0001144204-14-032041 Sample Contracts

Grant Agreement for Performance-Based Restricted Stock Units
Grant Agreement • May 19th, 2014 • 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.

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SECOND AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • May 19th, 2014 • Waste Connections, Inc. • Refuse systems • New York

Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is received by the Administrative Agent pursuant to Section 6.04(c); provided, however, that if a Compliance Certificate is not delivered within ten (10) days after the time periods specified in such Section 6.04(c), then Level I (as set forth in the table above) shall apply as of the first Business Day thereafter, subject to prospective adjustment upon actual receipt of such Compliance Certificate.

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