Waste Connections, Inc. Master Note Purchase AgreementMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • California
This EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of February 1, 2008 (the “Effective Date”), by and between Waste Connections, Inc., a Delaware corporation (the “Company”), and Patrick J. Shea (the “Employee”) and amends and restates in its entirety that certain Employment Agreement effective as of February 23, 2004 between the Company and the Employee.
Steve BouckSeparation Benefits Plan • June 7th, 2016 • Waste Connections, Inc. • Refuse systems
This letter agreement (“Letter Agreement”) relates to the Waste Connections, Inc. (the “Company”) Separation Benefits Plan (the “Plan”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • Delaware
This Agreement sets the number of shares of the Common Stock subject to your award, the applicable vesting schedule for the issuance of those shares, and the remaining terms and conditions governing your award.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made and entered into effective as of [__________________], 2008 (the “Effective Date”), by and between Waste Connections, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Employee”).
REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
REVOLVING CREDIT AND TERM LOAN AGREEMENT (together with the schedules and exhibit hereto, this “Agreement”) is entered into as of June 1, 2016, among WASTE CONNECTIONS, INC., an Ontario corporation (the “Parent” or the “Borrower”), the Subsidiaries party hereto as Guarantors (as defined herein) (collectively, the Guarantors together with the Borrower and each other Subsidiary that becomes a Guarantor after the date hereof, the “Credit Parties”), each lender from time to time party hereto (collectively, the “Lenders”, and each individually, a “Lender”), BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA BRANCH, as the global agent, the Swing Line Lender and an L/C Issuer (in its capacity as the global agent, the “Global Agent”), and BANK OF AMERICA, N.A., as the U.S. agent and an L/C Issuer (in its capacity as the U.S. agent, the “U.S. Agent” and collectively with the Global Agent, the “Agents”).
WASTE CONNECTIONS, INC. 2016 INCENTIVE AWARD PLAN Performance-Based Restricted SHARE Unit Award AgreementPerformance-Based Restricted Share Unit Award Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • Delaware
Waste Connections, Inc., an Ontario corporation (the “Company”), has granted to Participant a Performance-Based Restricted Share Unit Award pursuant to the Waste Connections, Inc. 2016 Incentive Award Plan (as amended and/or restated from time to time, the “Plan”). Each Performance-Based Restricted Share Unit represents the right to receive a cash payment or its equivalent in common shares of the Company (“Shares”), subject to the terms of the Plan and this Award Agreement (which includes, for Participants who are US Participants, the additional terms and conditions provided under Exhibit A hereto). By electronically accepting this Award Agreement through his or her Shareworks account with Solium Capital, Participant is deemed to have accepted the terms and conditions of the Plan and this Award Agreement.
Grant Agreement for Performance-Based Restricted Stock UnitsGrant Agreement for Performance-Based Restricted Stock Units • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • Texas
Waste Connections, Inc., a Delaware corporation (the “Company”) has adopted the 2014 Incentive Award Plan (the “Plan”) for the granting to selected employees of awards based upon shares of Stock of the Company. In accordance with the terms of the Plan, the Compensation Committee of the Board of Directors (the “Committee”) has approved the execution of this Performance-Based Restricted Stock Unit Agreement (this “Agreement”) between the Company and the Holder, as specified in this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Plan.
Waste Connections, Inc. Assumption and Exchange Agreement Dated as of June 1, 2016Assumption and Exchange Agreement • June 7th, 2016 • Waste Connections, 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).
AMENDMENT NO. 1 TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This AMENDMENT NO. 1 TO MASTER NOTE PURCHASE AGREEMENT, dated as of July 21, 2009 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.
AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT, dated as of February 20, 2015 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.
AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENT, dated as of November 24, 2010 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.
and its Subsidiaries First Supplement to Master Note Purchase Agreement Dated as of October 26, 2009Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This First Supplement to Master Note Purchase Agreement (the “Supplement”) is between each of Waste Connections, Inc., a Delaware corporation (the “Company”), and its Subsidiaries party hereto (together with the Company, the “Obligors”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
AMENDMENT NO. 3 TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This AMENDMENT NO. 3 TO MASTER NOTE PURCHASE AGREEMENT, dated as of October 12, 2011 (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 Existing Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Existing Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Amended Purchase Agreement (defined herein).
AMENDMENT TO SEPARATION BENEFITS PLAN AND EMPLOYMENT AGREEMENTSeparation Benefits Plan and Employment Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • Texas
This Amendment to Separation Benefits Plan and Employment Agreement (this “Amendment”) is dated December 17, 2015 (the “Execution Date”), and is by and between Waste Connections, Inc., a Delaware corporation (the “Company”), and Ronald J. Mittelstaedt (“Executive”). The Company and Executive are referred to together herein as the “Parties.” All capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in the Employment Agreement (as hereinafter defined).
Waste Connections, Inc. 2016 Incentive Award Plan RESTRICTED SHARE UNIT AWARD AGREEMENT (WITH ONE-YEAR PERFORMANCE PERIOD)Restricted Share Unit Award Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • Delaware
Waste Connections, Inc., an Ontario corporation (the “Company”), has granted to Participant (as designated below) a Restricted Share Unit Award pursuant to the Waste Connections, Inc. 2016 Incentive Award Plan (as amended and/or restated from time to time, the “Plan”). Each Restricted Share Unit represents the right to receive a cash payment or its equivalent in common shares of the Company (“Shares”), subject to the terms of the Plan and this Award Agreement (which includes, for Participants who are US Participants, the additional terms and conditions provided under Exhibit A hereto). By electronically accepting this Award Agreement through his or her Shareworks account with Solium Capital, Participant is deemed to have accepted the terms and conditions of the Plan and this Award Agreement.
WARRANT TO PURCHASE COMMON STOCK of WASTE CONNECTIONS, INC. Void after __________Warrant Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems
This certifies that for value received, ______________ (the “Holder”) is entitled, subject to the terms set forth below, at any time or from time to time beginning on ______________ and before 5:00 p.m., Central standard time, on _____________________, to purchase from Waste Connections, Inc., a Delaware corporation (the “Company”), up to ______________ fully paid and nonassessable shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) as constituted on _____________________ (the “Issue Date”), upon surrender hereof at the principal office of the Company, with the subscription form attached hereto properly completed and duly executed, and simultaneous payment therefor in lawful money of the United States at the price of $______ per share, subject to adjustment as provided in Section 3 hereof (the “Purchase Price”). The number and character of such shares of Common Stock are also subject to adjustment as provided below. Such number shall be reduced at
AMENDMENT NO. 4 TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This AMENDMENT NO. 4 TO MASTER NOTE PURCHASE AGREEMENT, dated as of August 9, 2013 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.
Third Supplement to Master Note Purchase AgreementThird Supplement to Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This Third Supplement to Master Note Purchase Agreement (the “Supplement” or the “Third Supplement”) is between each of Waste Connections, Inc., a Delaware corporation (the “Company”), and its Subsidiaries party hereto (together with the Company, the “Obligors”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, 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.
WASTE CONNECTIONS, INC. 2016 INCENTIVE AWARD PLAN RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • Delaware
Waste Connections, Inc., an Ontario corporation (the “Company”), has granted to Participant (as designated below) a Restricted Share Unit Award pursuant to the Waste Connections, Inc. 2016 Incentive Award Plan (as amended and/or restated from time to time, the “Plan”). Each Restricted Share Unit represents the right to receive a cash payment or its equivalent in common shares of the Company (“Shares”), subject to the terms of the Plan and this Award Agreement (which includes, for Participants who are US Participants, the additional terms and conditions provided under Exhibit A hereto). By electronically accepting this Award Agreement through his or her Shareworks account with Solium Capital, Participant is deemed to have accepted the terms and conditions of the Plan and this Award Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • Ontario
THIS INDEMNIFICATION AGREEMENT is entered into as of ●, 2016, by and between WASTE CONNECTIONS, INC., an Ontario corporation (the “Company”), and [name] (“Indemnitee”).
Waste Connections, Inc. and its Subsidiaries Second Supplement to Master Note Purchase Agreement Dated as of April 1, 2011Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
This Second Supplement to Master Note Purchase Agreement (the “Supplement” or the “Second Supplement”) is between each of Waste Connections, Inc., a Delaware corporation (the “Company”), and its Subsidiaries party hereto (together with the Company, the “Obligors”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
