITAL
MARKETS LLC |
|
|
|
For itself
and on behalf of the |
|
several Underwriters
listed |
|
in Schedule
1 hereto. |
|
|
|
By: |
/s/ Xxxxxxx Xxxxxxx |
|
Name: Xxxxxxx
Xxxxxxx |
|
Title: Managing
Director |
|
|
|
TRUIST SECURITIES,
INC. |
|
|
|
For itself
and on behalf of the |
|
several Underwriters
listed |
|
in Schedule
1 hereto. |
|
|
|
By: |
/s/ Xxxxxx Xxxxxxxxxx |
|
Name: Xxxxxx
Xxxxxxxxxx |
|
Title:
Authorized Signatory |
|
[Signature Page to Underwriting Agreement]
Schedule 1
Underwriter | |
Principal
Xxxxxx | |
BofA Securities, Inc. | |
$ | 116,539,000 | |
X.X. Xxxxxx Securities LLC | |
| 116,539,000 | |
PNC Capital Markets LLC | |
| 102,692,000 | |
Truist Securities, Inc. | |
| 102,692,000 | |
Mizuho Securities USA LLC | |
| 57,692,000 | |
Scotia Capital (USA) Inc. | |
| 57,692,000 | |
TD Securities (USA) LLC | |
| 57,692,000 | |
U.S. Bancorp Investments, Inc. | |
| 57,692,000 | |
CIBC World Markets Corp. | |
| 37,500,000 | |
Huntington Securities, Inc. | |
| 17,308,000 | |
Fifth Third Securities, Inc. | |
| 12,981,000 | |
Zions Direct, Inc. | |
| 12,981,000 | |
Total | |
$ | 750,000,000 | |
Schedule 2
SUBSIDIARIES
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
10100
HOLDINGS, LLC |
Colorado |
|
115
W MAIN HOLDINGS, LLC |
Colorado |
|
0000
X. XXXX XX., LLC |
California |
|
1895548
ONTARIO LIMITED |
Ontario |
|
19th &
Lower Buckeye, LLC |
Delaware |
Arizona |
0000000
ALBERTA ULC |
Alberta |
|
0000000
ALBERTA LTD. |
Alberta |
|
0000000
ALBERTA ULC |
Alberta |
|
0000000
ALBERTA ULC |
Alberta |
|
0000000
ALBERTA LTD. |
Alberta |
|
0000000
ALBERTA LTD. |
Alberta |
|
0000000
ONTARIO LTD. |
Ontario |
|
0000
XXXX XXXX, LLC |
Maryland |
|
371
XXXXX HOLDINGS, LLC |
Colorado |
|
9164-9608
QUEBEC INC. |
Quebec |
|
9199-5290
QUEBEC INC. |
Quebec |
|
A.C.M.S., INC. |
Florida |
|
ACE
SOLID WASTE, INC. |
Minnesota |
|
ADVANCED
SYSTEMS PORTABLE RESTROOMS, INC. |
Oregon |
|
AIRBORNE
DISPOSAL, LLC |
Tennessee
|
|
X.X.
XxXXXXXXX, INC. |
Pennsylvania |
|
AJB
CBD LLC |
Delaware |
|
ALASKA
WASTE-DENALI, LLC |
Alaska |
|
ALASKA
WASTE-DUTCH HARBOR, LLC |
Alaska |
|
ALASKA
WASTE-INTERIOR, LLC |
Alaska |
|
ALASKA
WASTE-JUNEAU, LLC |
Alaska |
|
ALASKA
WASTE-KENAI PENINSULA, LLC |
Alaska |
|
ALASKA
WASTE-KETCHIKAN, LLC |
Alaska |
|
ALASKA
WASTE MAT-SU, LLC |
Alaska |
|
ALASKA
WASTE-NOME, LLC |
Alaska |
|
ALASKA
WASTE-SITKA, LLC |
Alaska |
|
AMERICAN
DISPOSAL COMMERCIAL SERVICES, INC. |
Virginia |
|
AMERICAN
DISPOSAL COMPANY, INC. |
Washington |
|
AMERICAN
DISPOSAL MAINTENANCE SERVICES, INC. |
Virginia |
|
AMERICAN
DISPOSAL PROPERTY HOLDINGS, LLC |
Delaware |
Georgia
Virginia |
AMERICAN
DISPOSAL RECYCLING SERVICES, INC. |
Virginia |
|
AMERICAN
DISPOSAL ROLL-OFF SERVICES, INC. |
Virginia |
|
AMERICAN
DISPOSAL SERVICES, INC. |
Virginia |
|
AMERICAN
DISPOSAL SERVICE OF GEORGIA, INC. |
Georgia |
|
AMERICAN
DISPOSAL SERVICES OF COLORADO, INC. |
Colorado |
|
AMERICAN
DISPOSAL SERVICES OF MARYLAND, INC. |
Virginia |
Maryland |
|
|
|
AMERICAN
RECYCLING CENTER, INC. |
Xxxxxxxx |
|
XXXXXXXX
COUNTY LANDFILL, INC. |
Delaware |
South
Xxxxxxxx |
XXXXXXXX
REGIONAL LANDFILL, LLC |
Delaware |
South
Carolina |
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
arkansas
reclamation company, llc |
Arkansas |
|
ARROWHEAD
EMPLOYMENT COMPANY OF NEW JERSEY LLC |
Delaware |
|
ARROWHEAD
EMPLOYMENT COMPANY, LLC |
Delaware |
|
ARROWHEAD
ENVIRONMENTAL HOLDCO, INC. |
Delaware |
|
ARROWHEAD
ENVIRONMENTAL HOLDINGS, LLC |
Delaware |
|
ARROWHEAD
ENVIRONMENTAL PARTNERS, LLC |
Delaware |
|
ARROWHEAD
ENVIRONMENTAL, INC. |
Delaware |
|
AULC
HOLDINGS, LLC |
Delaware |
|
Austin
Landfill Holdings, Inc. |
Delaware |
Minnesota |
B&J
GARBAGE CO. |
Oregon |
|
BAY
AREA PROPERTY HOLDINGS, INC. |
Delaware |
|
BAY
DISPOSAL, LLC |
Virginia |
North
Carolina |
BAY
DISPOSAL HOLDINGS, INC. |
Delaware |
North
Carolina
Virginia |
BAY
DISPOSAL PROPERTY HOLDINGS, LLC |
Delaware |
North
Carolina
Virginia |
BESTRANS, INC. |
Delaware
|
Maryland
Pennsylvania
New Jersey (withdrawal pending in NJ) |
BETHLEHEM
LANDFILL COMPANY |
Delaware |
Pennsylvania |
BITUMINOUS
RESOURCES, INC. |
Kentucky |
|
BLOSSOM
PRAIRIE LANDFILL, INC. |
Texas |
|
BLUE
COMPACTOR SERVICES, LLC |
Minnesota |
|
BLUE
DIAMOND DISPOSAL, INC. |
New
Jersey |
|
BLUE
RIDGE LANDFILL COMPANY |
Pennsylvania |
|
BLYTHE
RECYCLING AND DEMOLITION SITE HOLDINGS, INC. |
Delaware |
Pennsylvania |
BRANDYWINE
ASSOCIATES, L.L.C. |
New
Jersery |
|
BROADACRE
LANDFILL, INC. |
Colorado |
|
BULLDOG
ACQUISITION, LLC |
Delaware |
Illinois |
BULLDOG
WEST END HOLDINGS, INC. |
Delaware |
|
BUTLER
COUNTY LANDFILL, INC. |
Nebraska |
|
C&S
GROUP HOLDINGS, INC. |
Nevada |
California |
C&S
WASTE SOLUTIONS OF CALIFORNIA, INC. |
California |
|
C&S
WASTE SOLUTIONS OF LASSEN COUNTY, LLC |
California |
|
C&S
WASTE SOLUTIONS OF NEVADA, INC. |
Nevada |
|
CALPET,
LLC |
Wyoming |
|
CAMINO
REAL ENVIRONMENTAL CENTER, INC. |
New
Mexico |
|
CANBY
DISPOSAL COMPANY |
Oregon |
|
CANBY
TRANSFER & RECYCLING, INC. |
Oregon |
|
CAPITAL
REGION LANDFILLS, INC. |
New
York |
|
CAROLINA
LANDFILL, LLC |
South
Carolina |
|
CAROLINA
PROCESSING & RECYCLING, LLC |
South
Carolina |
|
CAROLINA
WASTE & RECYCLING LLC |
South
Carolina |
Florida |
Xxxxxxxxx
Waste Holdings, LLC |
New
York |
|
CART-AWAY,
LLC |
New
York |
|
CENTRAL
ALABAMA, LLC |
Alabama |
|
CGL
HOLDINGS, LLC |
Delaware |
|
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
CH4,
LLC |
Illinois |
|
XXXXXXXX
DEVELOPMENT OF NORTH CAROLINA, INC. |
North
Carolina |
|
CHAMP
LANDFILL COMPANY, LLC |
Missouri |
|
CHEROKEE
SANITARY LANDFILL COMPANY |
Arkansas |
|
CHICAGO
GRADE LANDFILL, INC. |
California |
|
CHICAGO
GRADE LANDFILL & RECYCLING LLC |
California |
|
CHICAGO
GRADE LANDFILL HOLDINGS, INC. |
Delaware |
California |
XXXXXXXX
CANYON, INC. |
Delaware |
California |
XXXXXXXX
CANYON, LLC |
Delaware |
California |
CITY
WASTE, LLC |
Tennessee |
|
CLEARLAKE
WASTE SOLUTIONS, INC. |
California |
|
Xxxxxxx
Organics, LLC |
New
York |
|
CLOVER
FLAT LAND FILL INC. |
California |
|
COLD
CANYON LAND FILL, INC. |
California |
|
COLUMBIA
RESOURCE CO., X.X. |
Xxxxxxxxxx |
|
COLUMBIA
RIVER DISPOSAL, INC. |
Washington |
|
|
|
|
COMMERCIAL
ROLLOFF COMPANY, LLC |
Arizona |
|
COMMERCIAL
WASTE COMPANY, LLC |
Arizona |
|
COMMUNITY
REFUSE DISPOSAL INC. |
Nebraska |
|
Complexe
Enviro Connexions LTÉE |
Canada |
Quebec |
CONSHOHOCKEN
EQUIPMENT SERVICES, LLC |
Pennsylvania |
|
CONSHOHOCKEN
RECYCLING CENTER, LLC |
Pennsylvania |
|
CONSHOHOCKEN
RECYCLING & RAIL TRANSFER LLC |
Delaware |
|
CORRAL
DE XXXXXX LAND COMPANY |
California |
|
County
Waste - Canaan B3 Transfer Station, LLC |
New
York |
|
County
Waste -- Ulster, LLC |
New
York |
Pennsylvania |
COUNTY
WASTE AND RECYCLING SERVICE, INC. |
New
York |
Massachusetts
Pennsylvania
Vermont |
COUNTY
WASTE TRANSFER CORP. |
New
York |
|
CRI
HOLDINGS, LLC |
Delaware |
New
Mexico
Texas |
CRM
SITE SERVICES, LLC |
Colorado |
|
CUPOLA
INDUSTRIAL PROPERTIES, LLC |
Delaware |
|
XXXXX
TRANSFER & RECYCLING, INC. |
Oregon |
California |
CWR
HOLDINGS, LLC |
South
Carolina |
|
CYPRESS
CREEK LANDFILL, LLC |
Delaware |
Alabama |
XXXXXX
SERVICE CO. |
Oregon |
|
X.
X. DISPOSAL CO., INC. |
Washington |
|
DELTA
WASTE, L.L.C. |
Texas |
|
DELTA
WASTE SERVICES, L.P. |
Texas |
|
DENVER
REGIONAL LANDFILL, INC. |
Colorado |
|
Dick’s
Sanitation Service, Inc. |
Minnesota |
|
DNCS
PROPERTIES, llc |
Arizona |
New
Mexico |
DRAGON
DISPOSAL, LLC |
Arizona |
|
DRY
CREEK LANDFILL, INC. |
Oregon |
|
DURHAM
REGIONAL LANDFILL, INC. |
Delaware |
|
DURHAM
REGIONAL LANDFILL, LLC |
Arizona |
|
Eagle
ford reclamation company, llc |
Texas |
|
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
ECOSORT,
L.L.C. |
Oregon |
|
ECO-STORAGE
INVESTMENTS, LLC |
Delaware |
Nebraska |
E.L.
XXXXXX & SONS INC. |
Massachusetts |
New
Hampshire |
EL
PASO DISPOSAL, LP |
Texas |
New
Mexico |
ELKO
SANITATION COMPANY |
Nevada |
|
EMPIRE
DISPOSAL, INC. |
Washington |
Idaho |
ENTECH
ALASKA LLC |
Alaska |
|
ENTREPRISE
SANITAIRE F.A. LTEE |
Canada |
Quebec |
ENVIRONMENTAL
TRUST COMPANY |
Tennessee |
|
EVERGREEN
DISPOSAL, INC. |
Montana |
|
F.W.
DISPOSAL, L.L.C. |
Missouri |
|
XXXXXX-BUTTES
LIMITED PARTNERSHIP |
Oregon |
Idaho |
FINNEY
COUNTY LANDFILL, INC. |
Delaware |
Kansas |
FITCHBURG
XXXXXX HOLDINGS, LLC. |
Massachusetts |
|
FLORIDA
WASTE HOLDINGS, INC. |
Delaware |
Florida |
Fort
Xxx Transfer Station, LLC |
New
York |
|
FRONT
RANGE LANDFILL, INC. |
Delaware |
Colorado |
FW
DISPOSAL SOUTH, LLC |
Missouri |
|
G&P
DEVELOPMENT, INC. |
Nebraska |
|
GARDEN
CITY SANITATION, INC. |
California |
|
GARDEN
CITY SANITATION PROPERTY HOLDINGS, LLC |
Delaware |
California |
GENESIS
RAILROAD REAL ESTATE, LLC |
Pennsylvania |
|
XXXX
HAULING, INC. |
Nebraska
|
Iowa
South Dakota |
XXXXX
XXXXXXXXXX TOPSOIL, INC. |
Arizona |
|
GMW
ENTERPRISES, INC. |
Arizona |
|
GOLD
RIVER HOLDINGS, LLC |
Delaware |
|
GRANVILLE
TRANSFER STATION, LLC |
Vermont |
New
York |
Green
Waste Solutions of Alaska, LLC |
Alaska |
|
GREENWICH
TRANSFER STATION, LLC |
Vermont |
New
York |
GROOT, INC. |
Illinois |
|
GROOT
INDUSTRIES, INC. |
Delaware |
Illinois |
GROOT
recycling & waste services, INC. |
Illinois |
Indiana
Wisconsin |
GROVELAND
TRANSFER AND RECYCLING, INC. |
Florida |
|
Hampton
Roads Recovery Center, LLC |
Xxxxxxxx |
|
XXXXXX
SANITATION, INC. |
Idaho |
|
XXXXXX
XXXXX ENTERPRISES, INCORPORATED |
Washington |
Oregon |
XXXXXX
HOLDINGS, LLC. |
Massachusetts |
|
XXXXXX
RECYCLING OF FITCHBURG, LLC. |
Massachusetts |
|
HIGH
DESERT SOLID WASTE FACILITY, INC. |
New
Mexico |
|
HONEYWAGON
ORGANICS, LLC |
Colorado |
|
HOODVIEW
DISPOSAL & RECYCLING, INC. |
Oregon |
|
HOWLING
COYOTE, LLC |
Alabama |
|
XXXXXX
VALLEY WASTE HOLDING, INC. |
Delaware |
New
York |
INTERMOUNTAIN
ENVIRONMENTAL SERVICES, INC. |
Colorado |
|
INTERMOUNTAIN
WASTE & RECYCLING, LLC |
Colorado |
|
IOWA
WASTE SERVICES, LLC |
Delaware |
Iowa |
IOWA
WASTE SERVICES HOLDINGS, INC. |
Delaware |
Iowa |
ISLAND
DISPOSAL, INC. |
Washington |
|
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
J &
J ACQUIRECO, LLC |
Delaware |
|
J &
J SERVICES, INC. |
Tennessee |
|
J &
J SERVICES HOLDINGS, LLC |
Delaware |
|
J
BAR J LAND, INC. |
Nebraska |
|
JACKSON
COUNTY RECYCLING PARTNERSHIP, LLC |
Oregon |
|
XXXXXXX
TRANSFER STATION, LLC |
Vermont |
New
York |
K.
B. RECYCLING, INC. |
Oregon |
|
KAHUT
CITY SANITARY SERVICE, INC. |
Oregon |
|
XXXXX
COMPANIES HOLDINGS, INC. |
Delaware |
Oregon |
XXXXX
INVESTMENT HOLDINGS, LLC |
Oregon |
|
XXXXX
WASTE SERVICES, LLC |
Oregon |
|
XXXXXXXXX
TRANSFER STATION, LLC |
Vermont
|
New
York |
LAKE
COUNTY WASTE SOLUTIONS, INC. |
California |
|
LAKESHORE
DISPOSAL, INC. |
Idaho |
|
LANDFILL
L.L.C. |
Illinois |
|
XXXXXX
XXXXX LANDFILL, L.L.C. |
Delaware |
Kentucky |
LCRD
HAULING OF INM, LLC |
Delaware |
Iowa
Nebraska |
LEALCO, INC. |
Texas |
|
LES
ENTREPRISES RAYLOBEC INC. |
Quebec |
|
XXXXX
XXXXX RECYCLING AND DISPOSAL, LLC |
Delaware |
Pennsylvania |
LIGHTNING
BUTTE ENVIRONMENTAL, LLC |
Minnesota |
Wyoming |
LIVERMORE
SANITATION PROPERTY HOLDINGS, LLC |
Delaware |
California |
LONE
STAR DISPOSAL, L.P. |
Texas |
|
LONE
STAR DISPOSAL (TEXAS), L.L.C. |
Texas |
|
Xxxxxx
disposal north ltd. |
Saskatchewan |
|
louisiana
reclamation company, l.l.c. |
Louisiana |
|
LOUISIANA
REGIONAL LANDFILL COMPANY |
Delaware |
Louisiana |
X.X.
XXXX, INC. |
Nebraska
|
Iowa |
MADERA
DISPOSAL SYSTEMS, INC. |
California |
|
MAINLY
SANITATION BUSINESS, LLC |
Delaware |
|
MAMMOTH
DISPOSAL COMPANY |
California |
|
MANAGEMENT
ENVIRONMENTAL NATIONAL, INC. |
Washington |
Oregon |
MASON
COUNTY GARBAGE CO., INC. |
Washington |
|
MBO,
LLC |
Delaware |
Louisiana |
MDSI
OF LA, INC. |
California |
|
XXX
XXXXXX SANITARY SERVICE INC. |
Oregon |
|
MENDOCINO
LEASING COMPANY, INC. |
California |
|
MERIDIAN
HILL COMPOSTING, INC. |
Washington
|
|
METROPOLITAN
TRANSFER STATION, INC. |
New
York |
|
MILLENNIUM
WASTE INCORPORATED |
Indiana |
Illinois
Iowa |
MISSION
COUNTRY DISPOSAL |
California |
|
XXXXXX/XXXX’X
ENVIRONMENTAL SERVICES, LLC* |
Illinois |
|
MORRO
BAY GARBAGE SERVICE |
California |
|
MOUNTAIN
ROLL-OFFS, INC. |
Colorado |
|
MOUNTAIN
VIEW WASTE SYSTEMS, LLC |
Colorado
|
|
MOUNTAIN
WASTE - DENVER, LLC |
Colorado |
|
MOUNTAIN
WASTE & RECYCLING, INC. |
Colorado |
|
MRL
PROPERTY HOLDINGS, INC. |
Delaware |
Texas |
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
MTG
DISPOSAL, LLC |
Massachusetts |
Rhode
Island |
XXXXXX’X
DISPOSAL COMPANY, INC. |
Washington |
|
MUSIC
CITY PICK-A-PART |
Tennessee
(no state filing required or made) |
|
MUSIC
CITY PICK-A-PART HOLDINGS I, LLC |
Delaware |
Tennessee |
MUSIC
CITY PICK-A-PART HOLDINGS II, LLC |
Delaware |
Tennessee |
NAUSET
DISPOSAL HOLDINGS, INC. |
Delaware |
Massachusetts |
NEBRASKA
ECOLOGY SYSTEMS, INC. |
Nebraska |
|
NEVADA
SITE SERVICES |
Nevada |
|
NOBLES
COUNTY LANDFILL, INC. |
Minnesota |
|
NORTHBOROUGH
XXXXXX HOLDINGS, LLC. |
Massachusetts |
|
NORTHWEST
CONTAINER SERVICES, INC. |
Oregon |
Washington |
NWCS
CONTAINER, INC. |
Delaware |
California
Oregon
Washington |
OKLAHOMA
CITY WASTE DISPOSAL, INC. |
Oklahoma |
|
OKLAHOMA
LANDFILL HOLDINGS, INC. |
Delaware |
Oklahoma |
OREGON
ENVIRONMENTAL INDUSTRIES, LLC |
Oregon |
|
OSAGE
LANDFILL, INC. |
Oklahoma |
|
PACIFIC
RECYCLING SOLUTIONS, INC. |
California |
|
PACIFIC
SOLID WASTE DISPOSAL, INC. |
Washington |
|
PAHRUMP
VALLEY DISPOSAL, INC. |
Nevada |
California |
PALADIN
COMMODITIES, INC. |
Delaware |
California
Oregon
Washington |
PENN
WASTE INC. |
Pennsylvania |
|
PENN
WASTE PROPERTY HOLDINGS, LLC |
Delaware |
Pennsylvania |
PENINSULA
SANITATION SERVICE, INC. |
Xxxxxxxxxx |
|
XXXXX
COUNTY ASSOCIATES, L.L.C. |
Alabama |
|
PERRY
COUNTY RAILROAD, LLC |
Alabama |
|
PIERCE
COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC |
Washington |
|
POST
OAK CLEAN GREEN, INC. |
Texas |
|
POTRERO
HILLS LANDFILL, INC. |
California |
|
XXXXX &
CO., INC. |
Massachusetts
|
|
PREFERRED
SEPTIC & DISPOSAL, INC. |
California |
|
PREMIER
WASTE SOLUTIONS, LLC |
Nebraska
|
|
PSI
ENVIRONMENTAL SERVICES, INC. |
Indiana |
Idaho |
PSI
ENVIRONMENTAL SYSTEMS, INC. |
Indiana |
Idaho |
XXXXXXXXXXX
MOUNTAIN RESOURCE RECOVERY & COMPOST FACILITY, LLC |
California |
|
QUAD
COUNTY ENVIRONMENTAL SOLUTIONS, LLC |
Mississippi |
Tennessee |
R.J.C.
TRUCKING CO. |
Oregon |
|
R360
ARTESIA, LLC |
Delaware |
New
Mexico |
R360
ENVIRONMENTAL SOLUTIONS CANADA INC. |
British
Columbia |
Alberta
Saskatchewan |
R360
ENVIRONMENTAL SOLUTIONS, LLC |
Delaware |
Texas |
R360
ENVIRONMENTAL SOLUTIONS HOLDINGS, INC. |
Delaware |
Texas |
R360
ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC |
Delaware |
Louisiana
|
R360
ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC |
Delaware |
Mississippi
|
R360
ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC |
Delaware |
Texas |
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
R360
ES Holdings, Inc. |
Delaware |
|
R360
XXXXXXXXX, LLC |
Delaware |
Texas |
R360
OKLAHOMA, LLC |
Delaware |
Oklahoma |
R360
PERMIAN BASIN, LLC |
New
Mexico |
Texas |
R360
RED BLUFF, LLC |
Texas |
|
R360
XXXXX CREEK, LLC |
Delaware |
Wyoming |
R360
SILO, LLC |
Delaware |
Wyoming |
X.X.
XXXXXXXXX INVESTMENTS, INC. |
Oregon
|
|
RAILROAD
AVENUE DISPOSAL, LLC |
Delaware |
Mississippi |
RAM
WASTE SYSTEMS, INC. |
Colorado |
|
RECYCLE
MINNESOTA L.L.C. |
Minnesota
|
|
RED
CARPET LANDFILL, INC. |
Oklahoma |
|
REDROCK
LEASING, INC. |
Nevada |
California |
REDWOOD
WASTE SOLUTIONS, INC. |
Delaware |
California |
RENSSELAER
REGION LANDFILLS, INC. |
Delaware |
New
York |
RH
FINANCIAL CORPORATION |
Washington |
|
rich
valley, LLC |
Minnesota |
|
RIDGE
(CHATHAM) HOLDINGS G.P. INC. |
Canada |
Ontario
Manitoba |
RIDGE
(CHATHAM) HOLDINGS L.P. |
Manitoba |
Ontario |
RIP, INC. |
Florida |
|
ROAD
RUNNER WASTE SERVICE, INC. |
New
Mexico |
|
xxxxxx
xxxxxx disposal, inc. |
New
York |
|
Xxxxxxxx
Waste Disposal, L.L.C. |
Illinois |
|
Rock
River Environmental Services, Inc. |
Illinois |
|
Rock
River Environmental Solutions, LLC |
Illinois |
Wisconsin
Indiana
Iowa |
ROGUE
COMPOST, LLC |
Oregon |
|
ROGUE
DISPOSAL & RECYCLING, INC. |
Oregon |
|
ROGUE
GREEN FUELS LLC |
Oregon |
|
ROGUE
KLAMATH TRANSFER LLC |
Oregon |
|
ROGUE
MATERIALS RECOVERY, LLC |
Oregon |
|
ROGUE
RAIL & TRANSLOAD LLC |
Oregon |
|
ROGUE
ROCK LLC |
Oregon |
|
ROGUE
SHRED, LLC |
Oregon |
|
ROGUE
TRANSFER & RECYCLING, LLC |
Oregon |
|
ROGUE
WASTE DISPOSAL HOLDINGS, INC. |
Delaware |
|
ROGUE
WASTE, INC. |
Oregon |
|
ROGUE
WASTE SYSTEMS, LLC |
Oregon |
|
ROLL-OFF
EXPRESS, INC. |
Maryland |
|
RRD
Holding Company |
Illinois |
Wisconsin |
X.X.
Xxxx & Company, LLC |
New
York |
|
SAN
XXXX GARBAGE COMPANY |
California |
|
XXXXXXX
RECYCLING AND TRANSFER, INC. |
Florida |
|
SANIPAC, INC. |
Oregon |
|
SANITATION
SOLUTIONS PROPERTIES, LLC |
Texas |
|
SANITATION
SOLUTIONS, INC. |
Texas |
Oklahoma |
SANTA
XXXXX TRANSFER STATION, INC. |
California |
|
XXXXX
SOLID WASTE DISPOSAL COMPANY |
Tennessee |
Kentucky |
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
XXXXX
WASTE SERVICES, LLC |
Kentucky |
|
SEABREEZE
RECOVERY, INC. |
Delaware |
Texas |
SECTION 18,
LLC |
Minnesota |
Wyoming |
SEDALIA
LAND COMPANY |
Colorado |
|
SENECA
XXXXXXX, INC. |
New
York |
New
Jersey |
SERVICES
ENVIRONNEMENTAUX RICHELIEU INC. |
Quebec |
|
shale
gas services, llc |
Arkansas |
|
Sierra
Holding Group, LLC |
New
York |
|
Sierra
Processing, LLC |
New
York |
|
SILVER
SPRINGS ORGANICS L.L.C. |
Xxxxxxxxxx |
|
XX
RECLAMATION, inC. |
Delaware |
|
SKB
Environmental cloquet landfill, inc. |
Minnesota |
|
SKB
ENVIRONMENTAL, inC. |
Minnesota |
Wisconsin |
SLD
LANDFILL, INC. |
Delaware |
Florida |
SOLID
WASTE SYSTEMS, INC. |
California |
|
SOUTH
COUNTY SANITARY SERVICE, INC. |
California |
|
SOUTH
LAKE REFUSE COMPANY, LLC |
California
|
|
SOUTHWEST
ENVIRONMENTAL SERVICES |
Nevada |
|
SSL
OPERATING COMPANY, INC. |
Delaware |
|
Steamboat
Creek Terminals, Inc. |
Xxxxxxxx |
|
XXXXXXX
4 OPCO, LLC |
New
Mexico |
|
XXXXXXXX
REFUSE DISPOSAL INC. |
Kansas |
|
SUMTER
RECYCLING AND SOLID WASTE DISPOSAL, INC. |
Florida |
|
SUN
COUNTRY MATERIALS, LLC |
Delaware |
Florida |
TABLE
ROCK HOLDINGS, LLC |
Oregon |
|
TACOMA
RECYCLING COMPANY, INC. |
Washington |
|
XXXX
RECYCLING, INC. |
Florida |
|
TEAM
WASTE SERVICES HOLDINGS, INC. |
Delaware |
Mississippi
Tennessee |
TENNESSEE
WASTE MOVERS, INC. |
Delaware |
Tennessee |
TEXAS
REGIONAL LANDFILL COMPANY LP |
Texas |
|
THUNDER
BUTTE ENVIRONMENTAL, LLC |
Minnesota |
Wyoming |
TIMBER
RIDGE LANDFILL COMPANY |
Missouri |
|
TIMBERLINE
DISPOSAL, L.L.C. |
Colorado |
|
TRANSFER
STATION SOLUTIONS, LLC |
Texas |
|
TRI
COUNTRY SCRAP METALS, LLC |
California |
|
XXXXXX
RECYCLING, INC. |
Massachusetts |
|
XXXXXX
RECYCLING PROPERTY HOLDINGS, LLC |
Delaware |
|
TWM
LAND HOLDINGS, LLC |
Mississippi |
|
UKIAH
WASTE SOLUTIONS, INC. |
California |
|
UNITED
RAIL TRANSPORTATION CORP., LLC |
Delaware |
|
UPPER
VALLEY DISPOSAL HOLDINGS, INC. |
Delaware |
|
UPPER
VALLEY DISPOSAL SERVICE |
California |
|
UPPER
VALLEY RECYCLING, INC. |
California |
|
US
LIQUIDS OF LA., L.P. |
Delaware |
Louisiana,
Texas |
VAIL
HONEYWAGON ENTERPRISES, LLC |
Colorado |
|
VISTA
CORPORATION |
California |
|
WARM
ASSOCIATES II, LLC |
Rhode
Island |
Massachusetts |
WASCO
COUNTY LANDFILL, INC. |
Delaware |
Oregon |
WASTE
AWAY GROUP HOLDINGS, INC. |
Delaware |
|
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
WASTE
CONNECTIONS BAYOU, INC. |
Delaware |
Louisiana |
WASTE
CONNECTIONS BROKERAGE SERVICES, LLC |
Delaware |
New
York |
WASTE
CONNECTIONS HOLDINGS LTD. |
Ontario
|
|
WASTE
CONNECTIONS LONE STAR, INC. |
Texas |
Oklahoma |
WASTE
CONNECTIONS MANAGEMENT SERVICES, INC. |
Delaware |
California
Texas |
WASTE
CONNECTIONS OF ALABAMA, INC. |
Delaware |
Alabama |
WASTE
CONNECTIONS OF ALASKA, INC. |
Delaware |
Alaska |
WASTE
CONNECTIONS OF ALBUQUERQUE, LLC |
Arizona |
New
Mexico |
WASTE
CONNECTIONS OF ARIZONA, INC. |
Delaware |
Arizona |
WASTE
CONNECTIONS OF ARKANSAS, INC. |
Arkansas |
Missouri
|
WASTE
CONNECTIONS OF CALIFORNIA, INC. |
California |
|
Waste
Connections of Canada Inc. |
Ontario |
Alberta
British Columbia
Saskatchewan
Manitoba
Quebec |
WASTE
CONNECTIONS OF COLORADO, INC. |
Delaware |
Colorado |
WASTE
CONNECTIONS OF EL PASO, LP |
Texas |
|
WASTE
CONNECTIONS OF FLORIDA, INC. |
Delaware |
Florida |
WASTE
CONNECTIONS OF GEORGIA, INC. |
Delaware |
Georgia |
WASTE
CONNECTIONS OF IDAHO, INC. |
Indiana |
Idaho |
WASTE
CONNECTIONS OF ILLINOIS, INC. |
Delaware |
Illinois
Iowa |
WASTE
CONNECTIONS OF IOWA, INC. |
Iowa |
Minnesota |
WASTE
CONNECTIONS OF KANSAS, INC. |
Delaware |
Kansas
Oklahoma |
WASTE
CONNECTIONS OF KENTUCKY, INC. |
Delaware |
Indiana
Kentucky |
WASTE
CONNECTIONS OF LOUISIANA, INC. |
Delaware |
Louisiana
Mississippi |
WASTE
CONNECTIONS OF MARYLAND, INC. |
Delaware |
Maryland |
WASTE
CONNECTIONS OF MASSACHUSETTS, INC. |
Delaware |
Massachusetts |
WASTE
CONNECTIONS OF MINNESOTA, INC. |
Minnesota |
|
WASTE
CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC |
Mississippi |
|
WASTE
CONNECTIONS OF MISSISSIPPI, INC. |
Delaware |
Alabama
Mississippi
Tennessee |
WASTE
CONNECTIONS OF MISSOURI, INC. |
Missouri |
Illinois |
WASTE
CONNECTIONS OF MONTANA, INC. |
Delaware |
Montana |
WASTE
CONNECTIONS OF NEBRASKA, INC. |
Delaware |
Nebraska
South Dakota
Iowa
Colorado
Wyoming |
WASTE
CONNECTIONS OF NEVADA, INC. |
Delaware |
Nevada |
WASTE
CONNECTIONS OF NEW JERSEY, INC. |
Delaware |
New
Jersey
Pennsylvania |
WASTE
CONNECTIONS OF NEW MEXICO, INC. |
Delaware |
New
Mexico
Arizona |
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
WASTE
CONNECTIONS OF NEW YORK, INC. |
Delaware |
New
Jersey
New York |
WASTE
CONNECTIONS OF NORTH CAROLINA, INC. |
Delaware |
North
Carolina
South Carolina |
WASTE
CONNECTIONS OF NORTH DAKOTA, INC. |
Delaware |
North
Dakota |
WASTE
CONNECTIONS OF OKLAHOMA, INC. |
Oklahoma |
Kansas |
WASTE
CONNECTIONS OF OREGON, INC. |
Oregon |
Idaho |
WASTE
CONNECTIONS OF OSCEOLA COUNTY, LLC |
Florida |
|
WASTE
CONNECTIONS OF PENNSYLVANIA, INC. |
Delaware |
Maryland
Pennsylvania |
WASTE
CONNECTIONS OF RHODE ISLAND, INC. |
Delaware |
Rhode
Island
Connecticut
Massachusetts |
WASTE
CONNECTIONS OF SOUTH CAROLINA, INC. |
Delaware |
South
Carolina |
WASTE
CONNECTIONS OF SOUTH DAKOTA, INC. |
South
Dakota |
Iowa
Nebraska |
WASTE
CONNECTIONS OF TENNESSEE, INC. |
Delaware |
Kentucky
Tennessee
Arkansas
Mississippi
Georgia |
WASTE
CONNECTIONS OF TEXAS, LLC |
Delaware |
Texas |
WASTE
CONNECTIONS OF UTAH, INC. |
Delaware |
Utah |
WASTE
CONNECTIONS OF WASHINGTON, INC. |
Washington |
Idaho
Oregon |
WASTE
CONNECTIONS OF WYOMING, INC. |
Delaware |
Wyoming |
WASTE
CONNECTIONS PALMETTO, INC. |
Delaware |
South
Carolina |
WASTE
CONNECTIONS US, INC. |
Delaware |
California
Texas |
WASTE
CONNECTIONS US HOLDINGS, INC. |
Delaware |
Texas |
WASTE
CONTROL, INC. |
Washington
|
|
WASTE
CONTROL PROPERTY HOLDINGS, LLC |
Delaware
|
Washington |
WASTE
CONTROL RECYCLING, INC. |
Washington
|
|
WASTE
DISPOSAL, L.L.C. |
Kansas
|
|
WASTE
INNOVATIONS, LLC |
Arizona |
|
WASTE
MASTERS SOLUTIONS, LLC |
Delaware
|
Maryland
Pennsylvania |
WASTE
MASTERS SOLUTIONS HOLDINGS, INC. |
Delaware
|
Maryland
Pennsylvania |
WASTE
REDUCTION SERVICES, L.L.C. |
Oregon |
|
WASTE
SERVICES OF N.E. MISSISSIPPI, INC. |
Mississippi |
|
WASTE
SOLUTIONS GROUP OF SAN XXXXXX, LLC |
Delaware |
California |
WATERWAY
TRAILS INC., a Texas captive insurance company |
Texas |
|
WAYS
LANE LLC |
Pennsylvania
|
|
WC
INDUSTRIALS, INC. |
Delaware |
|
WCHU
Finance Kft. |
Hungary |
|
WCI
AUSTIN LANDFILL, LLC |
Minnesota |
|
WCI
CROSSINGS ULC |
British
Columbia |
Alberta |
WCI
GLOBAL HOLDINGS ULC |
British
Columbia |
Alberta |
WCI
NORTH INVESTMENTS, GP |
Alberta |
|
WCI
SOUTH INVESTMENTS, LP |
Delaware |
|
COMPANY |
STATE/
PROVINCE/
COUNTRY OF
FORMATION |
QUALIFIED
IN |
WCI
VENTURE I, LLC |
Delaware |
|
WCI
VENTURE II, LLC |
Delaware |
|
WCI
VENTURE III, LLC |
Delaware |
|
WCI
VENTURE IV, LLC |
Delaware
|
|
WCI-WHITE
OAKS LANDFILL, INC. |
Delaware |
Louisiana |
WCN
DE LP CORPORATION |
Delaware |
|
WCN
HOLDINGS, INC. |
British
Columbia |
Ontario |
WCN
TX GP CORPORATION |
Delaware |
Texas |
WCUK
VENTURE HOLDINGS, LLC |
Delaware |
|
WEST
BANK ENVIRONMENTAL SERVICES, INC. |
Indiana |
Wyoming |
WEST
COAST RECYCLING AND TRANSFER, INC. |
Oregon |
|
WEST
LINN REFUSE & RECYCLING, INC. |
Oregon |
|
WEST
VALLEY COLLECTION & RECYCLING, LLC |
California |
|
WESTBOROUGH
XXXXXX HOLDINGS, LLC. |
Massachusetts |
|
WHITEHALL
CORPORATION |
California |
|
WHITEHALL
TRANSFER STATION, LLC |
Vermont |
New
York |
Winnebago
Landfill Company, LLC |
Illinois |
|
Winnebago
Reclamation Service, Inc. |
Illinois |
|
WYOMING
ENVIRONMENTAL SERVICES, INC. |
Indiana |
Wyoming |
YAKIMA
WASTE SYSTEMS, INC. |
Washington |
|
Annex A
Time of Sale Information
| • | Pricing
Term Sheet, dated February 15, 2024, substantially in the form of Annex B. |
Annex B
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-259244
Dated February 15, 2024
WASTE CONNECTIONS, INC.
Pricing Term Sheet
Issuer: |
Waste Connections, Inc.
|
Title of Securities |
5.000% Senior Notes due 2034 (the “Notes”)
|
Principal Amount: |
$750,000,000
|
Maturity Date: |
March 1, 2034
|
Coupon: |
5.000%
|
Public Offering Price: |
98.835% of face amount
|
Yield to Maturity: |
5.150%
|
Benchmark Treasury: |
4.000% UST due February 15, 2034
|
Benchmark Treasury Price and Yield: |
98-04+ and 4.230%
|
Spread to Benchmark Treasury: |
+92 bps
|
Interest Payment Dates: |
March 1 and September 1, commencing September, 2024
|
Optional Redemption:
|
|
Make-Whole Call: |
Redeemable at any time prior to December
1, 2033 (three months prior to their maturity date) (the “Par Call Date”) at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 15 basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of
the Notes redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. |
Par Call: |
Redeemable
at any time on or after the Par Call Date in an amount equal to the principal amount of the Notes redeemed,
plus accrued and unpaid interest, if any, to the redemption date.
|
Settlement: |
T+3;
February 21, 2024. Delivery of the Notes is expected to be made against payment for the Notes on
February 21, 2024, which will be the third business day following the date hereof (this settlement
cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities
Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle
in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the Notes on any date prior to two business days before delivery will
be required, by virtue of the fact that the Notes initially will settle in T+3, to specify alternate
settlement arrangements at the time of any such trade to prevent a failed settlement and should consult
their own advisers. |
|
|
CUSIP: |
94106B AG6 |
|
|
ISIN: |
US94106BAG68 |
|
|
Ratings (Xxxxx’x/S&P/Fitch)*: |
Baa1 (Stable) / BBB+ (Stable)
/ A- (Stable)
|
Joint Book-Running Managers: |
BofA Securities, Inc.
X.X. Xxxxxx Securities LLC
PNC Capital Markets LLC
Truist Securities, Inc.
Mizuho Securities USA LLC
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
CIBC World Markets Corp.
|
Co-Managers: |
Huntington Securities, Inc.
Fifth Third Securities, Inc.
Zions Direct, Inc. |
*Note: A securities rating is not a recommendation to buy, sell
or hold securities and may be revised or withdrawn at any time.
The issuer has filed a registration statement
(including a base prospectus), dated September 1, 2021, and a preliminary prospectus supplement, dated February 15, 2024 (the
“Preliminary Prospectus Supplement”), with the SEC for the offering to which this communication relates. Before you invest,
you should read the base prospectus in that registration statement and the Preliminary Prospectus Supplement and other documents the
issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free
by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 0-000-000-0000, X.X. Xxxxxx
collect at 0-000-000-0000, PNC Capital Markets LLC toll-free at 0-000-000-0000 or Truist Securities, Inc. toll-free at 0-000-000-0000.
This Pricing Term Sheet is qualified in its
entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements the Preliminary
Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information
in the Preliminary Prospectus Supplement.
Annex C
Form of Opinion and 10b-5 of Xxxxxx &
Xxxxxxx LLP
Annex D
Form of Opinion of Xxxxxxx Xxxxx LLP