WASTE CONNECTIONS, INC. Underwriting AgreementWaste Connections, Inc. • March 3rd, 2022 • Refuse systems • New York
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”), $500,000,000 principal amount of its 3.200% Senior Notes due 2032 (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 March 9, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
AGREEMENT AND PLAN OF MERGER by and among PROGRESSIVE WASTE SOLUTIONS LTD., WATER MERGER SUB LLC and WASTE CONNECTIONS, INC. dated as of January 18, 2016Agreement and Plan of Merger • January 20th, 2016 • Progressive Waste Solutions Ltd. • Refuse systems • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated January 18, 2016, is by and among Progressive Waste Solutions Ltd., a corporation existing under the laws of Ontario (“Parent”), Water Merger Sub LLC, a Delaware limited liability company and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”) and Waste Connections, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
Waste Connections, Inc. Master Note Purchase AgreementMaster Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York
WASTE CONNECTIONS, INC. Underwriting AgreementUnderwriting Agreement • August 5th, 2022 • Waste Connections, Inc. • Refuse systems • New York
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2017 • Waste Connections, Inc. • Refuse systems • California
This FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into effective as of October 1, 2005, by and between Waste Connections, Inc., a Delaware corporation (the “Company”), and David M. Hall (the “Employee”).
Steve BouckLetter Agreement • 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 AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Agreement • February 15th, 2018 • 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”).
October 19, 2018Letter Agreement • October 19th, 2018 • Waste Connections, Inc. • Refuse systems
This letter agreement (this “Letter Agreement”) relates to the Separation Benefits Plan (and Summary Plan Description) of Waste Connections US, Inc., a Delaware corporation (the “Company”), effective July 24, 2018 (the “Plan”).
VOTING AGREEMENTVoting Agreement • November 16th, 2009 • IESI-BFC LTD • Refuse systems • Ontario
VOTING AGREEMENT, dated as of November 11, 2009 (the “Agreement”), by and among IESI-BFC LTD., a corporation organized under the laws of Ontario, Canada (“Parent”), and each of those shareholders of WASTE SERVICES, INC., a Delaware corporation (the “Company”), listed as a “Shareholder” on the signature pages hereof (each, a “Shareholder” and, collectively, the “Shareholders”).
AMENDMENT NO. 1 TO Second Amended and Restated Revolving Credit and Term Loan AgreementRevolving Credit and Term Loan Agreement • November 1st, 2022 • Waste Connections, Inc. • Refuse systems • New York
This AMENDMENT NO. 1 TO Second Amended and Restated Revolving Credit and Term Loan Agreement (this “Amendment”) is made and entered into as of October 31, 2022, among WASTE CONNECTIONS, INC., an Ontario corporation (the “Borrower”), each lender and letter of credit issuer party hereto (collectively, the “Approving Lenders” and individually, each an “Approving 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2018 • Waste Connections, Inc. • Refuse systems • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of March 1, 2012 (the “Effective Date”), by and between Waste Connections, Inc., a Delaware corporation (the “Company”), and Mary Anne Whitney (the “Employee”).
July 25, 2019 Patrick J. SheaLetter Agreement • July 30th, 2019 • Waste Connections, Inc. • Refuse systems
This letter agreement (this “Letter Agreement”) relates to the Separation Benefits Plan (and Summary Plan Description) of Waste Connections US, Inc., a Delaware corporation (the “Company”), effective July 24, 2018 (the “Plan”).
April 23, 2023 Ronald J. MittelstaedtLetter Agreement • April 24th, 2023 • Waste Connections, Inc. • Refuse systems
This letter agreement (this “Letter Agreement”) relates to the Separation Benefits Plan (and Summary Plan Description) of Waste Connections US, Inc., a Delaware corporation (the “Company”), effective July 24, 2018 (as Amended and Restated July 26, 2022) (the “Plan”).
Waste Connections, Inc. 2016 Incentive Award Plan RESTRICTED SHARE UNIT AWARD AGREEMENT (WITH ONE-YEAR PERFORMANCE PERIOD)Restricted Share Unit Award Agreement • October 30th, 2018 • 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.
Waste Connections, Inc. and its Subsidiaries Second Supplement to Master Note Purchase Agreement Dated as of April 1, 2011Purchase 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”).
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.
RESTRICTED STOCK UNIT AGREEMENT (WITH ONE-YEAR PERFORMANCE PERIOD)Restricted Stock Unit Agreement • February 15th, 2018 • 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 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, 2009Waste Connections, Inc. • June 7th, 2016 • 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).
Re: The Waste Connections US, Inc. Separation Benefits PlanLetter Agreement • April 27th, 2023 • Waste Connections, Inc. • Refuse systems
This letter agreement (this “Letter Agreement”) relates to the Separation Benefits Plan (and Summary Plan Description) of Waste Connections US, Inc., a Delaware corporation (the “Company”), effective July 24, 2018 (as Amended and Restated July 26, 2022) (the “Plan”).
AGREEMENT AND PLAN OF MERGER Dated as of November 11, 2009 Among IESI-BFC LTD. - and - IESI-BFC MERGER SUB, INC. - and - WASTE SERVICES, INC.Agreement and Plan of Merger • November 16th, 2009 • IESI-BFC LTD • Refuse systems • Delaware
WHEREAS, IESI-BFC through its Subsidiaries is engaged in the business of providing collection, transfer, disposal and recycling services in Canada and the United States for solid waste (such activities and all incidental or related businesses of such Persons, the “IESI-BFC Business”);
WARRANT TO PURCHASE COMMON STOCK of WASTE CONNECTIONS, INC. Void after __________Waste Connections, Inc. • June 7th, 2016 • 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
IESI-BFC LTD. 9,483,648 Common Shares Underwriting AgreementIESI-BFC LTD • March 25th, 2011 • Refuse systems • New York
TC Carting III, L.L.C. (the “Selling Shareholder”) proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (together, the “Representatives”), an aggregate of 9,483,648 common shares (the “Firm Shares”) of IESI — BFC Ltd., a corporation amalgamated under the laws of Ontario (the “Company”), and, at the option of the Underwriters, up to an additional 1,422,547 common shares of the Company (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to as the “Securities”.
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 AgreementWaste Connections, Inc. • June 7th, 2016 • 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”).
Re: The Waste Connections US, Inc. Separation Benefits PlanLetter Agreement • August 3rd, 2023 • Waste Connections, Inc. • Refuse systems
This letter agreement (this “Letter Agreement”) relates to the Separation Benefits Plan (and Summary Plan Description) of Waste Connections US, Inc., a Delaware corporation (the “Company”), effective July 24, 2018 (as Amended and Restated July 26, 2022) (the “Plan”).
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.
Grant Agreement for Performance-Based Restricted Stock UnitsWaste Connections, Inc. • June 7th, 2016 • 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.
TERM LOAN AGREEMENT Dated as of October 31, 2022, among WASTE CONNECTIONS, INC., as the Borrower, BANK OF AMERICA, N.A., as the Administrative Agent, and THE LENDERS PARTY HERETO, with BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., PNC CAPITAL...Term Loan Agreement • November 1st, 2022 • Waste Connections, Inc. • Refuse systems • New York
