0001144204-16-107285 Sample Contracts

Waste Connections, Inc. Assumption and Exchange Agreement Dated as of June 1, 2016
Assumption and Exchange Agreement • June 7th, 2016 • Waste Connections US, Inc. • Refuse systems • New York

This Assumption and Exchange Agreement, dated as of June 1, 2016 (this “Agreement”), is made by and among Waste Connections, Inc., an Ontario corporation (f/k/a Progressive Waste Solutions Ltd.) (the “Parent”), the direct or indirect parent of Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“WCN”), after giving effect to the Merger (as referred to below) and related transactions, and WCN to and in favor of the holders of the Notes issued from time to time under the Purchase Agreement referred to below. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Assumed Purchase Agreement (as hereinafter defined).

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MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections US, Inc. • Refuse systems • New York

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

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