WCN Waste Connections Inc New

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2024

 

 

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)

 

 

Ontario, Canada		1-34370		98-1202763
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive

offices)

 

Registrant’s telephone number,
including area code: (905) 532-7510

 

Not Applicable

(Former name or address, if changed
since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	WCN	New York Stock Exchange (“NYSE”) Toronto Stock Exchange (“TSX”)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On June 13, 2024, Waste Connections, Inc. (“Waste Connections” or the “Company”) completed an underwritten public offering (the “Offering”) of C$500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2029 (the “Notes”). The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-259244), as supplemented by the Prospectus Supplement, dated June 11, 2024, relating to the Notes (together with the accompanying base prospectus, dated September 1, 2021, the “Prospectus Supplement”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of the Securities Act. The Offering was also made on a private placement basis in Canada to purchasers in each province of Canada under a Canadian Offering Memorandum, which includes the Prospectus Supplement. The Company issued the Notes under the Indenture, dated as of November 16, 2018 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Ninth Supplemental Indenture, dated as of June 13, 2024 (the “Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”).

 

The Company will pay interest on the Notes on June 14 and December 14 of each year, beginning December 14, 2024, and the Notes will mature on June 14, 2029. The first payment of interest shall be a long first coupon in the amount of C$2.262328768 per C$100. The Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Notes will not be guaranteed by any of the Company’s subsidiaries.

 

Waste Connections may, prior to May 14, 2029 (one month before the maturity date) (the “Par Call Date”), redeem some or all of the Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the aggregate principal amount of the Notes redeemed, and the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the Notes redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Commencing on May 14, 2029 (one month before the maturity date), the Company may redeem some or all of the Notes, at any time and from time to time, at a redemption price equal to the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon, but excluding, to the redemption date.

 

Under certain circumstances, Waste Connections may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the Notes to ensure that the net amounts received by each holder of the Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Notes. If such payment of Additional Amounts are a result of a change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the Notes then outstanding at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

 

If the Company experiences certain kinds of changes of control, each holder of the Notes may require the Company to purchase all or a portion of the Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

 

The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets.

 

 

The Indenture contains the following customary events of default (each an “Event of Default”):

 

	·	default in the payment of any interest upon any Note when it becomes due and payable, and the continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by Waste Connections with the Trustee or with a paying agent prior to 11:00 a.m., New York City time, on the 30th day of such period);
	·	default in the payment of principal of any Note at its maturity;
	·	default in the performance or breach of any other covenant or warranty by the Company in the Indenture (other than a covenant or warranty that has been included in the Indenture solely for the benefit of a series of debt securities other than the Notes), which default continues uncured for a period of 60 days after the Company receives written notice from the Trustee or the Company and the Trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding Notes as provided in the Indenture; or
	·	certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Waste Connections.

 

Upon an Event of Default, the principal of and accrued and unpaid interest on all the Notes may be declared to be due and payable by the Trustee or the holders of not less than 25% in principal amount of the outstanding Notes. Upon such a declaration, such principal and accrued interest on all of the Notes will be due and payable immediately. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

 

The terms of the Notes are further described in the Prospectus Supplement under the captions “Description of Notes” and “Description of Debt Securities,” respectively. The foregoing description of the Indenture is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein by reference.

 

Computershare Trust Company of Canada (the “Agent”) will initially act as paying agent, transfer agent, authenticating agent and registrar for the Notes. The obligations of the Company, Trustee and Agent with respect to the Notes are governed under the Agency Agreement, dated as of June 13, 2024, between the Company, the Trustee and the Agent (the “Agency Agreement”). The Company may change the paying agent, transfer agent, authenticating agent and registrar in accordance with the terms of the Indenture and the Agency Agreement. The foregoing description of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, a copy of which is filed as Exhibit 4.4 hereto and is incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

 

Safe Harbor and Forward-Looking Information

 

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 (“PSLRA”), including “forward-looking information” within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections’ current beliefs and expectations regarding future events, including its use of proceeds from the Offering. These forward-looking statements are often identified by the words “may,” “might,” “believes,” “thinks,” “expects,” “estimate,” “continue,” “intends” or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks, assumptions and uncertainties. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed in the Prospectus Supplement and the accompanying base prospectus, which are both a part of the Registration Statement, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and those risk factors set forth from time to time in the Company’s other filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit  Number	Description
4.1	Indenture, dated as of November 16, 2018, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2018).
4.2	Ninth Supplemental Indenture, dated as of June 13, 2024, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3	Form of Note (included in Exhibit 4.2 hereto).
4.4	Agency Agreement, dated as of June 13, 2024, by and between Waste Connections, Inc., U.S. Bank Trust Company, National Association and Computershare Trust Company of Canada.
5.1	Opinion of Latham & Watkins LLP regarding the enforceability of the Notes.
5.2	Opinion of Bennett Jones LLP regarding the legality of the Notes.
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
23.2	Consent of Bennett Jones LLP (included in Exhibit 5.2 hereto).
104	The cover page of Waste Connections, Inc.’s Current Report on Form 8-K formatted in Inline XBRL.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	WASTE CONNECTIONS, INC.
Date: June 13, 2024
	BY:	/s/ Mary Anne Whitney
		Mary Anne Whitney
		Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 4.2

 

Execution Version

 

WASTE CONNECTIONS, INC.

 

as Issuer,

 

to

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

 

as Trustee

 

 

NINTH SUPPLEMENTAL INDENTURE,

 

Dated as of June 13, 2024,

 

to Indenture dated as of November 16, 2018

 

 

C$500,000,000

 

4.50% Senior Notes due 2029

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE One SECURITY FORMS			1
	SECTION 1.1.	Forms of Notes	1
	SECTION 1.2.	Price	2
	SECTION 1.3.	Denominations	2
	SECTION 1.4.	Payment; Interest	2
	SECTION 1.5.	Currency	2
ARTICLE Two Paying Agent, Transfer Agent, Authenticating Agent and Registrar			2
	SECTION 2.1.	Appointment of Paying Agent and Registrar	2
	SECTION 2.2.	Appointment of Authenticating Agent and Transfer Agent	2
	SECTION 2.3.	Agency Agreement	2
ARTICLE Three AMENDMENTS TO BASE INDENTURE PROVISIONS			3
	SECTION 3.1.	Generally	3
	SECTION 3.2.	Additional Definitions	3
	SECTION 3.3.	Replaced Definitions	7
	SECTION 3.4.	Issuable in Series	7
	SECTION 3.5.	Book-Entry Provisions for Global Securities	7
	SECTION 3.6.	CUSIP Numbers	8
	SECTION 3.7.	Selection of Securities to be Redeemed	8
	SECTION 3.8.	Notice of Redemption	8
	SECTION 3.9.	Optional Redemption	9
	SECTION 3.10.	Limitation on Liens	11
	SECTION 3.11.	Limitations on Sale and Leaseback Transactions	13
	SECTION 3.12.	Withholding Taxes and Other Taxes	14
	SECTION 3.13.	Currency Conversion	17
	SECTION 3.14.	When the Company May Merge, Amalgamate, Etc.	18
	SECTION 3.15.	Covenant Defeasance	18
	SECTION 3.16.	Change of Control Triggering Event	18
	SECTION 3.17.	Notices	21
	SECTION 3.18.	Consent to Jurisdiction and Service	21

 

 

ARTICLE Four MISCELLANEOUS			21
	SECTION 4.1.	Construction	21
	SECTION 4.2.	Conflicts	22
	SECTION 4.3.	Successors and Assigns	22
	SECTION 4.4.	Severability	22
	SECTION 4.5.	Benefits of the Indenture	22
	SECTION 4.6.	Governing Law	22
	SECTION 4.7.	Defined Terms	22
	SECTION 4.8.	Counterparts	22
	SECTION 4.9.	Concerning the Trustee	22

 

 

NINTH SUPPLEMENTAL INDENTURE, dated as of June 13, 2024 (the “Ninth Supplemental Indenture”), between WASTE CONNECTIONS, INC., a corporation existing under the laws of Ontario, Canada (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a U.S. national banking association and successor in interest to U.S. Bank National Association, as trustee under the Base Indenture referred to below (the “Trustee”).

 

WHEREAS, the Company entered into an Indenture with the Trustee, dated as of November 16, 2018 (the “Base Indenture” and, as amended and supplemented by this Ninth Supplemental Indenture, the “Indenture”), providing for the issuance of senior debt securities, unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors; and

 

WHEREAS, the Company proposes to issue C$500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2029 (the “Notes,” and all references to Securities in the Base Indenture shall be deemed to refer also to the Notes unless the context otherwise provides); and

 

WHEREAS, Section 9.1 of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture, to among other things, establish the form or terms of Notes as permitted by the Base Indenture without the consent of any Securityholder; and

 

WHEREAS, the entry into this Ninth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture; and

 

WHEREAS, all things necessary have been done to make this Ninth Supplemental Indenture, when executed and delivered by the Company, the legal, valid and binding agreement of the Company, in accordance with its terms; and

 

WHEREAS, all things necessary have been done to make the Notes, when executed and delivered by the Company and authenticated by the Trustee as provided for in the Indenture, the legal, valid and binding agreements of the Company, in accordance with their terms; and

 

NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH, the parties hereto mutually covenant and agree as follows:

 

ARTICLE One

 

SECURITY FORMS

 

SECTION 1.1.  Forms of Notes. The Notes and any Additional Notes shall be in substantially the form of Exhibit A hereto and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of the Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any exchange on which the Notes may be listed, or to conform to usage. The terms and provisions set forth in the Notes shall constitute, and are hereby made a part of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of the Base Indenture and this Ninth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

 

 

SECTION 1.2.  Price. The Notes (excluding any Additional Notes) shall be issued at 99.933% of the aggregate principal amount of C$500,000,000.

 

SECTION 1.3.  Denominations. The Notes shall be issued in minimum denominations of C$2,000 and integral multiples of C$1,000 in excess thereof.

 

SECTION 1.4.  Payment; Interest. The principal amount of each Note shall be payable on June 14, 2029. Each Note shall bear interest from and including the date of issuance, or the most recent Interest Payment Date (as defined below), at the fixed rate of 4.50% per annum. The dates on which interest on the Notes shall be payable shall be June 14 and December 14 of each year, commencing December 14, 2024 (the “Interest Payment Dates”). The regular record date for interest payable on the Notes on any Interest Payment Date shall be May 31 and November 30, as the case may be, immediately preceding such Interest Payment Date.

 

SECTION 1.5.  Currency. References herein to “$” and “U.S. dollars” are to the lawful currency of the United States. References herein to “Canadian dollars,” “C$” and “CAD” are to the lawful currency of Canada.

 

ARTICLE Two

 

Paying Agent, Transfer Agent, Authenticating Agent and Registrar

 

SECTION 2.1.  Appointment of Paying Agent and Registrar. The Paying Agent and Registrar for the Notes shall each initially be Computershare Trust Company of Canada. The Company hereby initially designates the corporate trust office of such Paying Agent as the office to be maintained where the Notes may be presented for payment, registration of transfer or exchange. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar for the Notes, or to appoint additional or other Paying Agents or Registrars for the Notes and to approve any change in the office through which any Paying Agent or Registrar for the Notes acts.

 

SECTION 2.2.  Appointment of Authenticating Agent and Transfer Agent. The Company may appoint an authenticating agent (the “Authenticating Agent”) and a transfer agent (the “Transfer Agent”) for the Notes. The Authenticating Agent and the Transfer Agent shall each initially be Computershare Trust Company of Canada. The Company reserves the right at any time to vary or terminate the appointment of any Authenticating Agent or Transfer Agent for the Notes, or to appoint additional or other Authenticating Agents or Transfer Agents for the Notes and to approve any change in the office through which any Authenticating Agent or Transfer Agent for the Notes acts.

 

SECTION 2.3.  Agency Agreements. In furtherance of Section 2.1 and Section 2.2, the Trustee is hereby authorized and directed to execute and deliver one or more agency agreements among the Company, the Trustee and one or more of any Paying Agent, Transfer Agent, Authenticating Agent and Registrar with respect to the Notes, including but not limited to that Agency Agreement among the Company, the Trustee and Computershare Trust Company of Canada, dated as of the date hereof, appointing Computershare Trust Company of Canada as Paying Agent, Transfer Agent, Authenticating Agent and Registrar for the Notes.

 

 

ARTICLE Three

 

AMENDMENTS TO BASE INDENTURE PROVISIONS

 

SECTION 3.1.  Generally. The Base Indenture is hereby amended or amended and restated, in each case solely with respect to the Notes, as indicated in the following sections.

 

SECTION 3.2.  Additional Definitions. Section 1.1 of the Base Indenture is hereby amended by adding the following definitions in correct alphabetical order:

 

“Additional Notes” shall have the meaning set forth in Section 2.1.

 

“Agent Members” shall have the meaning set forth in Section 2.14.7(a).

 

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security to the extent applicable to such transaction and as in effect at the time of such transfer or transaction.

 

“Attributable Debt” means the present value of the rental payments during the remaining term of the lease included in the Sale and Leaseback Transaction. To determine that present value, the Company uses a discount rate equal to the lease rate of the Sale and Leaseback Transaction or, if the lease rate is not known to the Company, the weighted average interest rate of all series of securities outstanding at the time under the indenture compounded semi-annually. For these purposes, rental payments do not include any amounts required to be paid for taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights. In the case of any lease that the lessee may terminate by paying a penalty, if the net amount (including payment of the penalty) would be reduced if the lessee terminated the lease on the first date that it could be terminated, then this lower net amount will be used.

 

“Canada Yield Price” means, in respect of any Notes being redeemed, the price, in respect of the principal amount of the Notes, calculated by the Company as of the third Business Day prior to the day notice of redemption is given in respect of such Notes, equal to the sum of the present values of the remaining scheduled payments of interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal on the Notes to be redeemed from the redemption date to the Par Call Date using as a discount rate the sum of the Government of Canada Yield on such Business Day plus 25.5 basis points.

 

“Change of Control” means the occurrence of any of the following after the date of issuance of the Notes:

 

(a)            the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;

 

 

(b)            the consummation of any transaction (including any merger, amalgamation or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an employee of the Company or any of its Subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group” (as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock representing more than 50% of the voting power of the Company’s outstanding Voting Stock;

 

(c)            the Company consolidates with, or merges or amalgamates with or into, any person, or any person consolidates with, amalgamates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Company’s Voting Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing more than 50% of the voting power of the Voting Stock of the surviving or resulting person immediately after giving effect to such transaction;

 

(d)            during any period of twelve (12) consecutive calendar months, individuals who were members of the Board of Directors on the first day of such period cease to constitute a majority of the Board of Directors unless such new directors were approved by a majority of the directors who were directors on the first day of such period; or

 

(e)            the adoption of a plan relating to the Company’s liquidation or dissolution.

 

“Change of Control Offer” shall have the meaning set forth in Section 12.1(a).

 

“Change of Control Payment” shall have the meaning set forth in Section 12.1(a).

 

“Change of Control Payment Date” shall have the meaning set forth in Section 12.1(b)(iv).

 

“Change of Control Purchase Notice” shall have the meaning set forth in Section 12.1(c)(i).

 

“Change of Control Triggering Event” means the Notes cease to be rated Investment Grade by at least two of the three Rating Agencies on any date during the Trigger Period. If a Rating Agency is not providing a rating for the Notes at the commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

 

 

“Code” means the United States Internal Revenue Code of 1986, as amended.

 

“Consolidated Tangible Assets” means the total amount of assets of the Company and its consolidated subsidiaries less the value of all intangible assets, calculated based on the Company’s most recent balance sheet filed with the Securities and Exchange Commission.

 

“Excluded Holder” shall have the meaning set forth in Section 4.8(b).

 

“Fitch” means Fitch Ratings Inc. and any successor to its rating agency business.

 

“GAAP” means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination.

 

“Government of Canada Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by the Company, assuming semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates the remaining term to the Par Call Date.

 

“Indebtedness” means (a) all obligations for borrowed money or on which interest charges are customarily paid, all as shown on the balance sheet of the indebted party, (b) all items that would be included as liabilities on a balance sheet in accordance with GAAP as of the date at which Indebtedness is to be determined, and (c) all indebtedness secured by a security interest in property owned or being purchased by the indebted party and all guarantees of Indebtedness.

 

“Investment Grade” means a rating of BBB– or better by Fitch (or its equivalent under any successor rating category of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB– or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement agency.

 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

 

“Par Call Date” shall have the meaning set forth in Section 3.7(a).

 

 

“Principal Property” means any (i) waste processing, waste disposal or resource recovery plant or similar facility, together with fixtures thereon and the land underlying such facility (including any improvements thereon) and (ii) the Company’s corporate headquarters, together with fixtures thereon and the land underlying such building or buildings (including any improvements thereon), in each case, located within the United States or Canada and owned by or leased to the Company or any Restricted Subsidiary except (a) any such land, land improvements or fixtures (x) owned or leased jointly or in common with one or more persons other than the Company and any Restricted Subsidiaries in which the Company’s and its Restricted Subsidiaries’ interest does not exceed 50%, or (y) which the Board of Directors determines is not material in importance to the Company’s total business or (b) any portion of such land, land improvements or fixtures that the Board of Directors determines in good faith not to be of material importance to the use or operation thereof.

 

“Rating Agency” means each of Fitch, Moody’s and S&P; provided, that if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, the Company may appoint another “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act as a replacement for such Rating Agency and the Company shall give notice of such appointment to the Trustee and the Paying Agent.

 

“Relevant Taxing Jurisdiction” shall have the meaning set forth in Section 4.8(a).

 

“Restricted Subsidiary” means any Subsidiary of the Company (other than any Subsidiary of which the Company owns less than all of the outstanding Voting Stock) (a) principally engaged in, or whose principal assets consist of property used by the Company or any Restricted Subsidiary in, the storage, collection, transfer, interim processing, disposal or recycling of waste within the United States or Canada or (b) which the Company designates as a Restricted Subsidiary in an Officer’s Certificate delivered to the Trustee.

 

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

 

“Sale and Leaseback Transaction” shall have the meaning set forth in Section 4.7.

 

“Security Instrument” means any security agreement, chattel mortgage, assignment, financing or similar statement or notice, continuation statement, other agreement or instrument, or amendment or supplement to any thereof, providing for, evidencing or perfecting any Security Interest or lien.

 

“Security Interest” means any interest in any real or personal property or fixture which secures payment or performance of an obligation and shall include any mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising under a Security Instrument or as a matter of law, judicial process or otherwise.

 

“Taxes” shall have the meaning set forth in Section 4.8(a).

 

“Trigger Period” means the period commencing on the earlier of (1) the first public announcement by the Company of any Change of Control (or pending Change of Control) and (2) such Change of Control, and ending 60 days following the consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change).

 

 

“Voting Stock” of any person as of any date means the capital stock or share capital of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

 

SECTION 3.3.  Replaced Definitions. Section 1.1 of the Base Indenture is hereby amended by replacing in whole the following definitions in lieu of the corresponding existing definitions, so that in the event of a conflict with the definitions of terms in the Base Indenture, the following definitions shall control:

 

“Additional Amounts” shall have the meaning set forth in Section 4.8(a)(iii).

 

“Business Day” means any day except a Saturday, Sunday or a legal holiday in Toronto, Ontario, Canada (or in connection with any payment, the place of payment) on which banking institutions are authorized or required by law, regulation or executive order to close.

 

“Depositary” means, with respect to the Notes, CDS Clearing and Depository Services Inc. (“CDS”), its nominees and successors, or another person designated as Depositary by the Company, which must be a clearing agency registered under the Exchange Act.

 

SECTION 3.4.  Issuable in Series. Section 2.1 of the Base Indenture shall be amended and restated in its entirety to read as follows:

 

“The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. Additional Notes of the same class and Series (the “Additional Notes”) may be issued in one or more tranches from time to time, without notice to or the consent of the existing holders of the Notes. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officer’s Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities, including the Notes and Additional Notes, shall be equally and ratably entitled to the benefits of the Indenture.”

 

SECTION 3.5.  Book-Entry Provisions for Global Securities. A new Section 2.14.7 shall be added after 2.14.6 in the Base Indenture, which shall read as follows:

 

“Section 2.14.7 Book-Entry Provisions for Global Securities.

 

 

(a)            Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

 

(b)            The Depositary or its nominee, as registered owner and custodian of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members.”

 

SECTION 3.6.  CUSIP Numbers. Section 2.15 of the Base Indenture is amended by adding the following sentence at the end of the current provision:

 

“If Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, they shall be issued under a separate CUSIP number and ISIN from that under which the Notes are issued.”

 

SECTION 3.7.  Selection of Securities to be Redeemed. Section 3.2 of the Base Indenture shall be amended and restated in its entirety to read as follows:

 

“If less than all the Notes are to be redeemed, CDS in its sole discretion (in the case of Global Securities) or the Trustee (based solely on information provided to it by the Registrar) (in the case of Notes in certificated form) shall select the particular Notes to be redeemed in any, by lot or in any other manner that the Trustee deems fair and appropriate, including by lot or other method, unless otherwise required by law or applicable stock exchange requirements (as certified by the Company to the Trustee), subject, in the case of Global Securities, to the applicable rules and procedures of the Depositary. The Trustee shall make the selection from the Notes outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of the Notes that have denominations greater than a principal amount of C$2,000. Securities of the Series and portions of them it selects shall be in amounts of C$1,000 or whole multiples of C$1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption.”

 

SECTION 3.8.  Notice of Redemption. The first paragraph of Section 3.3 of the Base Indenture shall be amended and restated in its entirety to read as follows: “At least 10 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures) to each Holder whose Securities are to be redeemed, with a copy to the Trustee and the Paying Agent.”

 

 

SECTION 3.9.  Optional Redemption. A new Section 3.7 shall be added after Section 3.6 of the Base Indenture, which shall read as follows:

 

“Section 3.7 Optional Redemption.

 

(a)            Prior to May 14, 2029 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) the Canada Yield Price, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of either clause (i) or (ii), accrued and unpaid interest thereon to, but excluding, the redemption date.

 

(b)            On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

 

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

 

(c)            In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as CDS in its sole discretion (in the case of Global Securities) or the Trustee (based solely on information provided to it by the Registrar) (in the case of Notes in certificated form) deems appropriate and fair. No Notes of a principal amount of C$2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by CDS (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.

 

(d)            Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

 

(e)            Notice of any redemption of Notes may, at the Company’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Company or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date.

 

 

The Company shall notify holders of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to applicable procedures of CDS. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth in this Section 3.7.

 

(f)            The Company is entitled to redeem the Notes then outstanding, at its option, at any time, in whole but not in part, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee and the Paying Agent, to the registered address of each Holder (such notice to be provided not more than 90 days before the next date on which the Company would be obligated to pay Additional Amounts), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of Notes of record on the relevant record date to receive interest due on an interest payment that is on or prior to the redemption date), in the event the Company becomes, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes, any Additional Amounts as a result of (i) a change in, or amendment to, the laws or regulations of any Relevant Taxing Jurisdiction or (ii) a change in any official position or the introduction of an official position regarding the application or interpretation thereof (including a holding by a court of competent jurisdiction), which is publicly announced and becomes effective on or after the issue date of the Notes and such Additional Amounts cannot (as certified in an Officer’s Certificate to the Trustee and the Paying Agent) be avoided by the use of reasonable measures available to the Company. Notice of the Company’s intent to redeem the Notes pursuant to this Section 3.7(g) shall not be effective until such time as it delivers to the Trustee and the Paying Agent an (1) Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to such right of redemption have occurred and (2) opinion of independent legal counsel stating that the Company is or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as set forth in this Section 3.7(f).

 

(g)            The Company shall not be required to register the physical transfer or exchange of (i) Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, (ii) any Notes or portion thereof called for redemption, except the unredeemed portion of any Note being redeemed in part or (iii) Notes which have been surrendered for repayment, except the portion, if any, of Notes not to be repaid.”

 

 

SECTION 3.10.  Limitation on Liens. A new Section 4.6 shall be added after Section 4.5 in the Base Indenture, which shall read as follows:

 

“Section 4.6   Limitation on Liens.

 

(a)            The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist, directly or indirectly, any Indebtedness secured by a Security Interest upon any Principal Property of the Company or of a Restricted Subsidiary, whether owned as of the date of this Indenture or hereafter acquired, without making effective provision (and the Company hereby covenants that in any such case it shall make or cause to be made effective provision) whereby the Notes then outstanding and any other Indebtedness of the Company or any Restricted Subsidiary then entitled thereto shall be secured by such Security Interest equally and ratably with (or prior to) any and all other Indebtedness of the Company or any Restricted Subsidiary thereby secured for so long as any such other Indebtedness of the Company or any Restricted Subsidiary shall be so secured; provided, that nothing in this Section 4.6 shall prevent, restrict or apply to Indebtedness secured by:

 

i.             any Security Interest upon property or assets existing at the time of the acquisition thereof, which Security Interest secures obligations assumed by the Company or any Restricted Subsidiary;

 

ii.            any conditional sales agreement or other title retention agreement with respect to any property or assets acquired by the Company or any Restricted Subsidiary;

 

iii.           any Security Interest existing on the property or assets or shares of stock of an entity at the time such entity is merged or amalgamated with or into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the property or assets of such entity as an entirety or substantially as an entirety to the Company or any Restricted Subsidiary or at the time such entity becomes a Restricted Subsidiary;

 

iv.           any Security Interest existing on the property, assets or shares of stock of any successor entity that becomes the Company in accordance with the provisions of Section 5.1 of the Base Indenture;

 

v.            any Security Interest upon property or assets (x) existing at the time of, or created within 360 days after, the acquisition of such property or assets, or (y) securing Indebtedness incurred to finance all or part of the purchase price of such property or assets or the cost of constructing, improving, developing or expanding such property or assets that was incurred before, at the time of, or created within 360 days after, the later to occur of the completion of such construction, improvement, development or expansion or the commencement of commercial operation or use of the property or assets;

 

vi.           any Security Interest that secures any Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary or by the Company to a Restricted Subsidiary;

 

 

vii.          mechanics’, materialmen’s and other like liens (including those relating to construction, repair and storage) incurred in the ordinary course of business;

 

viii.         any Security Interest arising by reason of deposits or security given to governmental agencies required in order to do business with the government;

 

ix.            Security Interests for taxes, assessments or governmental charges not yet delinquent or Security Interests for taxes, assessments or governmental charges already delinquent but the validity of which is being contested in good faith;

 

x.            Security Interests (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed;

 

xi.            landlords’ liens on fixtures located on property leased by the Company or any Restricted Subsidiary in the ordinary course of business;

 

xii.           any Security Interest in favor of any governmental authority in connection with the financing of the cost of construction or acquisition of property;

 

xiii.          any Security Interest incurred in connection with pollution control, sewage or solid waste disposal, industrial revenue or similar financings;

 

xiv.         any Security Interest created by any program providing for the financing, sale or other disposition of trade or other receivables qualified as current assets in accordance with GAAP entered into by the Company or by any Restricted Subsidiary, provided that such program is on terms comparable for similar transactions, or any document executed by the Company or any Restricted Subsidiary in connection therewith, and provided that such Security Interest is limited to the trade or other receivables in respect of which such program is created or exists and the proceeds thereof; or

 

xv.           any extension, renewal or refunding (or successive extensions, renewals or refundings) in whole or in part of any Indebtedness secured by any Security Interest referred to in the foregoing clauses (i) through (xiv), inclusive, provided that the Security Interest securing such Indebtedness shall be limited to the property or assets which, immediately prior to such extension, renewal or refunding, secured such Indebtedness and additions to such property or assets, and the principal amount of such refinancing Indebtedness secured by such Security Interest does not exceed (x) the principal amount of such Indebtedness being refinanced plus (y) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such above-referenced refinancings.

 

Notwithstanding the foregoing provisions of this Section 4.6(a), the Company or any of its Restricted Subsidiaries may create, incur, assume or suffer to exist any Indebtedness secured by a Security Interest without so securing the Notes if, at the time such Security Interest becomes a Security Interest upon any Principal Property of the Company or such Restricted Subsidiary and after giving effect thereto, the aggregate outstanding principal amount of all Indebtedness of the Company and its Restricted Subsidiaries secured by Security Interests and permitted by this sentence (including the Attributable Debt in respect of Sale and Leaseback Transactions, but excluding Attributable Debt in respect of any Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Section 4.7(b)) does not exceed 15% of Consolidated Tangible Assets.

 

 

(b)            In the event that the Company shall hereafter secure the Notes equally and ratably with or prior to any other obligation or Indebtedness pursuant to the provisions of this Section 4.6, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of the Notes so secured, equally and ratably with or prior to such other obligations or Indebtedness.”

 

SECTION 3.11.  Limitations on Sale and Leaseback Transactions. A new Section 4.7 shall be added after the newly added Section 4.6 of the Base Indenture, which shall read as follows:

 

“Section 4.7   Limitations on Sale and Leaseback Transactions.

 

The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing to the Company or any Restricted Subsidiary of any Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (herein referred to as a “Sale and Leaseback Transaction”) unless:

 

(a)            the Company or such Restricted Subsidiary would be permitted pursuant to Section 4.6 to incur Indebtedness secured by a Security Interest on the Principal Property to be leased, in an aggregate principal amount equal to the Attributable Debt associated with such Sale and Leaseback Transaction, without equally and ratably securing the Notes;

 

(b)            within 180 days after the effective date of the Sale and Leaseback Transaction, the Company applies an amount equal to the fair value (as determined by the Board of Directors) of such Principal Property to be leased to the redemption or retirement of the Notes and/or any other Securities issued under the Indenture or to the payment or other retirement of other Indebtedness of the Company that ranks senior to or pari passu with the Notes or of Indebtedness incurred by any Restricted Subsidiary (other than, in either case, Indebtedness owned by the Company or any Restricted Subsidiary); or

 

(c)            within 180 days after entering into the Sale and Leaseback Transaction, the Company enters into a bona fide commitment or commitments to expend for the acquisition or capital improvement of a Principal Property an amount at least equal to the fair value (as determined by the Board of Directors) of such Principal Property to be leased.

 

 

Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, effect any Sale and Leaseback Transaction that is not allowable under clauses (a) through (c) of this Section 4.7 if, at the time of such Sale and Leaseback Transaction, the Attributable Debt associated with such Sale and Leaseback Transaction, together with the aggregate principal amount of outstanding Indebtedness secured by Security Interests upon Principal Property pursuant to the last sentence of Section 4.6(a), does not exceed 15% of Consolidated Tangible Assets. The calculation of such aggregate principal amount of outstanding Indebtedness secured by Security Interests upon Principal Property shall exclude (i) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with any refinancing and (ii) any Attributable Debt in connection with which the Company has purchased property, retired or defeased Indebtedness as described in Section 4.7(b).”

 

SECTION 3.12.  Withholding Taxes and Other Taxes. A new Section 4.8 shall be added after the newly added Section 4.7 of the Base Indenture, which shall read as follows:

 

“Section 4.8   Withholding Taxes and Other Taxes.

 

(a)            All payments made by or on behalf of the Company under or with respect to the Notes will be made without withholding or deduction for, or on account of, any present or future tax, duty, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (“Taxes”) imposed or levied by or on behalf of (1) the government of Canada or any province or territory of Canada, (2) any other jurisdiction in which the Company is organized or otherwise is resident for tax purposes or (3) any jurisdiction from or through which payment is made, in each case including any political subdivision or any authority or agency therein or thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless required by law or the interpretation or administration thereof. If the Company is obligated to withhold or deduct any amount on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Company shall:

 

i.             make such withholding or deduction;

 

ii.            remit the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;

 

iii.           subject to the limitations in Section 4.8(b), pay such additional amounts (“Additional Amounts”) as additional interest as may be necessary so that the net amounts received by each Holder of Notes, after such withholding or deduction (including any such withholding or deduction on such Additional Amounts), will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted;

 

iv.            furnish to the Trustee and the Paying Agent for the benefit of the Holders and beneficial owners of Notes, within 60 days after the date of the payment or remittance of any Taxes is due pursuant to applicable law, certified copies of an official receipt of the relevant government authority for all amounts deducted or withheld pursuant to applicable law, or if such receipts are not reasonably obtainable, other documentation evidencing the remittance by the Company of those Taxes; and

 

 

v.            at least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee and the Paying Agent an Officer’s Certificate setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee or the Paying Agent may request to enable the Paying Agent to pay such Additional Amounts to Holders of Notes on the payment date.

 

(b)            Notwithstanding the foregoing Section 4.8(a), no Additional Amounts will be paid with respect to or in respect of a payment made to or in respect of any Holder or beneficial owner of the Notes (an “Excluded Holder”):

 

i.             with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;

 

ii.            for or on account of Canadian withholding Taxes imposed on a payment under or with respect to a Note that is deemed under subsection 214(16) of the Income Tax Act (Canada) (or any similar successor provision or equivalent provision of any provincial or territorial law) to be a dividend;

 

iii.            which is an entity in respect of which the Company is a “specified entity” as defined in the proposals to amend the Income Tax Act (Canada) tabled in the Parliament of Canada on November 30, 2023 with respect to “hybrid mismatch arrangements” or substantially analogous provisions of any enacted amendments to the Income Tax Act (Canada);

 

iv.           for or on account of any Taxes that are imposed or withheld as a result of the presentation of any Note for payment (where presentation is required) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Taxes by presenting the relevant Note to another Paying Agent;

 

v.            which is subject to such Taxes by reason of the Holder or the beneficial owner of the Note (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being a resident, domiciliary or national of, incorporated in, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some present or former connection with the Relevant Taxing Jurisdiction otherwise than solely by the mere acquisition, holding or disposition of the Notes or the receipt of payments or enforcement of rights thereunder;

 

vi.            for or on account of any Taxes imposed or deducted or withheld by reason of the failure of the Holder or beneficial owner of the Note to complete, execute and deliver to the Company, any reasonable form or document concerning such Holder’s or beneficial owner’s nationality, citizenship, residence, identity or connection with the Relevant Taxing Jurisdiction, provided (1) such form or document is required by law (including any applicable tax treaty) or by reason of the interpretation or administration of such law in order to enable the Company to make payments on the Note without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, and (2) the Company has provided a timely written request to the Holder for such form or document;

 

 

vii.          for or on account of any Taxes imposed or withheld as a result of the presentation of any Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder or beneficial owner (except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

 

viii.         for or on account of any estate, inheritance, gift, sales, transfer, excise, personal property or similar Tax;

 

ix.            for or on account of any Tax that is payable otherwise than by withholding from payments under or with respect to the Notes (other than taxes payable pursuant to Regulation 803 of the Income Tax Act (Canada), or any similar successor provision or equivalent provision of any provincial or territorial law);

 

x.             if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment, to the extent that such payment would be required to be included in income under the laws of the Relevant Taxing Jurisdiction for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder of the Note;

 

xi.            for or on account of any Tax imposed pursuant to Sections 1471 through 1474 of the Code (including any amended or successor version), any current or future regulations or official interpretations thereof, any fiscal or regulatory legislation, rules or practices adopted pursuant to an intergovernmental agreement, treaty or convention between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code;

 

xii.           for or on account of any Taxes imposed by the United States or any political subdivision thereof; or

 

xiii.          for or on account of any combination of the exceptions listed in clauses (i) through (xii) immediately above.

 

(c)            Any reference in this Indenture to the payment of principal, premium, if any, interest, purchase price, redemption price or any other amount payable under or with respect to any Note will be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company’s obligation to make payments of Additional Amounts will survive any termination of this Indenture or the defeasance of any rights hereunder.

 

 

(d)            Without duplication of the foregoing, the Company shall indemnify and hold harmless each Holder and beneficial owner of Notes (other than an Excluded Holder), and upon written request therefor, shall reimburse each such Holder and beneficial owner (without duplication), for the full amount of (x) any Taxes imposed by a Relevant Taxing Jurisdiction and paid by such Holder or beneficial owner as a result of payments made under or with respect to the Notes and (y) any Taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under (x) above, but excluding any such Taxes on or computed by reference to such Holder’s or beneficial owner’s net income, revenue, profits or capital.

 

(e)            Without duplication of the foregoing, the Company shall pay any present or future stamp, issue, registration, court or documentary taxes or any other excise, property or similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance, registration or enforcement of the Notes, this Indenture or any other document or instrument in relation thereto, and the Company shall indemnify the Holders and beneficial owners of the Notes for any such amounts (including penalties, interest and other liabilities related thereto) paid by such Holders and beneficial owners.

 

(f)            Each Holder or beneficial owner of the Notes shall cooperate with the Company, the Trustee and the Paying Agent to provide any information or documentation reasonably requested by the Company, the Trustee or the Paying Agent in connection with the foregoing and to assist the Company, the Trustee or the Paying Agent in determining the applicable withholding tax rate and the amount of Additional Amounts or indemnity payments payable in respect thereof (though the foregoing shall impose no obligation on the Trustee other than pursuant to applicable laws or regulations).”

 

SECTION 3.13.  Currency Conversion.. A new Section 2.16 shall be added after the Section 2.15 of the Base Indenture, which shall read as follows:

 

(a)            “Payments of principal, interest and additional amounts, if any, in respect of the Notes will be payable in CAD. If CAD is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the applicable Notes will be made in U.S. dollars until CAD is again available to the Company. The amount payable on any date in CAD will be converted into U.S. dollars at a rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the latest U.S. dollar/CAD exchange rate available on or prior to the second Business Day prior to the relevant payment date as determined by the Company in its sole discretion. Any payment in respect of the Notes alternatively made in U.S. dollars will not constitute an event of default under the Notes or the Indenture. All determinations referred to above made by the Company will be at its sole discretion and will, in the absence of clear error, be conclusive for all purposes and binding on the Holders of the Notes.”

 

 

SECTION 3.14.  When the Company May Merge, Amalgamate, Etc.. The first paragraph of Section 5.1 of the Base Indenture shall be amended and restated in its entirety to read as follows:

 

“The Company shall not, in a single transaction or through a series of related transactions, consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”) if such transaction or series of transactions, in the aggregate, would result in a conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to any successor person, unless:

 

(a)            the Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of Canada or any province or territory thereof or any U.S. domestic jurisdiction and assumes by supplemental indenture the Company’s obligations under the Notes and the Indenture; and

 

(b)            immediately after giving effect to such transaction, no default or event of default shall have occurred and be continuing.”

 

SECTION 3.15.  Covenant Defeasance. The first paragraph of Section 8.4 of the Base Indenture shall be amended and restated in its entirety to read as follows:

 

“The Company may omit to comply with respect to the Notes with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 5.1 as well as Article XII (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to the Notes under Section 6.1), provided that the following conditions shall have been satisfied:”

 

SECTION 3.16.  Change of Control Triggering Event. A new Article XII shall be added after Article XI of the Base Indenture, which shall read as follows:

 

“ARTICLE XII

 

PURCHASE OF NOTES AT THE OPTION OF THE HOLDERS

 

Section 12.1 Purchase at Option of Holders Upon a Change of Control Triggering Event

 

(a)            Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has exercised its right to redeem the Notes pursuant to Article III of the Indenture, each Holder of Notes shall have the right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date; provided that (i) any such portion to be purchased must be an integral multiple of C$1,000 and (ii) the principal amount of any Note remaining after such purchase must equal C$2,000 or an integral multiple of C$1,000 in excess thereof.

 

(b)            Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to the Notes, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures), a notice to each Holder of Notes, with a copy to the Trustee and the Paying Agent, which notice shall govern the terms of the Change of Control Offer. Such notice shall state:

 

i.            the events causing the Change of Control;

 

 

ii.            the date of the Change of Control;

 

iii.           the amount of the Change of Control Payment;

 

iv.           the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);

 

v.            if the notice is sent prior to any Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date;

 

vi.           the name and address of the Paying Agent;

 

vii.          that the Holder must complete the Change of Control Purchase Notice (as defined below) to participate in the Change of Control Offer; and

 

viii.         any other procedures that Holders must follow to require the Company to purchase the Notes.

 

(c)            Purchases of Notes under this Section 12.1 shall be made, at the option of the Holder thereof, upon:

 

i.            delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “Change of Control Purchase Notice”) in the form set forth on the reverse of the Note at any time prior to 5:00 p.m., New York City time, on the Change of Control Payment Date; or

 

ii.            delivery or book-entry transfer of the Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery of the Change of Control Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Change of Control Payment therefor; provided that such Change of Control Payment shall be so paid pursuant to this Section 12.1 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in the related Change of Control Purchase Notice.

 

 

The Change of Control Purchase Notice shall state:

 

i.              if certificated, the certificate numbers of Notes to be delivered for purchase;

 

ii.            the portion of the principal amount of Notes to be purchased (which portion to be purchased must be an integral multiple of C$1,000);

 

iii.           that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; and

 

iv.           if such Change of Control Purchase Notice is delivered prior to the occurrence of a Change of Control pursuant to a definitive agreement giving rise to a Change of Control, that the Holder acknowledges that the Company’s offer is conditioned on the consummation of such Change of Control; provided, however, that if the Notes are not in certificated form, the Change of Control Purchase Notice must comply with appropriate procedures of the Depositary.

 

(d)            On the Change of Control Payment Date, the Company shall, to the extent lawful:

 

i.

accept or cause a third party to accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

 

ii.

deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and

 

iii.

deliver or cause to be delivered to the Paying Agent the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased.

 

(e)            The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all the Notes properly tendered and not withdrawn under its offer.

 

(f)            The Trustee shall not have any obligation to monitor the occurrence or dates of any Change of Control Triggering Event and may rely conclusively on an Officer’s Certificate from the Company related to such Change of Control Triggering Event. The Trustee shall not have any obligation to notify the Holders of the occurrence or dates of any Change of Control Triggering Event.

 

Section 12.2 Compliance with Tender Offer Rules

 

The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.”

 

 

SECTION 3.17.  Notices. Section 10.2 of the Base Indenture is hereby amended in part to change the delivery of notices to the Trustee to the following:

 

“U.S. Bank Trust Company, National Association

Corporate Trust Services

13737 Noel Road, 8th Floor Dallas, TX 75240

Attention: Michael Herberger (Waste Connections)

Telephone: (972) 581-1612

Email: Michael.Herberger@usbank.com”

 

SECTION 3.18.  Consent to Jurisdiction and Service. A new Section 10.19 shall be added after Section 10.18 of the Base Indenture, which shall read as follows:

 

“Section 10.19 Consent to Jurisdiction and Service

 

The Company hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York and the County and State of New York, United States of America in any suit or proceeding arising out of or relating to the Notes, the Indenture or the transactions contemplated thereby. 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 any 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 80 State Street, Albany, New York 12207-2543, 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 10.19, 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 Indenture.”

 

ARTICLE Four

 

MISCELLANEOUS

 

SECTION 4.1.  Construction. Unless otherwise supplemented or amended by this Ninth Supplemental Indenture, the Base Indenture is incorporated by reference in full into this Ninth Supplemental Indenture, and all parties to this Ninth Supplemental Indenture agree to be bound by the terms and provisions of the Base Indenture as supplemented and amended by this Ninth Supplemental Indenture. The Base Indenture and this Ninth Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Ninth Supplemental Indenture supersede any similar provisions included in the Base Indenture unless not permitted by law.

 

 

SECTION 4.2.  Conflicts. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Ninth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

 

SECTION 4.3.  Successors and Assigns. All covenants and agreements in this Ninth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

 

SECTION 4.4.  Severability. In case any provision in this Ninth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions herein and therein shall not in any way be affected or impaired thereby.

 

SECTION 4.5.  Benefits of the Indenture. Nothing in this Ninth Supplemental Indenture, expressed or implied, shall give to any person, other than the parties hereto and their successors hereunder, and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim under this Ninth Supplemental Indenture.

 

SECTION 4.6.  Governing Law. This Ninth Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York and this Ninth Supplemental Indenture and each such Note shall be governed by and construed in accordance with the laws of the State of New York.

 

SECTION 4.7.  Defined Terms. All terms used in this Ninth Supplemental Indenture not otherwise defined herein that are defined in the Base Indenture shall have the meanings set forth therein.

 

SECTION 4.8.  Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The words “executed,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Ninth Supplemental Indenture or any document to be signed in connection with this Ninth Supplemental Indenture 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. Without limitation to the foregoing, and anything in this Ninth Supplemental Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, Company Order, Opinion of Counsel, Note, instrument, agreement or other document delivered pursuant to this Ninth Supplemental Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, (b) all references in Section 2.3 of the Base Indenture or elsewhere in this Ninth Supplemental Indenture to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats, and (c) any requirement in this Ninth Supplemental Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the Notes. The Company agrees to assume all risks arising out of the use of using digital signatures, including without limitation the risk of the Trustee acting on unauthorized instructions.

 

SECTION 4.9.  Concerning the Trustee. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture or the Notes. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

 

[Signature pages follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed all as of the day and year first above written.

 

	WASTE CONNECTIONS, INC.
	By:	/s/ Mary Anne Whitney
		Name:	Mary Anne Whitney
		Title:	Executive Vice President and Chief Financial Officer

 

 

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	By:	/s/ Michael K. Herberger
		Name:	Michael K. Herberger
		Title:	Vice President

 

 

EXHIBIT A

 

[FORM OF FACE OF SECURITY]

 

[UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE MUST NOT TRADE THIS NOTE BEFORE [INSERT DATE THAT IS 4 MONTHS AND A DAY AFTER THE APPLICABLE ISSUE DATE].]¹

 

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE CDS & CO., BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]²

 

WASTE CONNECTIONS, INC.

 

4.50% SENIOR NOTES DUE 2029

 

CUSIP NO. 94106BAH4

 

ISIN NO. CA94106BAH48

 

¹ This paragraph should be included on all Notes until no longer required under applicable securities laws.

 

² These paragraphs should be included only if the Note is issued in global form.

 

 

No.

C$

 

Waste Connections, Inc., a corporation existing under the laws of Ontario, Canada (herein called the “Company,” which term includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [________________]³ or its registered assigns, the principal sum of ____________________ (C$___________________) Canadian dollars[, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases and Decreases of Interests in the Global Note attached hereto (but in no event may such amount exceed the aggregate principal amount of Notes authenticated pursuant to Section 2.3 of the Indenture referred to below and then outstanding pursuant the terms of the Indenture)]⁴, on June 14, 2029, at the office or agency of the Company referred to below, and to pay interest thereon from [____________________]⁵ or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on June 14 and December 14 in each year, commencing December 14, 2024 at the rate of 4.50% per annum, in Canadian dollars, until the principal hereof is paid or duly provided for. The first payment of interest shall be a long first coupon in the amount of C$2.262328768 per C$100 principal amount of Notes. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months; provided that, for an interest period that is not a full semi-annual interest period, interest on the Notes will be computed on the basis of a 365-day year and the actual number of days in such interest period.

 

If any principal, premium, interest or additional amount on the Notes is payable on a Saturday, Sunday or any other day when commercial banks are not open for business in Toronto, Ontario, Canada, the Company will make the payment on such Notes on the next succeeding Business Day, and no interest will accrue as a result of the delay in payment.

 

The Company will duly and punctually pay the principal of and interest, if any, on the Notes in whose name the Notes are registered at the close of business on the May 31 and November 30 immediately preceding the related interest payment dates. On or before 11:00 a.m. Toronto time, on the applicable interest payment date, the Company shall deposit with the Paying Agent money sufficient to pay the principal of and interest, if any, on the Notes. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Holders of the Notes on a subsequent special record date. The Company shall fix the record date and payment date. At least 10 days before the special record date, the Company shall send by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures) to the Trustee, the Paying Agent and to each Holder of the Notes a notice that states the special record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.

 

³ CDS & Co., if issued in global form.

 

⁴ Use if Global Security.

 

⁵ June 13, 2024 for the initial Notes.

 

 

Payment of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of this Security, will be made at the office or agency of the Company in The City of Toronto maintained for such purpose, or at such other office or agency as may be maintained for such purpose (which initially will be Computershare Trust Company of Canada acting through its corporate trust office located at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, as the initial Paying Agent, Transfer Agent, Authenticating Agent and Registrar for the Notes), in such coin or currency of Canada as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as such address shall appear on the Security register.

 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Solely for the purposes of disclosure under the Interest Act (Canada), whenever interest is to be calculated on the basis of a year of 360 days consisting of twelve 30-day months, the yearly rate of interest to which the rate used in such calculation is equivalent during any particular period is the rate so used multiplied by a fraction of which:

 

(i)

the numerator is the product of:

 

i.

the actual number of days in the calendar year in which such period ends, and

 

ii.

the sum of (A) the product of (x) 30 and (y) the number of complete months elapsed in the relevant period and (B) the number of days elapsed in any incomplete month in the relevant period; and

 

(ii)

the denominator is the product of 360 and the actual number of days in the relevant period.

 

Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the manual or facsimile signature of one of its authorized officers.

 

	WASTE CONNECTIONS, INC., as Issuer
	By:
		Name:
		Title:

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the 4.50% Senior Notes due 2029 referred to in the within-mentioned Indenture.

 

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	By:	COMPUTERSHARE TRUST COMPANY OF CANADA, as Authenticating Agent
	By:
		Authorized Signatory

 

Dated:

 

 

[FORM OF REVERSE SIDE OF SECURITY]

 

WASTE CONNECTIONS, INC.

 

4.50% Senior Notes due 2029

 

This Security is one of a duly authorized issue of Securities of the Company designated as its 4.50% Senior Notes due 2029 (herein called the “Securities”), initially in aggregate principal amount to C$[500,000,000], issued under and subject to the terms of an indenture (herein called the “Indenture”) dated as of November 16, 2018, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank, National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by a Ninth Supplemental Indenture, dated as of June 13, 2024, between the Company and the Trustee to which the Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.

 

This Security is subject to optional redemption and a special tax redemption, and may be the subject of an offer to purchase, as further described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities. In the event of redemption of this Security in accordance with the Indenture in part only, a new Security or Securities in principal amount equal to the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

 

Upon the occurrence of a Change of Control Triggering Event with respect to the Securities, unless the Company has exercised its right to redeem the Securities pursuant to Article III of the Indenture, each Holder of the Securities shall have the right to require the Company to purchase all or a portion (such that (i) any such portion to be purchased must be an integral multiple of C$1,000 and (ii) the principal amount of any Note remaining after such purchase must equal C$2,000 or an integral multiple of C$1,000 in excess thereof) of such Holder’s Security pursuant to Article XII of the Indenture.

 

If an Event of Default shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

 

The Indenture contains provisions for defeasance at any time of (a) the entire Indebtedness on the Securities and (b) certain covenants and Events of Default, in each case upon compliance with certain conditions set forth therein.

 

The Indenture permits, with certain exceptions (including certain amendments permitted without the consent of any Holders and certain amendments which require the consent of all of the Holders) as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture and the Securities at any time by the Company and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the Securities at the time Outstanding that are affected. The Indenture also contains provisions permitting the Holders of at least a majority in aggregate principal amount of the Securities (100% of the Holders in certain circumstances) at the time Outstanding that are affected, to waive compliance by the Company with certain provisions of the Indenture and the Securities and certain past Defaults and Events of Default under the Indenture and the Securities and their consequences. Any such consent, amendment or waiver by or on behalf of the Holder of this Security, once effective, shall be conclusive and binding upon every Holder affected by such amendment or waiver, with certain exceptions, and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.

 

 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company or any other obligor on the Securities (in the event such other obligor is obligated to make payments in respect of the Securities), which is absolute and unconditional, to pay the principal of, and premium, if any, and interest, if any, on, this Security at the times, place, and rate, and in the coin or currency, herein prescribed without the consent of the Holder of this Security.

 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the register that the Registrar shall keep with respect to the Securities and to their transfer and exchange, upon surrender of this Security for registration of transfer at the office or agency of the Company at the corporate trust office of the Registrar, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 

Except as indicated in the Indenture, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

A director, officer, employee or stockholder (past or present), as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Notes represented by a Global Security as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to the Indenture.

 

 

THIS SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

 

 

CHANGE OF CONTROL PURCHASE NOTICE

 

If you want to elect to have only part of the Security purchased by the Company pursuant to Section 12.1 of the Indenture, state the amount you elect to have purchased:

 

C$

 

Date:

 

Your Signature:

 

(Sign exactly as your name appears on the face of this Security)  

 

Tax Identification No:

 

Signature Guarantee*:

 

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

 

SCHEDULE OF INCREASES AND DECREASES OF INTERESTS
IN THE GLOBAL SECURITY⁶

 

The following increases or decreases in this Global Security have been made:

 

Date of Exchange

Amount of decrease in Principal Amount of this Global Security

Amount of increase in Principal Amount of this Global Security

Principal Amount of this Global Security following such decrease (or increase)

Signature of authorized officer of Trustee or Note Custodian

 

⁶        This should be included only if the Security is a Global Security.

 

 

 

Exhibit 4.4

 

Execution Version

 

AGENCY AGREEMENT

 

Agency Agreement, dated as of June 13, 2024 (this "Agreement"), between Waste Connections, Inc. (the "Issuer"), U.S. Bank Trust Company, National Association, as trustee under the Indenture (as defined below) (the "Note Trustee"), and Computershare Trust Company of Canada ("Computershare"), in each of the capacities specified herein (the "Agent").

 

WHEREAS, the Issuer proposes to issue Canadian dollar-denominated 4.50% Senior Notes due 2029 (the "Canadian Notes" and individually, a "Canadian Note") in the aggregate principal amount of C$500,000,000, on the date hereof, pursuant to the Indenture, dated as of November 16, 2018 (the "Base Indenture"), as supplemented from time to time, between the Issuer and the Note Trustee, including by the ninth supplemental indenture, dated as of June 13, 2024 (the "Ninth Supplemental Indenture"), related to the issuance of the Canadian Notes (the “Indenture”).

 

AND WHEREAS, the Issuer and the Note Trustee hereby appoint the Agent to perform certain services described herein in connection with the Canadian Notes. The Agent will have only those duties as are specifically provided herein, which will be deemed purely ministerial in nature, and will under no circumstances be deemed a fiduciary for any parties to this Agreement.

 

AND WHEREAS, the foregoing recitals are statements of fact made by the Issuer and Note Trustee and not by the Agent.

 

NOW THEREFORE, the Issuer, the Note Trustee and the Agent covenant and agree for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as follows:

 

1.

Defined Terms

 

Capitalized terms not otherwise defined herein are used herein as defined in the Indenture, as the same may be amended, varied or supplemented from time to time with the consent of the parties thereto.

 

(a)

"Business Day" means any day except a Saturday, Sunday or a legal holiday in Toronto, Ontario, Canada (or in connection with any payment, the place of payment) on which banking institutions are authorized or required by law, regulation or executive order to close.

 

(b)

"Noteholders" means any registered holder of record of the Canadian Notes, as they appear on the Register of the Agent.

 

2.

Appointment of Agent

 

(a)

In accordance with and subject to Section 2.3 of the Base Indenture and Section 2.2 of the Ninth Supplemental Indenture, the Note Trustee hereby appoints, and the Issuer hereby approves, the Agent as Authenticating Agent with respect to the Canadian Notes. The Agent hereby accepts such appointment for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned.

 

 

(b)

In accordance with and subject to Section 2.4 of the Base Indenture and Section 2.1 of the Ninth Supplemental Indenture, the Issuer hereby appoints the Agent as Paying Agent and Registrar with respect to the Canadian Notes. The Agent hereby accepts such appointment for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned.

 

(c)

In accordance with and subject to Section 2.2 of the Ninth Supplemental Indenture, the Issuer hereby appoints the Agent, as Transfer Agent with respect to the Canadian Notes. The Agent hereby accepts such appointment for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned.

 

(d)

In the event of any inconsistency between the Indenture and this Agreement, the terms of this Agreement shall prevail as between the parties hereto; provided, however, that with respect to the terms of the Canadian Notes, the provisions of the Indenture and the Canadian Notes shall prevail.

 

3.

Payment of Interest, Principal and Additional Amounts

 

(a)

All interest payments in respect of the Canadian Notes will be made by the Agent on the relevant Interest Payment Date to the registered Canadian Note holders in whose names the Canadian Notes are registered at the close of business (Toronto Time) on the record date specified in the Canadian Notes next preceding the Interest Payment Date or such other date as is provided in the Indenture. So long as the Canadian Notes are registered in the name of CDS Clearing and Depository Services Inc. (the "Canadian Depository") or its nominee, all interest payments on the Canadian Notes shall be made by the Agent by wire transfer of immediately available funds in Canadian dollars to an account or accounts designated by the Canadian Depository. In the event that the Canadian Notes cease to be represented by a single global certificate, all interest payments and payments of any Additional Amounts on the Canadian Notes shall thereafter be made by the Agent by cheque or wire transfer of immediately available funds in Canadian dollars to Noteholders as reflected in the Register maintained by the Agent, in respect of the Canadian Notes.

 

(b)

The Agent will pay the principal amount of each Canadian Note on the applicable maturity date or upon any redemption date with respect thereto, together with accrued and unpaid interest due at maturity or such redemption date, if any, only upon presentation and surrender of such Canadian Note (if in definitive form).

 

(c)

Notwithstanding the foregoing:

 

(i)

if any Canadian Note is presented or surrendered for payment to the Agent and the Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Agent shall as soon as is reasonably practicable notify the Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;

 

 

(ii)

the Agent shall cancel each Canadian Note against surrender of which it has made full payment and shall deliver each Canadian Note so cancelled by it to the Note Trustee; and

 

(iii)

in the case of payment of principal against presentation of a Canadian Note, the Agent (in its capacity as Registrar of the Canadian Notes) shall note or procure that there is noted on the relevant schedule to such Canadian Note, the amount of such payment and, the remaining principal amount outstanding of the Canadian Note and shall procure the signature of such notation on its behalf.

 

(d)

The Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment under Section 4(a).

 

(e)

If at any time and for any reason the Agent makes a partial principal payment in respect of a Canadian Note, the Agent (in its capacity as Registrar of the Canadian Notes) shall, in respect of such Canadian Note, endorse thereon a statement indicating the amount and date of such payment.

 

(f)

If the Issuer intends to redeem all or any portion of the Canadian Notes prior to their stated maturity date pursuant to and in accordance with the terms of the Indenture it shall give not more than 60 nor less than 10 days' written notice of such intention to the Note Trustee and the Noteholders in accordance with the relevant provisions of the Indenture and stating the date on which such Canadian Notes are to be redeemed. The Agent shall on behalf of and at the expense of the Issuer send such notice to the Noteholders. In the case of a partial redemption of the Canadian Notes the principal amount of the Canadian Notes being partially redeemed on an Interest Payment Date shall be redeemed in accordance with the Indenture.

 

(g)

Any payment to be made to the Agent for the Agent to in turn disburse (the "Deposit") shall be preceded by email confirmation from the Issuer of the payment by 4.30pm (Toronto time) on the date which is one (1)  Business Day before the date the Agent is required to make the payment, indicating the amount of principal or interest (as the case may be) payable in respect of the Canadian Notes on the date in question and the apportionment of such amounts as between principal and interest. The Agent shall not exercise any lien, right of set-off or similar claim against any person to whom it makes any payment hereunder, nor shall any commission or expense be charged by it to any such person in respect thereof.

 

(h)

If any payment to be made by the Agent hereunder would, in accordance with the terms of the Indenture, be accompanied by an Additional Amount, then the payment of such Additional Amount will also be made by the Agent and all references herein to then such payment and the funding thereof shall be deemed to include such Additional Amount.

 

 

(i)

If the Agent makes any payment in accordance with Section 3(d), it shall be entitled to appropriate for its own account out of the funds received by it under Section 4 an amount equal to the amount so paid by it.

 

(j)

Any calculation required for the purposes of determining the aforementioned payment amounts in this Section shall be the responsibility of the Issuer. The Issuer shall make such calculations in good faith, and absent manifest error, the Issuer’s calculations shall be final and binding on the Agent. The Agent shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

 

4.

Availability of Funds

 

(a)

In order to provide for the payment of principal and interest in respect of the Canadian Notes as the same becomes due and payable in accordance with the Indenture, the Issuer shall pay to the Agent or otherwise cause the Agent to receive an amount that is equal to the amount of such principal and interest then falling due in respect of the Canadian Notes.

 

(b)

The Issuer shall, not later than 10:00 a.m. (Toronto time) on each Interest Payment Date, on which any payment of principal or interest in respect of the Canadian Notes becomes due, pay or cause to be paid to the Agent such amounts, in Canadian dollars, in immediately available funds as may be required for the purpose of paying such principal or interest under the Canadian Notes (after taking account of any cash then held by the Agent and available for that purpose).

 

(c)

The Agent shall as soon as is reasonably practicable notify the Note Trustee, the Agent's bank and the Issuer if, by 5.00 p.m. (Toronto time) on an Interest Payment Date, the Agent has not received the dollar deposit required by Section 4(b) and/or there are not sufficient funds in dollars available to the Agent to discharge the amount of the monies payable thereon in accordance with the provisions of the Indenture on such Interest Payment Date, and the Agent will in addition notify the Issuer as soon as reasonably practicable after any Interest Payment Date it has not received the dollar deposit required by Section 4(b) and/or as otherwise described in accordance with this Section 4.

 

(d)

The Agent shall only be required to disburse funds under this Section 4 to the extent that funds have been deposited with it.

 

	5.	Signatories
		The Issuer shall deliver any evidence of its appointment of signatories which may be requested from time to time by the Agent as it requires.

 

 

6.

Tax Reporting

 

(a)

The Agent shall be responsible for performing all Canadian tax withholding and tax reporting obligations of the Issuer and the Agent with respect to all payments on the Canadian Notes, including receipt and administration of tax withholding information from the Canadian Depository with respect to the Canadian Notes, remittance of any amounts required to be withheld to the appropriate Canadian taxing authorities and preparation and submission to appropriate Canadian taxing authorities of all tax returns and any other appropriate documentation and information with respect to any such amounts withheld from interest and other amounts payable in respect of the Canadian Notes. The Issuer shall provide the Agent with any applicable documents, including tax forms or other documents that may reasonably be required by the Agent.

 

(b)

With respect to any jurisdiction other than Canada, the Agent shall be entitled to rely entirely on the advice of the Issuer as to whether any taxes should be withheld from payments made by the Agent and remitted to the tax authorities in such jurisdiction.

 

7.

Authentication, Registrar and Transfer Agent Rights and Obligations

 

(a)

The Agent shall keep the Issuer’s register of Noteholders, register of transfers and branch register(s) of transfers (collectively the “Registers”) at its principal office in Toronto, Ontario, subject to any general or particular instructions as may from time to time be given to it by the Issuer, the Agent shall:

 

(i)

make such entries from time to time in the Registers as may be necessary in order that the accounts of each Noteholder be properly and accurately kept and transfers of Canadian Notes properly recorded;

 

(ii)

upon payment of any applicable transfer taxes, authenticate, register and issue Canadian Notes, as applicable, to the Noteholders entitled thereto, representing the Canadian Notes held by or transferred to them, respectively;

 

(iii)

record the particulars of all transfers of Canadian Notes upon the Registers;

 

(iv)

authenticate and deliver, on behalf of the Note Trustee, Canadian Notes issued pursuant to a written direction of the Issuer; and

 

(v)

furnish to the Issuer, upon the reasonable request and at the expense of the Issuer, such statements, lists, entries, information and material, concerning transfers and other matters, as are maintained or prepared by it as Agent for the Issuer.

 

(b)

The Issuer agrees that so long as this Agreement is in force, it shall not issue any certificates for Canadian Notes without such certificates being authenticated by the Agent in its capacity as an Authenticating Agent on behalf of the Note Trustee for the Canadian Notes.

 

 

(c)

The Issuer hereby confirms that it has reviewed its articles of incorporation, by-laws and other governing documents and they allow for the issuance of book-based securities.

 

(d)

Upon surrender for transfer of any Canadian Note at the offices of the Agent, the Issuer shall execute, and the Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Canadian Notes of a like aggregate principal amount, all as requested by the transferor, subject to paragraphs (h) and (k) of this Section.

 

(e)

No Canadian Note shall be issued until it has been authenticated by the Agent as Authenticating Agent on behalf of the Note Trustee. Such a Canadian Note certificate shall be conclusive evidence that such Canadian Note is duly issued and is entitled to the benefits hereof and the benefits of the Indenture. The signature of the Agent on any Canadian Note shall not be construed as a representation or warranty by Agent as to the validity of this Agreement or of such Canadian Note.

 

(f)

At the option of the Noteholder, Canadian Notes may be exchanged for Canadian Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Canadian Notes to be exchanged at Computershare and upon payment, if the Issuer shall so require, of the charges hereinafter provided, subject to paragraph (k) of this Section.

 

(g)

Whenever any Canadian Notes are so surrendered for exchange, the Issuer shall execute, and the Agent shall authenticate and deliver the Canadian Notes which the Noteholder making the exchange is entitled to receive as provided in this Section and under the Indenture.

 

(h)

Every Canadian Note surrendered for transfer shall (if so required by the Issuer or the Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Agent duly executed by the Noteholder thereof or his attorney duly authorized in writing in the form attached as Schedule A.

 

(i)

No transfer of a Canadian Note shall be effective as against the Issuer unless made at the office of the Agent by the registered Noteholder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Issuer and the Agent, upon compliance with such requirements as this Agreement, and as the Agent may prescribe.

 

(j)

The Issuer shall issue and record Canadian Notes, as authorized and effect transfers of Canadian Notes upon receipt of appropriate documentation.

 

 

(k)

The Issuer and/or the Agent may require payment of a sum sufficient to cover any tax or other similar governmental charge that may be imposed in connection with any transfer or exchange of Canadian Notes. No service charge shall be charged to Noteholders for any registration of transfer or exchange of Canadian Notes.

 

(l)

Where Canadian Notes are held by the Canadian Depository, the Agent shall have no responsibility or liability for any aspect of the records (including transfers or exchanges) relating to or payment made on account of beneficial ownership interests in these particular Canadian Notes or for maintaining, supervising or reviewing any records relation to such beneficial ownership interests.

 

8.

Communications with Canadian Depository

 

The Agent shall act as the Issuer's primary liaison with the Canadian Depository for the Canadian Notes in Canada and, in such capacity, shall promptly notify the Issuer regarding any instructions or other communications received from the Canadian Depository with respect to the Issuer or otherwise in connection with the Canadian Notes and shall at the request of the Issuer from time to time facilitate communications between the Issuer and the Canadian Depository, including by delivering notices or other communications provided by the Issuer to the Canadian Depository.

 

9.

Agreements of Agent

 

The Agent hereby agrees, for the benefit of the Issuer and the Note Trustee, that:

 

(a)

the Agent will hold all sums held by it as Agent for the payment of the principal or interest, if any, on the Canadian Notes in trust for the benefit of the holders of the Canadian Notes entitled thereto, or for the benefit of the Note Trustee, as the case may be, until such sums shall be paid out to such holders or otherwise as provided in paragraph (c) below and in the Indenture;

 

(b)

the Agent will promptly give the Note Trustee notice of any failure by the Issuer in the making of any deposit for the payment of principal of or interest, if any, on the Canadian Notes that shall have become payable and of any default by the Issuer in making any payment of the principal of or interest, if any, on the Canadian Notes where the same shall be due and payable as provided in the Canadian Notes; and

 

(c)

while any such payment default of the Issuer continues in respect of the Canadian Notes, the Agent shall, if so required by notice in writing given by the Note Trustee to the Agent deliver up all Canadian Notes and all money, documents and records held by the Agent in respect of the Canadian Notes to the Note Trustee or as the Note Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any document or record which the Agent is obliged not to release by any applicable law or regulation. Upon such delivery and payment over to the Note Trustee (or as otherwise directed), the Agent shall have no further liability for the money.

 

 

10.

Fees and Expenses

 

The Issuer shall pay to the Agent compensation for its services hereunder, including as set out in a separate fee schedule. The Issuer shall reimburse the Agent request for all reasonable and documented out of pocket expenses incurred by it. Such expenses shall include the reasonable and documented compensation and expenses of the Agent’s agents and counsel. Any amount owing under this Section and unpaid thirty (30) days after request for such payment will bear interest from the expiration of such thirty (30) days at a rate per annum equal to the then current rate charged by the Agent, payable on demand.

 

11.

Terms and Conditions

 

The Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Issuer agrees:

 

(a)

The Agent shall be entitled to treat the registered holder of any Canadian Note as the absolute owner of such Canadian Note for all purposes and make payments thereon accordingly.

 

(b)

The Agent may in connection with its services hereunder:

 

(i)

rely without further investigation or inquiry upon the terms of any notice, communication or other document reasonably believed by it to be genuine;

 

(ii)

employ such agents, counsel, accountants, engineers, appraisers or other assistants or experts as it may reasonably require for the proper discharge and determination of its rights and duties under this Agreement, and it may act, or not act, and shall be protected in acting, or not acting, in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct on the part of any of them. The reasonable and documented costs of such services shall be added to and be part of the Agent’s fee hereunder.

 

(iii)

refer any question relating to the ownership of any Canadian Note, or the adequacy or sufficiency of any evidence supplied in connection with the replacement, transfer or exchange of any Canadian Note to the Issuer for determination by the Issuer and in good faith conclusively rely upon any determination so made; and

 

(iv)

whenever in the administration of this Agreement it shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, accept a certificate signed by any person duly authorized on behalf of the Issuer as to any fact or matter prima facie within the knowledge of the Issuer as sufficient evidence thereof.

 

(c)

The Agent shall only be obliged to perform the duties set out herein and such other duties as are necessarily incidental thereto. The Agent shall not (a) be under any fiduciary duty towards any person, (b) be responsible for or liable in respect of the authorization, validity or legality of any Canadian Note amount paid by it as directed hereunder or any act or omission of any other person, (c) be under any obligation towards any person other than the Note Trustee and the Issuer; or (d) assume any relationship of agency or trust for or with any Noteholder.

 

 

(d)

The Agent may purchase, hold and dispose of beneficial interests in a Canadian Note and may enter into any transaction (including, without limitation, any depository, trust or agency transaction) with the Issuer or any holders or owners of any Canadian Notes or with any other party hereto in the same manner as if it had not been appointed as the Agent of the Issuer or the Note Trustee in relation to the Canadian Notes.

 

(e)

No provisions of this Agreement shall require the Agent to expend its own funds or otherwise incur financial liability in the performance of its duties hereunder or the exercise of any of its right or powers, or to disburse funds hereunder unless it has received cleared funds deposited with it in sufficient amount to pay in full all amounts the Agent will be disbursing, to be received by the Agent by the time required under the terms of this Agreement.

 

(f)

The Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received documentation in form and substance reasonably acceptable to the Agent. Such documentation must not require the exercise of any discretion or independent judgment.

 

(g)

The Agent shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to the Agent ("Electronic Methods") from a person purporting to be (and whom such Agent, acting reasonably, believes in good faith to be) the authorized representative of the Issuer or the Note Trustee as sufficient instructions and authority of the Issuer or the Note Trustee for the Agent to act and shall have no duty to verify or confirm that person is so authorized. The Agent shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such instructions or directions. The Issuer and the Note Trustee agree: (i) to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Agent , including without limitation the risk of the Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that they are fully informed of the protections and risks associated with the various methods of transmitting instructions to the Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the Issuer or the Note Trustee; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

 

(h)

The sending of a cheque by the Agent or the sending of monies by wire transfer by the Agent will satisfy and discharge the liability for any amounts due to the extent of the sum or sums represented thereby (plus the amount of any tax deducted or withheld as required by law) unless such cheque or wire is not honored on presentation; provided that, in the event of the non-receipt of such cheque or wire by the payee, or the loss or destruction thereof, the Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque or wire.

 

 

(i)

The Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, bad faith or willful misconduct.

 

(j)

The Agent shall incur no liability with respect to the delivery or non-delivery of any cash/cheque whether delivered by hand, wire transfer, registered mail or bonded courier provided that the Agent has complied with its obligations hereunder with respect to the delivery of any cash/cheque.

 

(k)

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages of any person.

 

(l)

Notwithstanding any other provision of this Agreement, any liability of the Agent shall be limited to direct damages sustained by a party to this Agreement, and shall be limited, in aggregate, to any one or more parties, to the amount of its annual fees collected under this Agreement.

 

(m)

The Agent may, but is not required, to deliver funds in excess of the amount deposited with it.

 

(n)

The Agent shall be under no obligation to prosecute or defend any claim or suit in respect of its agency relationship under this Agreement, but will do so at the request of the Issuer provided that the Issuer furnishes indemnity and funding reasonably satisfactory to the Agent against any liability, cost or expense which might be incurred.

 

(o)

With respect to any amount held on account of interest payments or other distributable amount which is unclaimed or which cannot be paid for any reason, the Agent will be under no obligation to invest or reinvest the same but shall, subject to any applicable unclaimed property legislation, only be obligated to hold same in a current or other non-interest bearing account pending payment to the person or persons entitled thereto, and shall be entitled to retain for the Agent’s own account any benefit earned by the holding of same prior to its disposition in accordance with this Agreement.

 

(p)

The Agent shall not be responsible for determining the accuracy of information provided to it under this Agreement.

 

 

(q)

The Agent makes no representations as to the validity or sufficiency of the Indenture. For the avoidance of doubt, the Agent shall not be accountable for the Issuer’s use of the proceeds of the Canadian Notes.

 

(r)

The Agent does not have any interest in the Deposit but is serving as paying agent only and is not a debtor of the parties hereto in respect of the Deposit.

 

(s)

The Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing, and signed by the parties hereto and if its duties herein are affected, unless it shall have given its prior written consent thereto, such consent not to be unreasonably withheld, conditioned or delayed. For greater certainty, no implied duties or obligations of any kind shall be read into this agreement against or on the part of the Agent.

 

(t)

The Agent accepts the duties and responsibilities under this Agreement and agrees to act as a reasonable Agent would in similar circumstances; no trust is intended to be, or is or will be, created hereby and the Agent shall owe no duties hereunder as trustee.

 

(u)

The Agent shall not be required to take notice of any default or to take any action with respect to such default involving any expense or liability, unless notice in writing of such default is formally given to the Agent, and unless it is indemnified and funded, in a manner satisfactory to it, against such expense or liability.

 

(v)

Notwithstanding any provisions with respect to redemptions, either full (at maturity or otherwise) or partial, the expiry dates, payment dates and other acts that may be required to be done in connection with this Agreement, may be altered due to the internal procedures and processes with respect to cut-off times of the Canadian Depository.  It is understood and agreed to by the parties hereto that the Agent shall have no responsibility in connection with any cut-off time imposed by the Canadian Depository.

 

(w)

The Agent shall not be liable for any failure to act upon any direction of the parties or any other notice or communication, or failure to act upon same in a timely manner, unless any such failure is attributable to its gross negligence, bad faith or wilful misconduct.

 

12.

Resignation; Removal; Successor

 

(a)

Subject to Section 12(i), the Agent may resign in respect of each of its capacities designated hereunder upon not less than 60 days' written notice to the Issuer and the Note Trustee to that effect, which notice shall expire not less than 45 days before an Interest Payment Date related to the Canadian Notes.

 

(b)

Subject to Section 12(i), the Issuer may at any time with the prior written consent of the Note Trustee terminate the appointment of the Agent in respect of each of its capacities designated hereunder in relation to the Canadian Notes by not less than 60 days' written notice to the Note Trustee and the Agent, which notice shall expire not less than 45 days before an Interest Payment Date.

 

 

(c)

If at any time:

 

(i)

a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or any part of the undertaking, assets and revenues of the Agent;

 

(ii)

the Agent admits in writing its insolvency or inability to pay its debts as they fall due or suspends payments of its debts;

 

(iii)

an administrator or liquidator of the Agent of the whole or any part of the undertaking, assets and revenues of the Agent is appointed (or application for any such appointment is made);

 

(iv)

the Agent takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its indebtedness;

 

(v)

an order is made or an effective resolution is passed for the winding up of the Agent; or

 

(vi)

any event occurs which has an analogous effect to any of the foregoing, the Issuer may, with the prior written approval of the Note Trustee (which approval shall not be unreasonably withheld or delayed), forthwith terminate without notice the appointment of the Agent in each of its capacities hereunder. On the occurrence of any of the above, the Agent shall forthwith notify the Issuer.

 

(d)

The Issuer may, with the prior written approval of the Note Trustee (such approval not to be unreasonably withheld or delayed):

 

(i)

appoint a successor agent in respect of any of the capacities designated hereunder; and/or

 

(ii)

appoint one or more additional agent in respect any of the capacities designated hereunder in respect of the Canadian Notes;

 

(iii)

and shall forthwith give notice of any such appointment to the Agent and the Noteholders.

 

(e)

If the Agent gives notice of its resignation in accordance with Section 12(a) and by the tenth day before the expiration of such notice a successor Agent has not been duly appointed, the Agent may itself, following such consultation with the Issuer as is practicable in the circumstances and with the prior written approval of the Note Trustee and the Issuer (provided such failure to appoint was not due to default by the Issuer), appoint as its successor Agent any reputable and experienced bank or financial institution and give notice of such appointment to the Issuer and the Noteholders.

 

 

(f)

Upon the execution by the Issuer and any successor Agent of an instrument effecting the appointment of such successor Agent, such successor Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with like effect as if originally named as the Agent herein and the Agent, upon payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), shall thereupon become obliged to transfer, deliver and pay over, and such successor Agent shall be entitled to receive, all monies, records and documents (including any Canadian Notes, if any) held by the Agent hereunder.

 

(g)

The Issuer shall, within 30 days following the revocation of the appointment of the Agent, the appointment of a successor Agent or the resignation of the Agent, give to the Noteholders written notice thereof.

 

(h)

Notwithstanding Sections 12(a) to 12(g):

 

(i)

no resignation by or termination of the appointment of the Agent shall take effect until a successor Agent in respect of the Canadian Notes, approved in writing by the Note Trustee, has been appointed on terms previously approved in writing by the Note Trustee;

 

(ii)

no appointment or termination of the appointment of the Agent shall take effect unless and until notice thereof shall have been given to the Noteholders in accordance with the Indenture; and

 

(iii)

the appointment of any additional or successor Agent shall be mutatis mutandis on the terms and subject to the conditions of this Agreement and each of the parties hereto shall co-operate fully to do all such further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of such successor Agent.

 

(i)

Upon any resignation or revocation taking effect under Section 12(a) or any termination under Section 12(b), the Agent shall:

 

(i)

without prejudice to any accrued liabilities and obligations, be released and discharged from any further obligations under this Agreement (save that it shall remain entitled to the benefit of, and subject to, this Section 12 and Sections 10 and 11);

 

(ii)

in the case of any resignation, repay to the Issuer such part of any fee paid to it in accordance with Section 10 as shall relate to any period thereafter;

 

(iii)

deliver to the Issuer and to the successor Agent a copy, certified as true and up-to-date by an officer of the Agent, of the records maintained by it pursuant to this Agreement;

 

 

(iv)

forthwith transfer all monies and papers (including any unissued Canadian Notes held by it hereunder) to the successor Agent in that capacity and provide reasonable assistance to its successor for the discharge by it of its duties and responsibilities hereunder; and

 

(v)

pay to the successor Agent any amount held by it for payment of principal or interest in respect of the Canadian Notes.

 

(j)

Any legal entity into which the Agent is merged or converted or any legal entity resulting from any merger, amalgamation or conversion to which the Agent is a party shall, to the extent permitted by applicable law, be the successor to the Agent without any further formality, whereupon the Issuer and the Note Trustee and such successor shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. Written notice of any such merger or conversion shall forthwith be given by such successor to the Issuer and the Note Trustee, but failure to do so shall not constitute a breach of this Agreement.

 

13.

Indemnification

 

(a)

The Issuer agrees to indemnify the Agent and its officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) and save them harmless against all actions, causes of action, proceedings, suits, duties, debts, claims, demands, interest, penalties, losses, damages, costs, expenses and any liabilities whatsoever, including taxes incurred by it which it or they may incur or sustain in connection with its appointment or in the performance of its duties hereunder except such as may result from gross negligence, bad faith or willful misconduct on its/their part, arising out of, or in connection with, the acceptance and provision of any services by the Indemnified Parties under this Agreement, including the costs and expenses (including legal fees and expenses properly incurred) of defending the Indemnified Parties against any claim in connection with the exercise or performance of any of its/their powers or duties under this Agreement.

 

(b)

The indemnity in Section 13(a) shall survive the resignation or removal of the Agent and the termination or discharge of this Agreement.

 

14.

Representation Regarding Third Party Interests.

 

The Issuer (in this paragraph referred to as a “representing party”) hereby represents to the Agent that any account to be opened by, or interest to held by, the Agent in connection with this Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Agent a Declaration, in the Agent’s prescribed form or in such other form as may be satisfactory to it, as to the particulars of such third party.

 

 

15.

Anti-Money Laundering.

 

The Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Agreement, provided (i) that the Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Agent's satisfaction within such ten (10) day period, then such resignation shall not be effective.

 

16.

Force Majeure.

 

Except for the payment obligations contained herein, in no event shall the a party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications o computer (software and hardware) services, it being understood that the Agent shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 

17.

Privacy.

 

The Parties acknowledge that the Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

 

a)

to provide the services required under this agreement and other services that may be requested from time to time;

 

b)

to help the Agent manage its servicing relationships with such individuals;

 

c)

to meet the Agent’s legal and regulatory requirements; and

 

d)

if Social Insurance Numbers are collected by the Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

 

 

Each party acknowledges and agrees that Computershare may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which Computershare shall make available on its website, www.computershare.com, or upon request, including revisions thereto. Computershare may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Further, each party agrees that it shall not provide or cause to be provided to Computershare any personal information relating to an individual who is not a party to this agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.

 

18.

Issuer Representation

 

The Issuer represents and warrants to the Agent that the execution, delivery and performance by the Issuer of this Agreement has been authorized by all necessary corporate action on the part of the Issuer.

 

19.

Notices

 

Any notice or other document required to be given or delivered hereunder shall be in writing and shall be deemed to be delivered in person, sent (unless otherwise specified in this Agreement) by courier, first class mail or registered mail, facsimile or e-mail transmission Any notice hereunder given shall be deemed to be validly and effectively given and received on the date of personal or courier delivery or transmission by facsimile or email if such date is a Business Day and such delivery or transmission was made prior to 4:30 p.m. (Toronto time) and otherwise on the next succeeding Business Day or on the third Business Day following the day on which the same is sent by first class mail or registered mail. Any party to this Agreement may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such Party at its changed address.:

 

	(a)	in the case of the Issuer, to it at:
		Waste Connections, Inc.
		3 Waterway Square Place
		Suite 110, The Woodlands
		Texas 77380

 

	Attention:	Patrick J. Shea, Executive Vice President, General Counsel and Secretary
	Email:	Patrick.Shea@WasteConnections.com
	Facsimile:	(832) 442-2291
	Phone:	(832) 442-2200

 

	(b)	in the case of the Agent, to it at:
		Computershare Trust Company of Canada
		8th Floor, 100 University Avenue
		Toronto, Ontario M5J 2Y1

 

	Attention:	Manager, Corporate Trust
	Email:	corporatetrust.toronto@computershare.com
	Facsimile:	416-981-9777,

 

	(c)	in the case of the Note Trustee, to it at:
		U.S. Bank Trust Company, National Association
		Corporate Trust Services
		13737 Noel Road, 8th Floor Dallas, TX 75240
		Attention:	Michael Herberger (Waste Connections)
		Email:	Michael.Herberger@usbank.com
		Phone:	(972) 581-1612

 

or, in any case, to any other address or number of which the party receiving notice shall have notified the party giving such notice in writing. Any notice hereunder given by email, facsimile or letter shall be deemed to be served when in the ordinary course of transmission or post, as the case may be, it would be received.

 

 

20.

Governing Law

 

This Agreement shall be governed by and construed in accordance with the law of the Province of Ontario and the federal laws of Canada applicable therein. Each of the parties to this Agreement attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.

 

21.

Day Not A Business Day.

 

Whenever any payment shall be due, any period of time shall begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period ending on, a day other than a Business Day, such payment shall be made, such period of time shall begin or end, and such other actions shall be taken, as the case may be, on, or as of, or from a period ending on, the next succeeding Business Day.

 

22.

Amendments.

 

This Agreement or any provision hereof may be amended or waived only by written instrument duly signed by each of the Parties hereto.

 

23.

Trial by Jury

 

The parties hereto hereby waive any right they may have to require a trial by jury of any proceeding commenced in connection herewith.

 

 

24.

Counterparts

 

This Agreement may be executed by facsimile in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

25.

Benefit of Agreement

 

This Agreement is solely for the benefit of the parties hereto and their successors and assigns, and no other person shall acquire or have any rights under or by virtue hereof.

 

26.

Concerning the Note Trustee

 

The Note Trustee is entering into this Agreement solely in its capacity as Note Trustee under the Indenture pursuant to the authority granted to it therein. All rights, privileges and immunities of the Note Trustee set forth in the Indenture shall be incorporated by reference herein. The Note Trustee shall have no obligation to deliver any notices to the Agent hereunder; this obligation shall be the sole responsibility of the Issuer.

 

 

IN WITNESS WHEREOF, this Agreement has been entered into as of the day and year first above written.

 

	WASTE CONNECTIONS, INC.
	Per:	/s/ Mary Anne Whitney
		Name: Mary Anne Whitney
		Title: Executive Vice President and Chief Financial Officer

 

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Note Trustee
	Per:	/s/ Michael K. Herberger
		Name: Michael K. Herberger
		Title: Vice President

 

	COMPUTERSHARE TRUST COMPANY OF CANADA, as Agent
	Per:	/s/ Shelley McGarrity
		Name: Shelley McGarrity
		Title: Corporate Trust Officer

 

	Per:	/s/ Mohanie Shivprasad
		Name: Mohanie Shivprasad
		Title: Associate Trust Officer

 

 

SCHEDULE A

 

[Provided separately].

 

 

 

Exhibit 5.1

 

June 13, 2024	811 Main Street, Suite 3700
	Houston, TX  77002
	Tel: +1.713.546.5400  Fax: +1.713.546.5401
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Silicon Valley
	Hong Kong	Singapore
	Houston	Tel Aviv
	London	Tokyo
	Los Angeles	Washington, D.C.
	Madrid

Waste Connections, Inc.

3 Waterway Square Place, Suite 110

The Woodlands, Texas 77380

 

Re: Registration Statement No. 333-259244; C$500 Million Aggregate Principal Amount of its 4.500% Senior Notes Due 2029

 

To the addressee set forth above:

 

We have acted as special counsel to Waste Connections, Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), in connection with the issuance of C$500 million aggregate principal amount of its 4.500% Senior Notes due 2029 (the “Notes”), under that certain Indenture, dated as of November 16, 2018 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by that certain Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”), dated as of the date hereof, by and between such parties (the Base Indenture, as supplemented by the Ninth Supplemental Indenture, the “Indenture”), and pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 1, 2021 (Registration No. 333-259244) (the “Registration Statement”), an accompanying base prospectus, dated September 1, 2021, and included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a final prospectus supplement, dated June 11, 2024, and filed with the Commission pursuant to Rule 424(b) under the Act on June 12, 2024 (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issuance of the Notes.

 

 

June 13, 2024 Page 2

 

 

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various issues pertaining to the laws of Canada are addressed in the opinion of Bennett Jones LLP, separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in the circumstances contemplated by that certain underwriting agreement, dated June 11, 2024, by and among the underwriters named therein and the Company, the Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) (a) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), (b) concepts of materiality, reasonableness, good faith and fair dealing, and (c) the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in Section 4.4 of the Base Indenture; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) any provision permitting, upon acceleration of the Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; and (f) the severability, if invalid, of provisions to the foregoing effect.

 

 

June 13, 2024 Page 3

 

 

 

With your consent, we have assumed (a) that the Indenture and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto, (b) that each of the Documents constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated June 13, 2024 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

		Sincerely,
		/s/ Latham & Watkins LLP

 

 

 

Exhibit 5.2

 

 

 

June 13, 2024

 

Waste Connections, Inc.

3 Waterway Square Place, Suite 110

The Woodlands, Texas 77380

 

Dear Sirs/Mesdames:

 

Re:

Waste Connections, Inc. – Public Offering of 4.50% Senior Notes due 2029

 

Introduction

 

We have acted as counsel to Waste Connections, Inc., an Ontario corporation (the "Company"), in connection with the offer and sale to the Underwriters of Cdn.$500,000,000 aggregate principal amount of the Company's 4.50% Senior Notes due 2029 (the "Notes") pursuant to an underwriting agreement dated June 11, 2024 among CIBC World Markets Inc., TD Securities Inc. and Scotia Capital Inc., and the several Underwriters listed therein, and the Company (the "Underwriting Agreement").

 

The Notes will be issued pursuant to a Ninth Supplemental Indenture dated June 13, 2024 (the "Ninth Supplemental Indenture") between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), supplementing the Indenture dated November 16, 2018 (the "Base Indenture") between the Company and the Trustee, as supplemented by the First Supplemental Indenture dated November 16, 2018 between the Company and the Trustee (the "First Supplemental Indenture"), the Second Supplemental Indenture dated April 16, 2019 between the Company and the Trustee (the "Second Supplemental Indenture"), the Third Supplemental Indenture dated January 23, 2020 between the Company and the Trustee (the "Third Supplemental Indenture"), the Fourth Supplemental Indenture dated March 13, 2020 between the Company and the Trustee (the "Fourth Supplemental Indenture"), the Fifth Supplemental Indenture dated September 20, 2021 between the Company and the Trustee (the "Fifth Supplemental Indenture"), the Sixth Supplemental Indenture dated March 9, 2022 between the Company and the Trustee (the "Sixth Supplemental Indenture"), the Seventh Supplemental Indenture dated August 18, 2022 between the Company and the Trustee (the "Seventh Supplemental Indenture"), and the Eighth Supplemental Indenture dated February 21, 2024 between the Company and the Trustee (the "Eighth Supplemental Indenture") and a registration statement on Form S-3 under the United States Securities Act of 1933, as amended (the "Securities Act") filed with the United States Securities and Exchange Commission (the "Commission") on September 1, 2021 (Registration No. 333-259244) (the "Registration Statement"), a base prospectus dated September 1, 2021 and included in the Registration Statement (the "Base Prospectus"), a preliminary prospectus supplement, dated June 11, 2024 and filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the "Preliminary Prospectus"), the document that the Company has identified as an "issuer free writing prospectus" (as defined in Rules 433 and 405 under the Securities Act) and that is described in Annex A of the Underwriting Agreement (the "Specified IFWP"), and a prospectus supplement dated June 11, 2024 and filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the "Prospectus").

 

All capitalized terms not defined in this opinion letter shall have the terms ascribed thereto in the Underwriting Agreement.

 

 

Page 2 of 4

 

Scope of Review

 

For the purpose of this opinion letter, we have examined the following:

 

1.

The Underwriting Agreement;

 

2.

the Registration Statement;

 

3.

the Preliminary Prospectus;

 

4.

the Prospectus;

 

5.

the Specified IFWP;

 

6.

the Base Indenture;

 

7.

the Ninth Supplemental Indenture; and

 

8.

the global certificate representing the Notes dated as of the date hereof (the "Global Note").

 

In this opinion letter, the Underwriting Agreement, the Ninth Supplemental Indenture and the Global Note are referred to collectively as the "Note Documents" and individually as a "Note Document".

 

As to various questions of fact material to our opinions that we have not verified independently, we have relied upon the following documents, copies of which have been provided to you:

 

(a)

a certificate of status dated June 12, 2024 in respect of the Company issued pursuant to the Business Corporations Act (Ontario) ("OBCA"), on which we have relied exclusively in giving the opinion expressed in paragraph 1 below; and

 

(b)

a certificate of an officer of the Company dated June 13, 2024 on which we have relied as to various matters of fact expressed therein.

 

In addition, we have considered such questions of law, examined such other documents and conducted such investigations as we have considered necessary to enable us to express the opinions set forth herein.

 

Applicable Law

 

We are solicitors qualified to carry on the practice of law in Ontario and we express no opinions as to any laws, or any matters governed by any laws, other than the laws of Ontario and the federal laws of Canada applicable in Ontario that are in effect on the date hereof ("Ontario Law").

 

Assumptions

 

In providing the opinions expressed herein, we have assumed:

 

(a)

the genuineness of all signatures;

 

(b)

the authenticity of all documents submitted to us as originals, the completeness and conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies;

 

 

 

 

Page 3 of 4

 

(c)

the legal existence, power and capacity of all parties to the Note Documents other than the Company;

 

(d)

the legal capacity of all individuals;

 

(e)

the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture are in full force and effect unamended except for amendments pursuant to the Ninth Supplemental Indenture;

 

(f)

the due authorization, execution and delivery of the Note Documents by all parties thereto other than the Company;

 

(g)

the due execution and delivery of the Note Documents by the Company to the extent execution and delivery are matters not governed by Ontario Law;

 

(h)

each of the Note Documents constitutes a legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms;

 

(i)

the indices and filing systems maintained at public offices that we have searched were accurate and complete on the dates of our searches and that such search results, if dated prior to the date hereof, remain accurate and complete as of the date hereof;

 

(j)

no order, ruling or decision of any court or regulatory or administrative body is in effect at any material time that restricts any trades in securities of the Company or that affects any person or company (including the Company or any of its affiliates) that engages in such a trade; and

 

(k)

the Registration Statement is effective under the Securities Act and such effectiveness has not been terminated or rescinded.

 

Opinions

 

Based upon and subject to the foregoing, we are of the opinion that:

 

1.

The Company is a corporation amalgamated under the laws of Ontario and has not been dissolved.

 

2.

The Company has all necessary corporate power and capacity to own, lease and operate its properties and carry on its business as described in the Prospectus, and to execute and deliver the Ninth Supplemental Indenture and to perform its obligations under the Indenture.

 

3.

The execution and delivery of the Ninth Supplemental Indenture by the Company and the performance of its obligations under the Indenture, and the offering, issuance and sale of the Notes, have been duly authorized by all necessary corporate action on the part of the Company.

 

4.

The Company has, to the extent that execution and delivery are governed by Ontario Law, duly executed and delivered the Ninth Supplemental Indenture.

 

5.

The (i) offering, issuance and sale of the Notes and the execution and delivery by the Company of the Ninth Supplemental Indenture; and (ii) the performance by the Company of its obligations under the Indenture, do not contravene, constitute a default under, or result in a breach or violation of: (i) the articles or by-laws of the Company; or (ii) any statute or regulation in force in Ontario.

 

 

 

 

Page 4 of 4

 

6.

The Global Note has been approved and adopted by the Company and complies with any applicable provisions of the OBCA.

 

Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of the firm's name under the headings "Risk Factors – You might have difficulty enforcing judgements against us and certain of our directors", "Enforceability of Civil Liabilities Against Foreign Persons" and "Legal Matters" in the Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

Yours truly,

 

"Bennett Jones LLP"

 

/s/ Bennett Jones LLP

 

 

 

v3.24.1.1.u2

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity File Number	1-34370
Entity Registrant Name	Waste Connections, Inc.
Entity Central Index Key	0001318220
Entity Tax Identification Number	98-1202763
Entity Incorporation, State or Country Code	A6
Entity Address, Address Line One	6220 Hwy 7, Suite 600
Entity Address, City or Town	Woodbridge
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	L4H 4G3
City Area Code	905
Local Phone Number	532-7510
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	WCN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---