Form 8-K

8-K — Waste Connections, Inc.

Accession: 0001104659-26-087330

Filed: 2026-07-28

Period: 2026-07-27

CIK: 0001318220

SIC: 4953 (REFUSE SYSTEMS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2621340d6_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2621340d6_ex1-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2621340d6_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2621340d6_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-07-27

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 27, 2026

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-2(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 Texas, Inc.

Toronto Stock Exchange

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 July 27, 2026, Waste Connections, Inc.

(“Waste Connections” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)

with CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc., and the several other underwriters named therein (collectively,

the “Underwriters”), relating to the public offering (the “Offering”) by Waste Connections of C$300 million aggregate

principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”), and C$400 million aggregate principal amount of

its 4.550% Senior Notes due 2036 (together with the 2033 Notes, the “Notes”).

The Underwriting Agreement contains customary representations,

warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally,

the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of

those liabilities.

The Offering has been registered under the Securities

Act, pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-282813), as supplemented by a prospectus

supplement, dated July 27, 2026, relating to the Notes (together with the accompanying base prospectus, dated October 24, 2024,

the “Prospectus Supplement”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of

the Securities Act on July 27, 2026. The Offering is being 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.

As more fully described under the caption “Underwriting

(Conflicts of Interest)” in the Prospectus Supplement, from time to time, certain of the Underwriters and their affiliates have

engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with

the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, certain of the Underwriters or their affiliates serve various roles under the revolving credit facility provided for under

the Company’s credit agreement, and, as a result, such Underwriters or their affiliates will indirectly

receive a portion of the proceeds of the Offering.

The summary of the Underwriting Agreement in this

report does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which

is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On July 27, 2026, Waste Connections issued

a press release announcing the launch of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated

herein by reference.

On July 27, 2026, Waste Connections issued

a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.2 hereto and 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 the completion of 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,

2025, 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. The closing of the Offering is subject to market conditions and a number of other conditions

and approvals. The final terms may vary as a result of such market and other conditions. There can be no assurance that the Offering will

be completed as described herein or at all. 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

1.1

Underwriting Agreement, dated as of July 27, 2026, by and among Waste Connections, Inc. and CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc., and the several other underwriters named therein.

99.1

Press Release, dated July 27, 2026, announcing the launch of the Offering.

99.2

Press Release, dated July 27, 2026, announcing the pricing of the Offering.

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.

Date: July 28, 2026

WASTE CONNECTIONS, INC.

By:

/s/ Mary Anne Whitney

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2621340d6_ex1-1.htm · Sequence: 2

Exhibit 1.1

WASTE CONNECTIONS, INC.

C$300,000,000 4.200% Senior Notes due 2033

C$400,000,000 4.550% Senior Notes due 2036

Underwriting Agreement

July 27, 2026

CIBC World Markets Inc.

Scotia Capital Inc.

TD Securities Inc.

And the

several Underwriters listed

in Schedule 1 hereto

c/o CIBC World Markets Inc.

Brookfield Place, 161 Bay Street

Toronto, ON M5J 2S8

c/o Scotia Capital Inc.

40 Temperance Street, 4th Floor

Toronto, ON M5H 0B4

c/o TD Securities Inc.

222 Bay Street, 7th Floor

Toronto, ON M5K 1A2

Ladies and Gentlemen:

Waste Connections, Inc.,

a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), proposes to issue and sell

to the several Underwriters listed in Schedule 1 hereto (the “Underwriters” or the “Representatives”),

(i) C$300,000,000 principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”) and (ii) C$400,000,000

principal amount of its 4.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2033 Notes, the “Securities”).

The Securities will be issued pursuant to an Indenture dated as of November 16, 2018 (the “Base Indenture”) between

the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a Supplemental

Indenture to be dated as of August 4, 2026 (the “Supplemental Indenture” and, together with the Base Indenture,

the “Indenture”).

The Company hereby confirms

its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1.              Registration

Statement and Canadian Offering Memorandum. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities

Act”), a registration statement on Form S-3 (File No. 333-282813), including a base prospectus, relating to the Securities.

Such registration statement, as amended as of the date hereof, including the information, if any, deemed pursuant to Rule 430A,

430B or 430C under the Securities Act to be part of the registration statement (“Rule 430 Information”), is referred

to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus”

means any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to the offering of

the Securities and the base prospectus included in the Registration Statement, and the term “Prospectus” means the

prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities

Act) in connection with confirmation of sales of the Securities. Any reference in this underwriting agreement (this “Agreement”)

to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated

by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement

or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment”

or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be

deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and

regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by

reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement

and the Prospectus.

At or prior to 5:15pm P.M.,

New York City time, on July 27, 2026, the time when sales of the Securities were first made (the “Time of Sale”),

the Company had prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary

Prospectus, dated as of July 27, 2026, and (ii) each “free-writing prospectus” (as defined pursuant to Rule 405

under the Securities Act) listed on Annex A hereto.

The Company has prepared

a preliminary Canadian offering memorandum dated July 27, 2026 relating to the Securities (the “Preliminary Canadian Offering

Memorandum”), which includes the prospectus dated October 24, 2024, and the preliminary prospectus supplement dated July 27,

2026. The Company agrees to prepare a Canadian Offering Memorandum dated July 27, 2026 relating to the Securities (the “Canadian

Offering Memorandum”), which will include the prospectus dated October 24, 2024 and the prospectus supplement dated July 27,

2026.

References to “Canadian

Securities Laws” shall mean all applicable securities laws in each of the provinces of Canada and the respective regulations

and rules under such laws together with applicable published rules, policy statements, blanket rulings and orders, instruments,

rulings and notices of the regulatory authorities in such provinces.

The Company intends to use

the proceeds of the offering of the Securities, together with cash on hand, to repay a portion of the CAD-denominated

borrowings outstanding under that certain Revolving Credit Agreement, dated as of February 27, 2024, by and among the Company, as

borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender, and a letter of credit

issuer, Bank of America, N.A., as the U.S. agent and a letter of credit issuer, and the lenders and other letter of credit issuers from

time to time party thereto, as amended by the first amendment to the Revolving Credit Agreement, dated as of May 23, 2025.

2.              Purchase

and Sale of the Securities.

(a)            The

Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the

basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally

and not jointly, to purchase from the Company (i) the respective principal amount of 2033 Notes set forth opposite such Underwriter’s

name in Schedule 1 hereto at a price equal to 99.468% of the principal amount thereof plus accrued interest, if any, from August 4,

2026 to the Closing Date (as defined below) and (ii) the respective principal amount of 2036 Notes set forth opposite such Underwriter’s

name in Schedule 1 hereto at a price equal to 99.211% of the principal amount thereof plus accrued interest, if any, from August 4,

2026 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities

to be purchased as provided herein.

(b)            The

Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this

Agreement as in the judgment of the Representatives is advisable and in accordance with this Agreement, and initially to offer the Securities

on the terms set forth in the Time of Sale Information; provided that, it is understood and agreed that the offering of the Securities

in Canada by the Underwriters as contemplated herein shall be made in Canada on a private placement basis in accordance with applicable

exemptions from the prospectus requirements of applicable Canadian Securities Laws. The Company acknowledges and agrees that the Underwriters

may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities

purchased by it to or through any Underwriter.

for and delivery of the Securities will be made at the offices of Simpson Thacher & Bartlett LLP at 10:00 A.M., New York City

time, on August 4, 2026, or at such other time or place on the same or such other date, not later than the fifth business day thereafter,

as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein

as the “Closing Date.”

(d)            Payment

for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the

Representatives against electronic delivery to McCarthy Tétrault LLP, Canadian counsel for the Underwriters, of one or more global

notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection

with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the

Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. Delivery of the Global Note

shall be made through the facilities of CDS Clearing and Depository Services Inc. (“CDS”) for the account of the Underwriters.

The Representatives shall cause McCarthy Tétrault LLP to deposit the Global Note with CDS on the Closing Date.

(e)            The

Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty

to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of

the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither

the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting

or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible

for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no

responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company,

the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives

or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.

3.              Representations

and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a)            Registration

Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under

Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and

no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to

Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration

Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against

the Company or related to the offering of the Securities has been initiated or threatened by the Commission; as of the applicable effective

date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects

with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder

(collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and

as of the date of each of the Prospectus, the Canadian Offering Memorandum and any amendment or supplement thereto and as of the

Closing Date, the Prospectus and the Canadian Offering Memorandum will not contain any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading; provided that the Company makes no representation or warranty with respect to (i) that part of the

Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust

Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement,

the Prospectus and Canadian Offering Memorandum and any amendment or supplement thereto.

(b)            Preliminary

Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary

Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and each of the Preliminary Prospectus

and the Preliminary Canadian Offering Memorandum did not contain any untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon

and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives

expressly for use in any Preliminary Prospectus or the Preliminary Canadian Offering Memorandum.

of Sale Information. The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect

to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the

Company in writing by such Underwriter through the Representatives expressly for use in the Time of Sale Information or the Prospectus.

No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information, and no statement of material

fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(d)            Issuer

Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as

such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer

to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to

sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other

than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”)

other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134

under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) each document listed on Annex A

hereto (which constitute part of the Time of Sale Information) and (v) any electronic road show or other written communications,

in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material

respects with the Securities Act and has been or will be (within the time period specified in Rule 433) filed in accordance with

the Securities Act (to the extent required thereby). Each Issuer Free Writing Prospectus, when taken together with the Preliminary Prospectus

accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, at the Time

of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided

that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing

Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such

Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

(e)            Incorporated

Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information,

when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such

documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein,

in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by

reference in the Registration Statement, the Prospectus or the Time of Sale Information, at the Time of Sale and at the Closing Date,

will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain

any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading.

(f)            Financial

Statements. The financial statements and the related notes thereto included or incorporated by reference in each of the Registration

Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities

Act, the Exchange Act and the applicable Canadian Securities Laws, as applicable, and present fairly, in all material respects, the financial

position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes

in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting

principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and

the supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and the Time of

Sale Information present fairly, in all material respects, the information required to be stated therein. The other financial information

included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus has been

derived from the accounting records of the Company and its subsidiaries and presents fairly, in all material respects, the information

shown therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration

Statement, the Prospectus and the Time of Sale Information fairly presents the information called for in all material respects and is

prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(g)            No

Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference

in each of the Registration Statement, the Time of Sale Information and the Prospectus, (i) there has not been any change in the

share capital (other than (A) common shares purchased by the Company pursuant to its previously disclosed normal course issuer bid

and (B) the issuance of common shares upon exercise of share options and warrants or vesting of awards described as outstanding

in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Time of Sale

Information and the Prospectus) or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind

declared, set aside for payment, paid or made by the Company on any class of share capital, or any material adverse change, or any development

involving a prospective material adverse change, in or affecting the business, properties, management, financial position, results of

operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries

has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability

or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the

Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its

subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance

or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as

otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus.

(h)            Organization

and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing

under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each

jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification,

and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are

engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in

the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects

of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement and

the Securities (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation,

association or other entity other than the entities listed on Schedule 2 hereto.

(i)             Due

Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture

(collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action

required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation

of the transactions contemplated thereby has been duly and validly taken.

(j)             The

Indenture. The Indenture has been duly authorized by the Company and on the Closing Date will be duly executed and delivered by

the Company and, when the Supplemental Indenture has been duly executed and delivered in accordance with its terms by each of the parties

thereto, the Indenture will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance

with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement

of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability

Exceptions”); and the Indenture will conform in all material respects to the requirements of the Trust Indenture Act.

(k)            The

Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered

as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid

and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability

Exceptions, and will be entitled to the benefits of the Indenture.

(l)            Underwriting

Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(m)            Descriptions

of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in

each of the Registration Statement, the Time of Sale Information and the Prospectus.

(n)            No

Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its articles or by-laws or similar

organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of

trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company

or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; and (iii) in

violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory

authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually

or in the aggregate, have a Material Adverse Effect.

(o)            No

Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party, the

issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated

by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of,

or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of

any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture,

mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or

by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries

is subject, (ii) result in any violation of the provisions of the articles or by-laws or similar organizational documents of the

Company or (iii) result in the violation by the Company of any law or statute or any judgment, order, rule or regulation of

any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any

such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material

Adverse Effect.

(p)            No

Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or

governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction

Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions

contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the

qualification of the Indenture under the Trust Indenture Act, (iii) any required filings with the Financial Industry Regulatory

Authority and (iv) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under

applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters. It is not necessary

in connection with the issuance and sale of the Securities to the Underwriters and the offer, resale and delivery of the Securities by

the Underwriters to subsequent purchasers, in each case in the manner contemplated by this Agreement, to file and obtain a receipt for

a prospectus with and from any Canadian Securities Commission to qualify such offer, sale or delivery of the Securities under Canadian

Securities Laws.

(q)            Legal

Proceedings. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are

no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”)

pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries

is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably

be expected to have a Material Adverse Effect; no such Actions are, to the knowledge of the Company, threatened by any governmental or

regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities

Act to be described in the Registration Statement or the Prospectus that are not so described in the Registration Statement, the Time

of Sale Information and the Prospectus and (ii) there are no contracts or other documents or statutes or regulations that are required

under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement and the Prospectus

that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Time of Sale Information

and the Prospectus.

(r)            Independent

Accountants. Grant Thornton LLP, which has certified certain financial statements of the Company and its subsidiaries, is an independent

registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted

by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act. There has

not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the

Canadian Securities Administrators) with respect to Grant Thornton LLP, and any non-audit services provided to the Company and its subsidiaries

by Grant Thornton LLP have been approved by the audit committee of the board of directors of the Company.

(s)            Title

to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights

to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and

its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those

that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries

or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(t)            Cybersecurity.

(i)(x) Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there has been no security

breach of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks,

hardware, software or technology (collectively, “IT Systems”), resulting in the unauthorized use, access, misappropriation

or modification of the data of their respective customers, employees, suppliers, vendors and any third-party data maintained by or on

behalf of them (collectively, “Customer Personal Data”) or other personal, personally identifiable, sensitive, confidential

or regulated data in connection with their respective businesses and (y) the Company and its subsidiaries have not been notified

of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach to their IT Systems

resulting in such use, access, misappropriation or modification; except, as has not, in the case of this clause (i), resulted in any

material liability for the Company and its subsidiaries; (ii) the Company and its subsidiaries are presently in compliance in all

material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and data, and to the protection of such IT Systems and data from unauthorized use, access, misappropriation or modification; (iii) the

Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to

maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and data (including all Customer Personal Data and other personal, personally identifiable, sensitive, confidential or regulated

data) used in connection with their businesses, including backup and disaster recovery technology consistent in all material respects

with industry standards and practices; and (iv) the Company and its subsidiaries’ IT Systems are adequate for, and operate

and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries

as currently conducted, free and clear, to the Company’s knowledge, of all bugs, errors, defects, Trojan horses, time bombs, malware

and other corruptants.

(u)            Intellectual

Property. (i) The Company and its subsidiaries own or have the right to use all material patents, patent applications, trademarks,

service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights

and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide

intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in

or necessary for the conduct of their respective businesses; (ii) to the knowledge of the Company, the Company and its subsidiaries’

conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person;

(iii) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or violation

of the Intellectual Property of any other person, except, in each case, for any claim that would not reasonably be expected to be material

to the Company’s and its subsidiaries’ business; and (iv) to the knowledge of the Company, the Intellectual Property

of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person in any material respect.

(v)            Investment

Company Act. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds

thereof as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, will not be an “investment

company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company

Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company

Act”).

(w)            Taxes.

The Company and its subsidiaries have duly and on a timely basis filed all material tax returns required to be filed through the date

hereof pursuant to applicable law, paid all material taxes, assessments, re-assessments and other governmental charges (including any

penalties, interest and other fines related thereto) due and payable by them, and have properly withheld or collected and remitted all

material amounts required to be withheld or collected and remitted by them in respect of any governmental charges, except in each case

with respect to taxes, assessments, re-assessments or other governmental charges that are being contested in good faith and for which

adequate reserves have been established. The Company and its subsidiaries have made adequate provision for material taxes payable for

any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers or other arrangements providing

for an extension of time with respect to the filing of any material tax return or payment of any material tax, governmental charge or

deficiency by the Company or any of its subsidiaries. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information

and the Prospectus, there are no material actions, suits, proceedings, investigations or claims threatened or pending against the Company

or any of its subsidiaries in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental

authority relating to taxes, governmental charges or assessments asserted by any such authority.

(x)            Licenses

and Permits. The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations

issued by, and have made all declarations and filings with, the appropriate federal, provincial, state, local or foreign governmental

or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective

businesses as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, except where the failure

to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each

of the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries has received

notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to

believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course, except where

such notice or failure to renew would not, individually or in the aggregate, have a Material Adverse Effect.

(y)            No

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge

of the Company, is threatened and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees

of any of the Company’s or any of the Company’s subsidiaries’ principal suppliers, contractors or customers, except

as would not have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of cancellation

or termination with respect to any collective bargaining agreement to which it is a party, except in the normal course of the collective

bargaining process.

(z)            Certain

Environmental Matters. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus: (i) the

Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, provincial, state, local

and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable

requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic

substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and

are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required

of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential

liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation

or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge

of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities

associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above,

for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except

as described in each of the Time of Sale Information and the Prospectus, (x) there is no proceeding that is pending, or that is

known by the Company or its subsidiaries to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws

in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions

of $1,000,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance

with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or

wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect on the capital expenditures,

earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates

capital expenditures relating to any Environmental Laws that would reasonably be expected to have a Material Adverse Effect.

(aa)          Compliance

with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined

as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14)

of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of

the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”),

has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,

including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA

or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative

exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of

ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within

the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably

expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA), and, except as disclosed in

the Company’s most recent Annual Report on Form 10-K, no Plan that is a “multiemployer plan” within the meaning

of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of

Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued

under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the

meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur;

(vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred,

whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member

of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions

to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan

(including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the

following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions

required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its

Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’

most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement

benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations

in the Company and its subsidiaries’ most recently completed fiscal year except in each case with respect to the events or conditions

set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

(bb)         Canadian

Plans. With respect to the Canadian Plans, (i) the Company and its subsidiaries are in compliance with the terms of such plans

and all applicable laws including any applicable Canadian pension legislation and regulations, (ii) to the extent required by law

or the terms of such plan, each has been funded in accordance with the plan terms and all applicable Canadian legislation and, to the

extent applicable, generally accepted actuarial principles and practices in Canada and (iii) each has been administered in accordance

with its terms and there are no outstanding defaults or violations by the Company or any of its subsidiaries of any obligation required

to be performed by it in connection with any such plan, except, in the case of each of the immediately preceding sub-clauses (i), (ii) and

(iii), as disclosed in the Time of Sale Information and the Prospectus or as would not have a Material Adverse Effect on the Company

and its subsidiaries, taken as a whole. For the purposes of the foregoing, “Canadian Plans” means all employee benefit,

fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement,

savings, stock option, stock purchase, stock appreciation, medical, dental, disability, life insurance and similar plans, programmes

or arrangements that are subject to laws of any province or territory of Canada (or federal laws of Canada applicable therein), including,

where applicable, regulation in respect thereof, that relate to the current or former employees, officers or directors of the Company

and its subsidiaries and which are maintained, sponsored or funded by the Company or any of its subsidiaries, or under which the Company

or any of its subsidiaries has any liability, other than benefit plans established pursuant to statute or any multi-employer pension

plan within the meaning of any applicable Canadian pension legislation (a “Canadian Multi-Employer Pension Plan”).

With respect to the Canadian Multi-Employer Pension Plans, the Company and its Subsidiaries have made all required contributions to such

plans in accordance with the applicable collective agreements, except as disclosed in the Time of Sale Information and the Prospectus

or as would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

(cc)          Disclosure

Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined

in Rule 13a-15(e) of the Exchange Act) that has been designed to ensure that information required to be disclosed by the Company

in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the Commission’s rules, including controls and procedures designed to ensure that such information is accumulated and communicated

to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries

have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the

Exchange Act.

(dd)          Accounting

Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined

in Rule 13a-15(f) of the Exchange Act) and as permitted under National Instrument 52-109 – Certification of Disclosure

in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators that comply with the requirements of the Exchange

Act and Canadian Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal

financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries maintain

internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s

general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s

general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting

Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information is prepared

in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement,

the Time of Sale Information and the Prospectus, there are no material weaknesses or significant deficiencies in the Company’s

internal controls.

(ee)          Canadian

Reporting Issuer. The Company is a “reporting issuer” (within the meaning of Canadian Securities Laws) in each of the

provinces of Canada, is not on the list of defaulting reporting issuers or noted in default on the list of reporting issuers maintained

by any Canadian Securities Commission in such jurisdictions and is not in default of any material requirement of Canadian Securities

Laws in any such jurisdiction.

(ff)           Insurance.

The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including

business interruption insurance, which insurance is in amounts and insures against such losses and risks as is generally maintained by

companies engaged in the same or a similar business to protect the Company and its subsidiaries and their respective businesses; and

neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements

or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that

it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable

cost from similar insurers as may be necessary to continue its business.

(gg)          No

Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any of their officers or directors nor, to the knowledge

of the Company, any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting

on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment

or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization

of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned

or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any

of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation

of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD

Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the

Bribery Act 2010 of the United Kingdom, the Corruption of Foreign Public Officials Act (Canada) or any other applicable anti-bribery

or anti-corruption laws of all jurisdictions where the Company or any of its subsidiaries conducts business; or (iv) made, offered,

agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any

rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted,

maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance

with all applicable anti-bribery and anti-corruption laws.

(hh)         Compliance

with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the applicable money laundering

statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder

and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,

the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is

pending or, to the knowledge of the Company, threatened.

(ii)            No

Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor any of their officers or directors nor, to the

knowledge of the Company, any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with

or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or

enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury

or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or

“blocked person”), the Government of Canada, the United Nations Security Council, the European Union, His Majesty’s

Treasury, or other relevant sanctions authority in any jurisdiction where the Company or any of its subsidiaries conducts business (collectively,

“Sanctions”), nor is the Company, any of its subsidiaries organized, resident or operating in a country or territory

that is the subject or target of Sanctions (which are currently the so-called Donetsk People’s Republic, so-called Luhansk

People’s Republic and Crimea regions of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions and

any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, Syria (with respect to Syria only

until July 1, 2025) and North Korea (each, a “Sanctioned Country”)); and the Company will not directly or, to

its knowledge, indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available

such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or

business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund

or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that, to the Company’s

knowledge, will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial

purchaser, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its subsidiaries have not knowingly

engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction,

is or was the subject or the target of Sanctions, or with any Sanctioned Country.

(jj)            Senior

Indebtedness. The Securities shall constitute senior (unsubordinated) indebtedness of the Company.

(kk)          No

Restrictions on Subsidiaries. Except for any restrictions under (i) any applicable corporate, limited partnership, limited liability

company, or other similar organizational law or (ii) any agreement between (or among) the Company (and/or any one or more of its

subsidiaries) and any one or more of its subsidiaries, no subsidiary of the Company is currently prohibited, directly or indirectly,

under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any

other distribution on such subsidiary’s share capital or similar ownership interest, from repaying to the Company any loans or

advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company

or any other subsidiary of the Company, except as described in each of the Registration Statement, the Time of Sale Information and the

Prospectus and that will be permitted by the Indenture.

(ll)            No

Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to

cause or result in any stabilization or manipulation of the price of the Securities.

(mm)        Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the

Exchange Act) included or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus has

been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(nn)         Statistical

and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and

market-related data included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the

Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(oo)         Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s

directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of

2002, as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),

including Section 402 related to loans and Sections 302 and 906 related to certifications.

(pp)         Status

under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under

the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.

(qq)         No

Withholding Tax. Except, in each case, as otherwise disclosed in the Registration Statement, the Time of Sale Information and the

Prospectus, and subject to the limitations and qualifications stated in the Time of Sale Information and the Prospectus, all payments

to be made by the Company on or by virtue of the execution, delivery or performance of the Transaction Documents and all interest, principal,

premium, if any, additional amounts, if any, and other payments under the Transaction Documents, under the current laws and regulations

of Canada and any political subdivision thereof having the power to tax (each, a “Canadian Taxing Jurisdiction”),

will not be subject to withholding taxes under the current laws and regulations of any Canadian Taxing Jurisdiction and are otherwise

payable free and clear of any other withholding tax in the Canadian Taxing Jurisdiction and without the necessity of obtaining any governmental

authorization in the Canadian Taxing Jurisdiction.

(rr)           Stamp

Taxes. There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges (“Stamp Taxes”)

required to be paid by or on behalf of the Underwriters in Canada or any political subdivision or taxing authority thereof on the execution

and delivery of the Transaction Documents or the offer or sale of the Securities in the manner contemplated by the Transaction Documents.

(ss)          Enforcement

of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court

located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against the Company

based upon any of the Transaction Documents would be enforceable against the Company by the courts of a province or territory of Canada

and any court competent to hear an appeal therefrom (each, a “Canadian Court”), without reconsideration or reexamination

of the merits, provided that: (i) the action to enforce the judgment must be commenced within any applicable limitation period,

(ii) a Canadian Court will have the discretion to stay or decline to hear the enforcement action if there is another subsisting

judgment in any jurisdiction relating to the same cause of action as the judgment, (iii) the Canadian Court will render judgment

only in Canadian dollars and (iv) an action on the judgment may be affected by Enforceability Exceptions; and further subject to

the following defenses: (A) if the judgment was obtained by fraud or in a manner contrary to the principles of natural justice,

(B) if the judgment is for a claim which would be characterized as based on a foreign revenue, expropriatory, penal or other public

law (C) if the judgment is contrary to public policy or to an order made by the Attorney General of Canada under the Foreign

Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain

judgments referred to in these statutes; or if the judgment has been satisfied or is void under New York law.

(tt)           Valid

Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents is a valid choice of

law under the laws of each province and territory of Canada and will be honored by Canadian Courts.

(uu)         Exchange

Controls. No exchange control authorization or any other authorization, approval, consent or license of any governmental or regulatory

authority or Canadian Court is required for the payment of any amounts payable under the Transaction Documents and, except, in each case,

as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, may be paid in Canadian dollars

that may be converted into another currency and freely transferred out of Canada, without the necessity of obtaining any governmental

authorization in Canada or any political subdivision or taxing authority thereof or therein.

(vv)         Indemnification

and Contribution. The indemnification and contribution provisions set forth in Section 7 hereof do not contravene applicable

Canadian law.

(ww)        No

Requirement to File or Record. This Agreement and the other Transaction Documents are in proper legal form under the laws of Canada

for the enforcement thereof in Canada against the Company, and to ensure the legality, enforcement or admissibility into evidence of

this Agreement and any other Transaction Document in Canada it is not necessary for this Agreement or any such Transaction Document,

as the case may be, to be filed or recorded with any Canadian Court or other authority in Canada or that any tax or fee be paid in Canada

on or in respect of this Agreement or such Transaction Document, as the case may be, or any other document, other than court costs (including,

without limitation, filing fees). This Agreement and the other Transaction Documents are in proper legal form under the laws of the State

of New York for the enforcement thereof in the State of New York against the Company, and it is not necessary in order to ensure the

legality, validity, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in the State of New

York that this Agreement or any such Transaction Document, as the case may be, be filed or recorded with any court or other authority

in the State of New York or that any tax or fee be paid in the State of New York on or in respect of this Agreement or such Transaction

Document, as the case may be, or any other document, other than court costs, including (without limitation) filing fees.

(xx)           No

Canadian Domicile. None of the holders of the Securities, the Underwriters or the Trustee who are not otherwise resident in Canada

and who do not carry on business in Canada will be deemed resident, domiciled, carrying on business or subject to taxation in Canada

on an overall worldwide income basis solely by virtue of the execution, delivery, performance or enforcement of the Transaction Documents

or the issuance or sale of the Securities or by virtue of the ownership or transfer of Securities or the receipt of payments pursuant

to any of the Transaction Documents.

(yy)          Residence.

The Company is not a “non-resident” within the meaning of the Income Tax Act (Canada).

4.              Further

Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a)            Required

Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and

Rule 430 Information under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred

to in Annex B hereto) to the extent required by Rule 433 under the Securities Act; and the Company will file within the applicable

time periods specified by the Exchange Act all reports and any definitive proxy or information statements required to be filed by the

Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the

Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and

the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to

the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement

in such quantities as the Representatives may reasonably request. The Company will pay the registration fees for this offering within

the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in

any event prior to the Closing Date. Subject to the Underwriters’ compliance with Section 5(i), the Company will complete

all necessary filings on Form 45-106F1 Report of Exempt Distribution (“Form 45-106F1”) with applicable Canadian

securities regulatory authorities in connection with the private placement of the Securities to purchasers in Canada (“Canadian

Purchasers”) and, where applicable, will file or deliver to the Canadian securities regulatory authorities, a copy of the Canadian

Offering Memorandum, in each case within the time required under applicable Canadian Securities Laws and will pay all fees associated

therewith.

(b)            Delivery

of Copies. The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement

as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated

by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and

each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery

Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated

by reference therein), Canadian Offering Memorandum and each Issuer Free Writing Prospectus as the Representatives may reasonably request.

As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public

offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law

to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities

by any Underwriter or dealer.

or Supplements; Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing

any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Prospectus or the

Canadian Offering Memorandum, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed

Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file

any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object.

(d)            Notice

to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any

amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment

to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment

to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating

to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the

Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement

or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, the Canadian Offering Memorandum, any Time of Sale

Information or any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to

Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which

the Prospectus, the Canadian Offering Memorandum, any of the Time of Sale Information or any Issuer Free Writing Prospectus as then amended

or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free

Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of

the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under

the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of

the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company

will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement,

preventing or suspending the use of any Preliminary Prospectus, the Preliminary Canadian Offering Memorandum, any of the Time of Sale

Information, Issuer Free Writing Prospectus, the Prospectus or the Canadian Offering Memorandum, or suspending any such qualification

of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e)            Time

of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result

of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or

omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they

were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company

will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission

(to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or

supplements to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as

may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including such documents

to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading or so

that any of the Time of Sale Information will comply with law.

(f)            Ongoing

Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which

the Prospectus or the Canadian Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact

or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when

the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus or the

Canadian Offering Memorandum to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and,

subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers

as the Representatives may designate, such amendments or supplements to the Prospectus or the Canadian Offering Memorandum (or any document

to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus or

the Canadian Offering Memorandum as so amended or supplemented including such documents to be incorporated by reference therein will

not, in the light of the circumstances existing when the Prospectus or the Canadian Offering Memorandum is delivered to a purchaser,

be misleading or so that the Prospectus or the Canadian Offering Memorandum will comply with law.

(g)            Blue

Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or “blue sky” laws of

such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required

for distribution of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation

or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file

any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction

if it is not otherwise so subject.

(h)            Clear

Market. During the period from the date hereof through and including the Closing Date, the Company will not, without the prior written

consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the

Company and that have a tenor of more than one year; provided that this covenant shall not prevent the Company from consummating

any intercompany financing transactions with or among its subsidiaries.

(i)             Earning

Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning

statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated

thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective

date” (as defined in Rule 158) of the Registration Statement, provided that (i) such delivery requirements to

the Company’s security holders shall be deemed met by the Company’s compliance with its reporting requirements pursuant to

the Exchange Act if such compliance satisfies the conditions of Rule 158 thereof and (ii) such delivery requirements to the

Representatives shall be deemed met by the Company if the related reports are available on the Commission’s Electronic Data Gathering

Analysis and Retrieval System.

(j)            Use

of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement,

the Time of Sale Information and the Prospectus under the heading “Use of Proceeds”.

(k)            CDS.

The Company will arrange for the Securities to be eligible for clearance and settlement through CDS.

(l)            No

Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to

cause or result in any stabilization or manipulation of the price of the Securities.

(m)           Record

Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing

Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(n)            Tax

Gross-Up. The Company agrees with each of the Underwriters to make all payments under this Agreement without withholding or deduction

for or on account of any present or future taxes, duties or governmental charges whatsoever imposed by any taxing jurisdiction, unless

the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional

amounts as may be necessary in order that the net amounts received by the Underwriters after such withholding or deduction will equal

the amounts that would have been received if no withholding or deduction had been made, except that no such additional amounts shall

be paid to the extent that such taxes, duties or charges (i) would not have been imposed (or would have been imposed at a reduced

rate) but for any past, present or future connection of an Underwriter with the taxing jurisdiction other than the mere entering into

of this Agreement or receipt of payments or performance of obligations hereunder, (ii) would not have been imposed (or would have

been imposed at a reduced rate) but for the failure of an Underwriter to comply with any reasonable certification, identification or

other reporting requirements concerning the nationality, residence, identity or connection with the taxing jurisdiction of such Underwriter,

if such compliance is timely requested by the Company or (iii) are imposed in respect of services of an Underwriter, other than

those performed outside of Canada in the ordinary course of the business carried on by such Underwriter that included the performance

of such services for a fee. The Company further agrees to indemnify and hold harmless the Underwriters against any Stamp Taxes, including

any interest and penalties, on the creation, issue and sale of the Securities, and on the execution, delivery, performance and enforcement

of the Transaction Documents.

5.              Certain

Agreements of the Underwriters. Each Underwriter hereby represents and agrees with the Company that:

(a)            it

has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus,”

as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission

by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than

(i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such

free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A

or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show) or (iii) any

free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus

referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing,

the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the Company.

(b)            the

sale and delivery of any Securities to any Canadian Purchaser by such Underwriter shall be made only in accordance with the condition

that such Underwriter is of the reasonable belief that such Canadian Purchaser:

(i) is an “accredited investor” as defined in Section 73.3

of the Securities Act (Ontario) (the “Ontario Act”) or in Section 1.1

of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”);

(ii) is not a person created or being used solely to purchase or hold

securities as an accredited investor as described in paragraph (m) of the definition

of “accredited investor” in Section 1.1 of NI 45-106;

(iii) is not an individual unless such Canadian Purchaser is a “permitted

client” as defined in National Instrument 31-103 Registration Requirements,

Exemptions and Ongoing Registrant Obligations; and

(iv) is purchasing as principal (or deemed to be purchasing as principal

under Canadian Securities Laws); and

such Underwriter will use reasonable

commercial efforts to obtain and retain relevant information and documentation to evidence the steps taken to confirm the status of each

Canadian Purchaser as an “accredited investor” as defined in Section 1.1 of NI 45-106 or Section 73.3 of the Ontario

Act and such Canadian Purchaser meets the criteria of any other terms and conditions of the “accredited investor exemption”

as defined in NI 45-106 in accordance with its usual document retention policies and procedures in compliance with applicable laws, and

will provide to the Company forthwith upon written request all such information or documentation as the Company may reasonably request

in good faith and solely for the purpose of verifying compliance with the exemption, correcting any required filings and responding to

regulatory inquiries with respect thereto;

such Underwriter involves any members of any banking, selling or other group in the distribution of Securities, such Underwriter will

use commercially reasonable efforts to cause agreements and acknowledgements substantially the same as the agreements and acknowledgements

contained in the foregoing subparagraph (b) and the subsequent subparagraphs (d), (g) and (i) to be contained in an agreement

with each of the members of such group in favor of the Company and shall use its commercially reasonable efforts to cause the members

of such group to comply with Canadian Securities Laws;

(d)            it,

and any affiliate of an Underwriter that offers or sells Securities in Canada, has not provided and will not provide to any Canadian

Purchaser any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities

Laws (other than the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum) with respect to the private placement

of the Securities in Canada;

(e)            it,

and any affiliate of an Underwriter that offers or sells Securities in Canada, (A) is duly registered as an “investment dealer”

or “exempt market dealer” as defined under Canadian Securities Laws and is in material compliance with the terms and conditions

of such registration, or is otherwise exempt from the dealer registration requirements of Canadian Securities Laws, in each case, in

the applicable Canadian provinces where it has offered or sold, or will offer or sell, the Securities to Canadian Purchasers; and (B) has

offered and will offer for sale and sell the Securities only to such persons and in such manner that, pursuant to applicable Canadian

Securities Laws, no prospectus (as defined under applicable Canadian Securities Laws) need be delivered or filed with any securities

regulatory authority in Canada;

(f)             it,

and any affiliate of an Underwriter that offers or sells Securities in Canada, will comply in all material respects with all relevant

Canadian Securities Laws concerning any resale of the Securities;

(g)            all

offers and sales of the Securities by such Underwriter, and any affiliate of an Underwriter that offers or sells Securities in Canada,

will not be made through or accompanied by any advertisement of the Securities by such Underwriter or affiliate, including, without limitation,

in printed media of general and regular paid circulation, radio, television, or telecommunications, including electronic display or any

other form of advertising or as part of a general solicitation by such Underwriter or affiliate in Canada;

(h)            it,

and any affiliate of an Underwriter that offers or sells Securities in Canada, has not made and will not make any written or oral representations

to any Canadian Purchaser: (A) that any person will resell or repurchase the Securities purchased by such Canadian Purchaser; (B) that

the Securities will be freely tradeable by the Canadian Purchaser without any restrictions or hold periods; (C) that any person

will refund the purchase price of the Securities; or (D) as to the future price or value of the Securities; and

(i)            it

will (A) provide to the Company promptly following the Closing Date all information related to the sale and offering of the Securities

to Canadian Purchasers in order to allow the Company to complete the filing of any applicable Form 45-106F1 with the applicable

Canadian securities regulatory authorities within the time required by NI 45-106 and acknowledges, authorizes and consents to the delivery

or filing, as applicable, by the Company of the report on Form 45-106F1 under NI 45-106 (and any equivalent report required under

Canadian Securities Laws) with the applicable Canadian securities regulators; and (B) give prompt notice to the Company when the

distribution of the Securities has been completed and, to the extent applicable, provide any further information to the Company, upon

written request, that is required for the purpose of calculating fees payable to the applicable Canadian securities regulators in connection

with the distribution of the Securities and to allow the Company to complete the Form 45-106F1.

No Underwriter will be liable to the Company

under this Section 5 with respect to a default, non-compliance, breach or violation by any other Underwriter.

6.              Conditions

of Underwriters’ Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein

is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a)            Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding

for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before

or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission

under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities

Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been

complied with to the reasonable satisfaction of the Representatives.

(b)            Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and

on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date.

Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no

downgrading shall have occurred in the rating accorded to the Securities or any other debt securities or preferred shares issued or guaranteed

by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is

defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has

under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities

or preferred shares issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications

of a possible upgrading).

(d)            No

Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall

exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto)

and the Prospectus (excluding any amendment or supplement thereto) the effect of which in the judgment of the Representatives makes it

impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated

by this Agreement, the Time of Sale Information and the Prospectus.

(e)            Officer’s

Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company

who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that

such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the knowledge

of such officer, the representations set forth in Sections 3(a) and 3(c) hereof are true and correct, (ii) confirming

that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied

with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and

(iii) to the effect set forth in paragraphs (a), (c) and (d) above.

(f)            Comfort

Letters. On the date of this Agreement and on the Closing Date, Grant Thornton LLP shall have furnished to the Representatives, at

the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance

reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’

“comfort letters” to underwriters with respect to the financial statements and certain financial information contained or

incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that

the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing

Date.

(g)            Opinion

and 10b-5 Statement of Counsel for the Company. Latham & Watkins LLP, counsel for the Company, shall have furnished to the

Representatives, at the request of the Company, its written opinion and 10b-5 statement, dated the Closing Date and addressed to the

Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

(h)            Opinion

of Canadian Counsel. Bennett Jones LLP, Canadian counsel for the Company, shall have furnished to the Representatives, at the request

of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory

to the Representatives, to the effect set forth in Annex D hereto.

(i)            Opinion

and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion

and 10b-5 statement, addressed to the Underwriters, of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, with respect

to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as

they may reasonably request to enable them to pass upon such matters.

(j)            Opinion

of Canadian Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion, addressed

to the Underwriters, of McCarthy Tétrault LLP, Canadian counsel for the Underwriters, with respect to such matters as the Representatives

may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable

them to pass upon such matters.

(k)            No

Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted,

adopted or issued by any federal, provincial, state or foreign governmental or regulatory authority that would, as of the Closing Date,

prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued

that would, as of the Closing Date, prevent the issuance or sale of the Securities.

(l)             Good

Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the

Company in writing or any standard form of telecommunication, from the appropriate governmental authority of such jurisdiction.

(m)           CDS.

The Securities shall be eligible for clearance and settlement through CDS.

(n)            Indenture

and Securities. The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee,

and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by

the Trustee.

(o)            Additional

Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and

documents as the Representatives may reasonably request.

All opinions, letters, certificates

and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they

are in form and substance reasonably satisfactory to counsel for the Underwriters.

7.              Indemnification

and Contribution.

(a)            Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and

each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of

the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal

fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and

expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement

of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material

fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement

or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), the Preliminary

Canadian Offering Memorandum, the Canadian Offering Memorandum, any Issuer Free Writing Prospectus, including any electronic road show,

or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar

as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement

or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing

by such Underwriter through the Representatives expressly for use therein.

(b)            Indemnification

of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and

officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,

but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable

expenses incurred in connection with any suit, action or proceeding or claim asserted, as such fees and expenses are incurred) that arise

out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity

with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives

expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), the Preliminary Canadian Offering

Memorandum, the Canadian Offering Memorandum, any Issuer Free Writing Prospectus, including any electronic road show, or any Time of

Sale Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary

Prospectus and the Prospectus: first paragraph in the section entitled “Underwriting (Conflicts of Interest)—Commissions

and Discounts,” “Underwriting (Conflicts of Interest)—Price Stabilization and Short Positions” and second paragraph

in the section entitled “Underwriting (Conflicts of Interest)—Other Relationships.”

and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be

brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above,

such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought

(the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not

relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially

prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the

failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise

than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and

it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified

Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified

Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such

proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel

related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel,

but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person

and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable

time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded

that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person;

or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the

Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing

interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related

proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel)

for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate

firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing

by CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc. and any such separate firm for the Company, its directors and

officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company.

The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled

with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person

from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time

an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel

as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its

written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request

and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date

of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any

pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have

been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified

Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter

of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or

on behalf of any Indemnified Person.

(d)            Contribution.

If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient in

respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu

of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided

by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits

referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection

with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable

considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be

in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities

and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth

in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of the Company

on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged

untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the

Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or

prevent such statement or omission.

(e)            Limitation

on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7

were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other

method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid

or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above

shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses incurred by such Indemnified

Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter

be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such

Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been

required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person

who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7

are several in proportion to their respective purchase obligations hereunder and not joint.

(f)            Non-Exclusive

Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may

otherwise be available to any Indemnified Person at law or in equity.

8.              Effectiveness

of Agreement. This Agreement shall become effective as of the date first written above.

9.              Termination.

This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution

and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially

limited on any of the Toronto Stock Exchange, New York Stock Exchange or the over-the-counter market; (ii) trading of any securities

issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general

moratorium on commercial banking activities shall have been declared by U.S. or Canadian federal or New York State authorities; or (iv) there

shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within

or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable

to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time

of Sale Information, the Prospectus and the Canadian Offering Memorandum.

10.            Defaulting

Underwriter.

(a)            If,

on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder,

the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to

the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting

Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within

which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons

become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company

may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the

Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus

or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement,

the Time of Sale Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter”

includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that,

pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

(b)            If,

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains

unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right

to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder

plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase

hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains

unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right

described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters.

Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that

the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions

of Section 7 hereof shall not terminate and shall remain in effect.

(d)            Nothing

contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter

for damages caused by its default.

11.            Payment

of Expenses.

(a)            Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or

cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the

costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any stamp, transfer or similar taxes

payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration

Statement, the Preliminary Prospectus, the Preliminary Canadian Offering Memorandum, any Issuer Free Writing Prospectus, any Time of

Sale Information, the Prospectus and the Canadian Offering Memorandum (including all exhibits, amendments and supplements thereto) and

the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees

and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses of counsel for the Underwriters,

including the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment

of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution

of a Blue Sky Memorandum; (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of

the Trustee and any paying agent (including related reasonable fees and expenses of any counsel to such parties); (viii) all expenses

and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory

Authority, and the approval of the Securities for book-entry transfer by CDS; (ix) all fees and expenses in respect of the filing

of the Form 45-106F1 and any levies imposed by the Canadian Investment Regulatory Organization; and (x) all expenses incurred

by the Company in connection with any “road show” presentation to potential investors.

(b)            If

(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities

for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this

Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses

of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12.            Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred

to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable

right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter

shall be deemed to be a successor merely by reason of such purchase.

13.            Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained

in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered

pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of

any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.

14.            Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”

has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day

other than a day on which commercial banks are not open for business in Toronto, Ontario, Canada; and (c) the term “subsidiary”

has the meaning set forth in Rule 405 under the Securities Act.

15.            Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

16.            Miscellaneous.

(a)            Authority

of the Representatives. Any action by the Underwriters hereunder may be taken by CIBC World Markets Inc., Scotia Capital Inc. and

TD Securities Inc. on behalf of the Underwriters, and any such action taken by CIBC World Markets Inc., Scotia Capital Inc. and TD Securities

Inc. shall be binding upon the Underwriters.

(b)            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o CIBC World

Markets Inc., Brookfield Place, 161 Bay Street, Toronto, ON M5J 2S8 (phone: 416-594-8515); c/o Scotia Capital Inc., 40 Temperance Street,

4th Floor, Toronto, ON M5H 0B4 (phone: 416-863-7776); and c/o TD Securities Inc., 222 Bay Street, 7th Floor, Toronto, ON M5K 1A2 (phone:

416-982-2243). Notices to the Company shall be given to it at 3 Waterway Square Place, Suite 110, The Woodlands, Texas 77380 (fax:

832-442-2290).

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the laws of the State of New York, but without regard to its conflict of laws provisions.

(d)           Submission

to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough

of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated

hereby. 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 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 16, 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 Agreement.

(e)            Waiver

of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction

of any court of (i) Canada, or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any

jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior

to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property

and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement

to the fullest extent permitted by applicable law.

(f)            Waiver

of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating

to this Agreement.

(g)            Judgment

Currency. The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls

such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss

incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment

or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result

of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for

the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars

with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate

and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of,

or conversion into, the relevant currency.

(h)           Counterparts.

This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each

of which shall be an original and all of which together shall constitute one and the same instrument. The words “executed,”

“execution,” “signed,” “signature,” “delivery,” and words of like import in or relating

to this Agreement or any document to be signed in connection with this Agreement 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.

(i)             Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

(j)             Headings.

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation

of, this Agreement.

(k)            Recognition

of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding

under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under

this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the

event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Section 16(k):

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

(i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered

FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,

as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

If the foregoing is in accordance

with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

WASTE CONNECTIONS, INC.

By:

/s/ Mary Anne Whitney

Name:

Mary Anne Whitney

Title:

Executive Vice President and Chief Financial Officer

[Signature Page to Underwriting Agreement]

Accepted: As of the date first written above

CIBC

WORLD MARKETS INC.

By:

/s/ Brian Pong

Name:

Brian Pong

Title:

Managing Director

SCOTIA

CAPITAL INC.

By:

/s/ Jenna Dicks

Name:

Jenna Dicks

Title:

Managing Director

SECURITIES INC.

By:

/s/ Abeed Ramji

Name:

Abeed Ramji

Title:

Managing Director

J.P.

MORGAN SECURITIES CANADA INC.

By:

/s/ Farah Abdul Baki

Name:

Farah Abdul Baki

Title:

Managing Director

MERRILL

LYNCH CANADA INC.

By:

/s/ Jamie Hancock

Name:

Jamie Hancock

Title:

Managing Director

MIZUHO

SECURITIES CANADA INC.

By:

/s/ Robert Fahrbach

Name:

Robert Fahrbach

Title:

Managing Director

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriter

Principal

Amount of 2033

Notes

Principal

Amount of

2036 Notes

CIBC World Markets Inc.

C$ 63,000,000

C$ 84,000,000

Scotia Capital Inc.

63,000,000

84,000,000

TD Securities Inc.

63,000,000

84,000,000

J.P. Morgan Securities Canada Inc.

40,500,000

54,000,000

Merrill Lynch Canada Inc.

40,500,000

54,000,000

Mizuho Securities Canada Inc.

30,000,000

40,000,000

Total

C$ 300,000,000

C$ 400,000,000

Schedule 2

SUBSIDIARIES

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

10100

HOLDINGS, LLC

Colorado

115

W MAIN HOLDINGS, LLC

Colorado

1280

N. MAIN ST., LLC

California

1836

WATER VENTURES LLC

Delaware

Texas

1895548

ONTARIO LIMITED

Ontario

19th &

Lower Buckeye, LLC

Delaware

Arizona

2201898

ALBERTA ULC

Alberta

2361975

ALBERTA LTD.

Alberta

2362047

ALBERTA ULC

Alberta

2362055

ALBERTA ULC

Alberta

2585303

ALBERTA LTD.

Alberta

2585319

ALBERTA LTD.

Alberta

2596557

ONTARIO LTD.

Ontario

2900

DEDE ROAD, LLC

Maryland

371

BRIAN HOLDINGS, LLC

Colorado

9164-9608

QUEBEC INC.

Quebec

9199-5290

QUEBEC INC.

Quebec

A.C.M.S., INC.

Florida

A.J.

BLOSENSKI, INC.

Pennsylvania

Delaware

Maryland

ACE

SOLID WASTE, INC.

Minnesota

ADVANCED

SYSTEMS PORTABLE RESTROOMS, INC.

Oregon

AIRBORNE

DISPOSAL, LLC

Tennessee

AJB

CBD LLC

Delaware

ALASKA

WASTE MAT-SU, LLC

Alaska

ALASKA

WASTE-DENALI, LLC

Alaska

ALASKA

WASTE-DUTCH HARBOR, LLC

Alaska

ALASKA

WASTE-INTERIOR, LLC

Alaska

ALASKA

WASTE-JUNEAU, LLC

Alaska

ALASKA

WASTE-KENAI PENINSULA, LLC

Alaska

ALASKA

WASTE-KETCHIKAN, LLC

Alaska

ALASKA

WASTE-NOME, LLC

Alaska

ALASKA

WASTE-SITKA, LLC

Alaska

AMADOR

VALLEY INDUSTRIES, LLC

California

AMERICAN

DISPOSAL COMMERCIAL SERVICES, INC.

Virginia

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

AMERICAN

DISPOSAL COMPANY, INC.

Washington

AMERICAN

DISPOSAL MAINTENANCE SERVICES, INC.

Virginia

AMERICAN

DISPOSAL PROPERTY HOLDINGS, LLC

Delaware

Georgia

Virginia

AMERICAN

DISPOSAL RECYCLING SERVICES, INC.

Virginia

AMERICAN

DISPOSAL ROLL-OFF SERVICES, INC.

Virginia

AMERICAN

DISPOSAL SERVICES OF COLORADO, INC.

Colorado

AMERICAN

DISPOSAL SERVICES OF MARYLAND, INC.

Virginia

Maryland

AMERICAN

DISPOSAL SERVICES, INC.

Virginia

AMERICAN

RECYCLING CENTER, INC.

Virginia

AMERICAN

RECYCLING MANAGEMENT, INC.

New

York

AMJ

DEMOLITION, LLC

New

Jersey

ANDERSON

COUNTY LANDFILL, INC.

Delaware

South

Carolina

ANDERSON

REGIONAL LANDFILL, LLC

Delaware

South

Carolina

AQUIFER

MIDLAND, LLC

Texas

AQUIFER

MIDLAND PROPERTY, LLC

Texas

arkansas

reclamation company, llc

Arkansas

ARROWHEAD

EMPLOYMENT COMPANY OF NEW JERSEY LLC

Delaware

Massachusetts

New Jersey

ARROWHEAD

EMPLOYMENT COMPANY, LLC

Delaware

ARROWHEAD

ENVIRONMENTAL HOLDCO, INC.

Delaware

ARROWHEAD

ENVIRONMENTAL HOLDINGS, LLC

Delaware

ARROWHEAD

ENVIRONMENTAL, INC.

Delaware

Alabama

New Jersey

ARROWHEAD

ENVIRONMENTAL PARTNERS, LLC

Delaware

Alabama

Connecticut

Massachusetts

New Jersey

ASTRO

ACQUISITIONCO, INC.

Delaware

ATLANTIC

COAST RECYCLING, LLC

Delaware

New

Jersey

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

ATLANTIC

COAST RECYCLING HOLDINGS, INC.

Delaware

New

Jersey

ATLANTIC

COAST RECYCLING OF OCEAN COUNTY, LLC

Delaware

New

Jersey

AULC

HOLDINGS, LLC

Delaware

Austin

Landfill Holdings, Inc.

Delaware

Minnesota

B &

J GARBAGE CO.

Oregon

BAY

AREA PROPERTY HOLDINGS, INC.

Delaware

California

BAY

DISPOSAL HOLDINGS, INC.

Delaware

North

Carolina

Virginia

BAY

DISPOSAL PROPERTY HOLDINGS, LLC

Delaware

North

Carolina

Virginia

BAY

DISPOSAL, LLC

Virginia

North

Carolina

BESTRANS, INC.

Delaware

Maryland

Pennsylvania

BETHLEHEM

LANDFILL COMPANY

Delaware

Pennsylvania

BITUMINOUS

RESOURCES, INC.

Kentucky

BLOSSOM

PRAIRIE LANDFILL, INC.

Texas

BLUE

COMPACTOR SERVICES, LLC

Minnesota

BLUE

DIAMOND DISPOSAL, INC.

New

Jersey

BLUE

RIDGE LANDFILL COMPANY

Pennsylvania

BLYTHE

RECYCLING AND DEMOLITION SITE HOLDINGS, INC.

Delaware

New

Jersey

Pennsylvania

BORDEN

WASTE AWAY SERVICE, LLC

Indiana

Michigan

BRANDYWINE

ASSOCIATES, L.L.C.

New

Jersey

BROADACRE

LANDFILL, INC.

Colorado

BULLDOG

ACQUISITION, LLC

Delaware

Illinois

BULLDOG

WEST END HOLDINGS, INC.

Delaware

BUTLER

COUNTY LANDFILL, INC.

Nebraska

C&S

GROUP HOLDINGS, INC.

Nevada

California

C&S

WASTE SOLUTIONS OF CALIFORNIA, INC.

California

C&S

WASTE SOLUTIONS OF LASSEN COUNTY, LLC

California

C&S

WASTE SOLUTIONS OF NEVADA, INC.

Nevada

CALPET,

LLC

Wyoming

CAMINO

REAL ENVIRONMENTAL CENTER, INC.

New

Mexico

CANBY

DISPOSAL COMPANY

Oregon

CANBY

TRANSFER & RECYCLING, INC.

Oregon

CAPITAL

REGION LANDFILLS, INC.

New

York

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

CAROLINA

LANDFILL, LLC

South

Carolina

CAROLINA

PROCESSING & RECYCLING, LLC

South

Carolina

CAROLINA

WASTE & RECYCLING LLC

South

Carolina

Florida

Carpenter

Waste Holdings, LLC

New

York

CART-AWAY,

LLC

New

York

CENTRAL

ALABAMA, LLC

Alabama

CGL

HOLDINGS, LLC

Delaware

Utah

CHAMBERS

DEVELOPMENT OF NORTH CAROLINA, INC.

North

Carolina

CHAMP

LANDFILL COMPANY, LLC

Missouri

CHEROKEE

SANITARY LANDFILL COMPANY

Arkansas

CHICAGO

GRADE LANDFILL & RECYCLING LLC

California

CHICAGO

GRADE LANDFILL HOLDINGS, INC.

Delaware

California

CHICAGO

GRADE LANDFILL, INC.

California

CHIQUITA

CANYON, INC.

Delaware

California

CHIQUITA

CANYON, LLC

Delaware

California

CITY

WASTE, LLC

Tennessee

CLEARLAKE

WASTE SOLUTIONS, INC.

California

Clifton

Organics, LLC

New

York

CLOVER

FLAT LAND FILL INC.

California

COLD

CANYON LAND FILL, INC.

California

COLUMBIA

RESOURCE CO., L.P.

Washington

COLUMBIA

RIVER DISPOSAL, INC.

Washington

COMMERCIAL

ROLLOFF COMPANY, LLC

Arizona

COMMERCIAL

WASTE COMPANY, LLC

Arizona

COMMUNITY

REFUSE DISPOSAL INC.

Nebraska

Complexe

Enviro Connexions LTÉE

Canada

Quebec

CONSHOHOCKEN

EQUIPMENT SERVICES, LLC

Pennsylvania

CONSHOHOCKEN

RECYCLING & RAIL TRANSFER LLC

Delaware

Pennsylvania

CONSHOHOCKEN

RECYCLING CENTER, LLC

Pennsylvania

CORRAL

DE PIEDRA LAND COMPANY

California

COTTONWOOD

PROPERTIES, LLC

Indiana

County

Waste - Canaan B3 Transfer Station, LLC

New

York

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

County

Waste -- Ulster, LLC

New

York

Pennsylvania

COUNTY

WASTE AND RECYCLING SERVICE, INC.

New

York

Massachusetts

Pennsylvania

Vermont

COUNTY

WASTE TRANSFER CORP.

New

York

CRI

HOLDINGS, LLC

Delaware

New

Mexico

Texas

CRM

SITE SERVICES, LLC

Colorado

CUPOLA

INDUSTRIAL PROPERTIES, LLC

Delaware

CURRY

TRANSFER & RECYCLING, INC.

Oregon

California

CWR

HOLDINGS, LLC

South

Carolina

CYPRESS

CREEK LANDFILL, LLC

Delaware

Alabama

M. DISPOSAL CO., INC.

Washington

DEINES

SERVICE CO.

Oregon

DELTA

WASTE SERVICES, L.P.

Texas

DELTA

WASTE, L.L.C.

Texas

DENVER

REGIONAL LANDFILL, INC.

Colorado

DICK’S

SANITATION SERVICE, INC.

Minnesota

DNCS

PROPERTIES, llc

Arizona

New

Mexico

DRAGON

DISPOSAL, LLC

Arizona

DRY

CREEK LANDFILL, INC.

Oregon

California

DURHAM

REGIONAL LANDFILL, INC.

Delaware

DURHAM

REGIONAL LANDFILL, LLC

Arizona

E.L.

HARVEY & SONS INC.

Massachusetts

New

Hampshire

Eagle

ford reclamation company, llc

Texas

ECOSORT,

L.L.C.

Oregon

ECO-STORAGE

INVESTMENTS, LLC

Delaware

Nebraska

PASO DISPOSAL, LP

Texas

New

Mexico

ELKO

SANITATION COMPANY

Nevada

EMPIRE

DISPOSAL, INC.

Washington

Idaho

ENTECH

ALASKA LLC

Alaska

ENTREPRISE

SANITAIRE F.A. LTEE

Canada

Quebec

ENVIRONMENTAL

TRUST COMPANY

Tennessee

EVERGREEN

DISPOSAL, INC.

Montana

F.W.

DISPOSAL, L.L.C.

Missouri

FINLEY-BUTTES

LIMITED PARTNERSHIP

Oregon

Idaho

FINNEY

COUNTY LANDFILL, INC.

Delaware

Kansas

FITCHBURG

HARVEY HOLDINGS, LLC

Massachusetts

FLORIDA

EXPRESS ENVIRONMENTAL, LLC

Florida

FLORIDA

RECYCLING PROCESSOR, LLC

Florida

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

FLORIDA

WASTE HOLDINGS, INC.

Delaware

Florida

Fort

Ann Transfer Station, LLC

New

York

FRONT

RANGE LANDFILL, INC.

Delaware

Colorado

DISPOSAL SOUTH, LLC

Missouri

G &

P DEVELOPMENT, INC.

Nebraska

Garden

City Sanitation Property Holdings, LLC

Delaware

California

GARDEN

CITY SANITATION, INC.

California

GENESIS

RAILROAD REAL ESTATE, LLC

Pennsylvania

GGCOF

STONEHILL BLOCKER I, LLC

Delaware

GHW

RECYCLE, INC.

Delaware

GILL

HAULING, INC.

Nebraska

Iowa

South Dakota

GLENN

WEINBERGER TOPSOIL, INC.

Arizona

GMW

ENTERPRISES, INC.

Arizona

GOLD

RIVER HOLDINGS, LLC

Delaware

GRANVILLE

TRANSFER STATION, LLC

Vermont

New

York

GREAT

WASTE AND RECYCLING SERVICES LLC

Florida

Green

Waste Solutions of Alaska, LLC

Alaska

GREENWICH

TRANSFER STATION, LLC

Vermont

New

York

GROOT

INDUSTRIES, INC.

Delaware

Illinois

GROOT

recycling & waste services, INC.

Illinois

Indiana

Wisconsin

GROOT, INC.

Illinois

GROVELAND

TRANSFER AND RECYCLING, INC.

Florida

GUMWOOD

PROPERTIES, LLC

Indiana

Hampton

Roads Recovery Center, LLC

Virginia

HARDIN

SANITATION, INC.

Idaho

HAROLD

LEMAY ENTERPRISES, INCORPORATED

Washington

Oregon

HARVEY

HOLDINGS, LLC

Massachusetts

HARVEY

RECYCLING OF FITCHBURG, LLC

Massachusetts

HERMOSA

PIPELINE, LLC

Texas

HICKORY

17, LLC

Indiana

HIGH

DESERT SOLID WASTE FACILITY, INC.

New

Mexico

HIMCO

WASTE-AWAY SERVICE, LLC

Indiana

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

HONEYWAGON

ORGANICS, LLC

Colorado

HOODVIEW

DISPOSAL & RECYCLING, INC.

Oregon

HOWLING

COYOTE, LLC

Alabama

Connecticut

Florida

Massachusetts

New Jersey

HUDSON

VALLEY WASTE HOLDING, INC.

Delaware

New

York

IMG

HOLDING, LLC

Florida

INTEGRA

CERTIFIED DOCUMENT DESTRUCTION, LLC

Indiana

INTERMOUNTAIN

ENVIRONMENTAL SERVICES, INC.

Colorado

INTERMOUNTAIN

WASTE & RECYCLING, LLC

Colorado

IOWA

WASTE SERVICES HOLDINGS, INC.

Delaware

Iowa

IOWA

WASTE SERVICES, LLC

Delaware

Iowa

IRON

POINT ASSURANCE INC.

Barbados

ISLAND

DISPOSAL, INC.

Washington

J &

J ACQUIRECO, LLC

Delaware

J &

J SERVICES HOLDINGS, LLC

Delaware

J &

J SERVICES, INC.

Tennessee

BAR J LAND, INC.

Nebraska

JACKSON

COUNTY RECYCLING PARTNERSHIP, LLC

Oregon

JACKSON

TRANSFER STATION, LLC

Vermont

New

York

B. RECYCLING, INC.

Oregon

KAHUT

CITY SANITARY SERVICE, INC.

Oregon

KAHUT

COMPANIES HOLDINGS, INC.

Delaware

Oregon

KAHUT

INVESTMENT HOLDINGS, LLC

Oregon

KAHUT

WASTE SERVICES, LLC

Oregon

KINGSBURY

TRANSFER STATION, LLC

Vermont

New

York

L.P.

GILL, INC.

Nebraska

Iowa

LAKE

COUNTY WASTE SOLUTIONS, INC.

California

LAKESHORE

DISPOSAL, INC.

Idaho

LANDFILL

L.L.C.

Illinois

LAUREL

RIDGE LANDFILL, L.L.C.

Delaware

Kentucky

LAYNE

SWD, LLC

Delaware

Texas

LAYNE

WATER MIDSTREAM, LLC

Delaware

Texas

LAYNE

WATER MIDSTREAM RESOURCES, LLC

Delaware

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

LEALCO, INC.

Texas

LES

ENTREPRISES RAYLOBEC INC.

Quebec

LEWIS

CLARK RECYCLING AND DISPOSAL, LLC

Delaware

Pennsylvania

LIGHTNING

BUTTE ENVIRONMENTAL, LLC

Minnesota

Wyoming

LITTLE

RIVER RECYCLING REALTY, INC.

Massachusetts

LITTLE

RIVER RECYCLING, INC.

Massachusetts

LIVERMORE

SANITATION, INC.

California

LONE

STAR DISPOSAL (TEXAS), L.L.C.

Texas

LONE

STAR DISPOSAL, L.P.

Texas

LORAAS

DISPOSAL NORTH LTD.

Saskatchewan

louisiana

reclamation company, l.l.c.

Louisiana

LOUISIANA

REGIONAL LANDFILL COMPANY

Delaware

Louisiana

MADERA

DISPOSAL SYSTEMS, INC.

California

MAINLY

SANITATION BUSINESS, LLC

Delaware

MAMMOTH

DISPOSAL COMPANY

California

MANAGEMENT

ENVIRONMENTAL NATIONAL, INC.

Washington

Oregon

MASON

COUNTY GARBAGE CO., INC.

Washington

MBO,

LLC

Delaware

Louisiana

MDSI

OF LA, INC.

California

MEL

DEINES SANITARY SERVICE INC.

Oregon

MENDOCINO

LEASING COMPANY, INC.

California

MERIDIAN

HILL COMPOSTING, INC.

Washington

METROPOLITAN

TRANSFER STATION, INC.

New

York

MILLENNIUM

WASTE INCORPORATED

Indiana

Illinois

Iowa

MILPITAS

SANITATION, INC.

California

MISSION

COUNTRY DISPOSAL

California

Moring/Gills

Environmental Services, LLC

Illinois

MORRO

BAY GARBAGE SERVICE

California

MOUNTAIN

ROLL-OFFS, INC.

Colorado

MOUNTAIN

VIEW WASTE SYSTEMS, LLC

Colorado

MOUNTAIN

WASTE - DENVER, LLC

Colorado

MOUNTAIN

WASTE & RECYCLING, INC.

Colorado

MRL

PROPERTY HOLDINGS, INC.

Delaware

Arizona

Texas

MTG

DISPOSAL, LLC

Massachusetts

Rhode

Island

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

MURREY’S

DISPOSAL COMPANY, INC.

Washington

MUSIC

CITY PICK-A-PART

Tennessee

(no state filing required or made)

MUSIC

CITY PICK-A-PART HOLDINGS I, LLC

Delaware

Tennessee

MUSIC

CITY PICK-A-PART HOLDINGS II, LLC

Delaware

Tennessee

NAUSET

DISPOSAL HOLDINGS, INC.

Delaware

Massachusetts

NEBRASKA

ECOLOGY SYSTEMS, INC.

Nebraska

NEVADA

SITE SERVICES

Nevada

NOBLES

COUNTY LANDFILL, INC.

Minnesota

NORTHBOROUGH

HARVEY HOLDINGS, LLC

Massachusetts

NORTHWEST

CONTAINER SERVICES, INC.

Oregon

Washington

NWCS

CONTAINER, INC.

Delaware

California

Oregon

Washington

OKLAHOMA

CITY WASTE DISPOSAL, INC.

Oklahoma

OKLAHOMA

LANDFILL HOLDINGS, INC.

Delaware

Oklahoma

OREGON

ENVIRONMENTAL INDUSTRIES, LLC

Oregon

OSAGE

LANDFILL, INC.

Oklahoma

PACIFIC

RECYCLING SOLUTIONS, INC.

California

PACIFIC

SOLID WASTE DISPOSAL, INC.

Washington

PAHRUMP

VALLEY DISPOSAL, INC.

Nevada

California

PALADIN

COMMODITIES, INC.

Delaware

California

Oregon

Washington

PENDLETON

PROPERTY HOLDINGS, LLC

Delaware

Oregon

PENDLETON

SANITARY SERVICE, INC.

Oregon

PENINSULA

SANITATION SERVICE, INC.

Washington

PENN

WASTE INC.

Pennsylvania

PENN

WASTE PROPERTY HOLDINGS, LLC

Delaware

Pennsylvania

PERRY

COUNTY ASSOCIATES, L.L.C.

Alabama

PERRY

COUNTY RAILROAD, LLC

Alabama

Connecticut

Florida

New Jersey

PIERCE

COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC

Washington

PINE

CONE RECYCLING, LLC

Indiana

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

PIONEER

RECYCLING SERVICES, LLC

Delaware

Oregon

Washington

POST

OAK CLEAN GREEN, INC.

Texas

POTRERO

HILLS LANDFILL, INC.

California

PRATT &

CO., INC.

Massachusetts

PREFERRED

SEPTIC & DISPOSAL, INC.

California

PREMIER

WASTE SOLUTIONS, LLC

Nebraska

PSI

ENVIRONMENTAL SERVICES, INC.

Indiana

Idaho

PSI

ENVIRONMENTAL SYSTEMS, INC.

Indiana

Idaho

QUACKENBUSH

MOUNTAIN RESOURCE RECOVERY & COMPOST FACILITY, LLC

California

QUAD

COUNTY ENVIRONMENTAL SOLUTIONS, LLC

Mississippi

Tennessee

R.A.

BROWNRIGG INVESTMENTS, INC.

Oregon

R.J.C.

TRUCKING CO.

Oregon

R360

ANTELOPE DRAW, LLC

Delaware

New

Mexico

R360

ARTESIA, LLC

Delaware

New

Mexico

R360

ENVIRONMENTAL SOLUTIONS CANADA INC.

British

Columbia

Alberta

Saskatchewan

R360

ENVIRONMENTAL SOLUTIONS HOLDINGS, INC.

Delaware

Texas

North Dakota

R360

ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC

Delaware

Louisiana

R360

ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC

Delaware

Mississippi

R360

ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC

Delaware

Texas

R360

ENVIRONMENTAL SOLUTIONS, LLC

Delaware

Texas

R360

ES Holdings, Inc.

Delaware

R360

HITCHCOCK, LLC

Delaware

Texas

R360

OKLAHOMA, LLC

Delaware

Oklahoma

R360

PERMIAN BASIN, LLC

New

Mexico

Texas

R360

RED BLUFF, LLC

Texas

R360

SHUTE CREEK, LLC

Delaware

Wyoming

R360

SILO, LLC

Delaware

Wyoming

R360

WATER SOLUTIONS, LLC

Delaware

Texas

RAILROAD

AVENUE DISPOSAL, LLC

Delaware

Mississippi

RAM

WASTE SYSTEMS, INC.

Colorado

RECYCLE

MINNESOTA L. L. C.

Minnesota

RECYCLING

WORKS, LLC

Indiana

RED

CARPET LANDFILL, INC.

Oklahoma

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

REDROCK

LEASING, INC.

Nevada

California

REDWOOD

WASTE SOLUTIONS, INC.

Delaware

California

REGAL

RECYCLING CO. INC.

New

York

RENSSELAER

REGION LANDFILLS, INC.

Delaware

New

York

FINANCIAL CORPORATION

Washington

rich

valley, LLC

Minnesota

RIDGE

(CHATHAM) HOLDINGS G.P. INC.

Canada

Ontario

Manitoba

RIDGE

(CHATHAM) HOLDINGS LP

Manitoba

Ontario

RIP, INC.

Florida

RIPTIDE

MIDSTREAM, LLC

Delaware

Texas

ROAD

RUNNER WASTE SERVICE, INC.

New

Mexico

ROBERT

WRIGHT DISPOSAL, INC.

New

York

Rochelle

Waste Disposal, L.L.C.

Illinois

Rock

River Environmental Services, Inc.

Illinois

Rock

River Environmental Solutions, LLC

Illinois

Wisconsin

Indiana

Iowa

ROGUE

COMPOST, LLC

Oregon

Rogue

Disposal & Recycling, Inc.

Oregon

Rogue

Green Fuels LLC

Oregon

Rogue

Klamath Transfer LLC

Oregon

Rogue

Materials Recovery, LLC

Oregon

Rogue

Rail & Transload LLC

Oregon

Rogue

Rock LLC

Oregon

Rogue

Shred, LLC

Oregon

Rogue

Transfer & Recycling, LLC

Oregon

Rogue

Waste Disposal Holdings, Inc.

Delaware

Oregon

ROGUE

WASTE SYSTEMS, LLC

Oregon

Rogue

WASTE, Inc.

Oregon

ROLL-OFF

EXPRESS, INC.

Maryland

ROYAL

WASTE HOLDINGS, INC.

Delaware

ROYAL

WASTE PROPERTY HOLDINGS, LLC

Delaware

New

York

ROYAL

WASTE SERVICES, INC.

Delaware

New

York

RRD

Holding Company

Illinois

Wisconsin

S.A.

Dunn & Company, LLC

New

York

SAN

LUIS GARBAGE COMPANY

California

SANFORD

RECYCLING AND TRANSFER, INC.

Florida

SANIPAC, INC.

Oregon

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

SANITATION

SOLUTIONS PROPERTIES, LLC

Texas

SANITATION

SOLUTIONS, INC.

Texas

Oklahoma

SANTA

MARIA TRANSFER STATION, INC.

California

SCOTT

SOLID WASTE DISPOSAL COMPANY

Tennessee

Kentucky

SCOTT

WASTE SERVICES, LLC

Kentucky

SEABREEZE

RECOVERY, INC.

Delaware

Texas

SECTION 18,

LLC

Minnesota

Wyoming

SEDALIA

LAND COMPANY

Colorado

SENECA

MEADOWS, INC.

New

York

New

Jersey

SERVICES

ENVIRONNEMENTAUX RICHELIEU INC.

Quebec

shale

gas services, llc

Arkansas

Sierra

Holding Group, LLC

New

York

Sierra

Processing, LLC

New

York

SILVER

SPRINGS ORGANICS L.L.C.

Washington

RECLAMATION, inC.

Delaware

SKB

Environmental cloquet landfill, inc.

Minnesota

SKB

ENVIRONMENTAL, inC.

Minnesota

Wisconsin

SLD

LANDFILL, INC.

Delaware

Florida

SOLID

WASTE SYSTEMS, INC.

California

SOUTH

COUNTY SANITARY SERVICE, INC.

California

SOUTH

LAKE REFUSE COMPANY, LLC

California

SOUTH

PINE ASSOCIATES, LLC

Florida

SOUTHSIDE

MATERIALS RECYCLING FACILITY, LLC

Florida

SOUTHWEST

ENVIRONMENTAL SERVICES

Nevada

SSL

OPERATING COMPANY, INC.

Delaware

Oregon

Steamboat

Creek Terminals, Inc.

Virginia

STONEHILL

CROATIA, LLC

Delaware

Texas

STONEHILL

DAWSON, LLC

Delaware

Texas

STONEHILL

HOWARD, LLC

Delaware

Texas

STONEHILL

INFRASTRUCTURE HOLDINGS, INC.

Delaware

STONEHILL

MARTIN, LLC

Delaware

Colorado

Texas

STONEHILL

MARTIN INTERMEDIATE, LLC

Delaware

Texas

STONEHILL

MARTIN TOPCO, LLC

Delaware

Texas

STONEHILL

PIPELINE, LLC

Delaware

Texas

STUTZMAN

REFUSE DISPOSAL INC.

Kansas

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

SUMTER

RECYCLING AND SOLID WASTE DISPOSAL, INC.

Florida

SUN

COUNTRY MATERIALS, LLC

Delaware

Florida

TABLE

ROCK HOLDINGS, LLC

Oregon

TACOMA

RECYCLING COMPANY, INC.

Washington

TAFT

RECYCLING, INC.

Florida

TANNER

ROAD FACILITY, L.P.

Texas

TEAM

WASTE SERVICES HOLDINGS, INC.

Delaware

Mississippi

Tennessee

TENNESSEE

WASTE MOVERS, INC.

Delaware

Tennessee

TEXAS

REGIONAL LANDFILL COMPANY LP

Texas

THIRD

STREET PROPERTY HOLDINGS, LLC

Florida

THUNDER

BUTTE ENVIRONMENTAL, LLC

Minnesota

Wyoming

TIMBER

RIDGE LANDFILL COMPANY

Missouri

TIMBERLINE

DISPOSAL, L.L.C.

Colorado

TRANSFER

STATION SOLUTIONS, LLC

Texas

TRI

COUNTY SCRAP METALS, LLC

California

TROJAN

RECYCLING PROPERTY HOLDINGS, LLC

Delaware

Massachusetts

TROJAN

RECYCLING, INC.

Massachusetts

TWM

LAND HOLDINGS, LLC

Mississippi

UKIAH

WASTE SOLUTIONS, INC.

California

UNITED

AMERICAN RECYCLING SERVICES, LLC

Florida

UNITED

RAIL TRANSPORTATION CORP., LLC

Delaware

New

Jersey

UPPER

VALLEY DISPOSAL HOLDINGS, INC.

Delaware

California

UPPER

VALLEY DISPOSAL SERVICE

California

UPPER

VALLEY RECYCLING, INC.

California

LIQUIDS OF LA., L.P.

Delaware

Louisiana

Texas

VAIL

HONEYWAGON ENTERPRISES, LLC

Colorado

VISTA

CORPORATION

California

WARM

ASSOCIATES II, LLC

Rhode

Island

Massachusetts

WASCO

COUNTY LANDFILL, INC.

Delaware

Oregon

WASTE-AWAY

GROUP, LLC

Indiana

WASTE

AWAY GROUP HOLDINGS, INC.

Delaware

Indiana

WASTE-AWAY

TRANSPORT, LLC

Indiana

WASTE

CONNECTIONS BAYOU, INC.

Delaware

Louisiana

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

WASTE

CONNECTIONS BROKERAGE SERVICES, LLC

Delaware

New

York

WASTE

CONNECTIONS HOLDINGS LTD.

Ontario

WASTE

CONNECTIONS LONE STAR, INC.

Texas

Oklahoma

WASTE

CONNECTIONS MANAGEMENT SERVICES, INC.

Delaware

Texas

WASTE

CONNECTIONS OF ALABAMA, INC.

Delaware

Alabama

WASTE

CONNECTIONS OF ALASKA, INC.

Delaware

Alaska

WASTE

CONNECTIONS OF ALBUQUERQUE, LLC

Arizona

New

Mexico

WASTE

CONNECTIONS OF ARIZONA, INC.

Delaware

Arizona

WASTE

CONNECTIONS OF ARKANSAS, INC.

Arkansas

Missouri

WASTE

CONNECTIONS OF CALIFORNIA, INC.

California

Waste

Connections of Canada Inc.

Ontario

Alberta

British Columbia

Saskatchewan

Manitoba

Quebec

WASTE

CONNECTIONS OF COLORADO, INC.

Delaware

Colorado

WASTE

CONNECTIONS OF EL PASO, LP

Texas

WASTE

CONNECTIONS OF FLORIDA, INC.

Delaware

Florida

WASTE

CONNECTIONS OF GEORGIA, INC.

Delaware

Georgia

WASTE

CONNECTIONS OF IDAHO, INC.

Indiana

Idaho

WASTE

CONNECTIONS OF ILLINOIS, INC.

Delaware

Illinois

Iowa

WASTE

CONNECTIONS OF IOWA, INC.

Iowa

Minnesota

WASTE

CONNECTIONS OF KANSAS, INC.

Delaware

Kansas

Oklahoma

WASTE

CONNECTIONS OF KENTUCKY, INC.

Delaware

Indiana

Kentucky

WASTE

CONNECTIONS OF LOUISIANA, INC.

Delaware

Louisiana

Mississippi

WASTE

CONNECTIONS OF MARYLAND, INC.

Delaware

Maryland

WASTE

CONNECTIONS OF MASSACHUSETTS, INC.

Delaware

Massachusetts

WASTE

CONNECTIONS OF MINNESOTA, INC.

Minnesota

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

WASTE

CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC

Mississippi

WASTE

CONNECTIONS OF MISSISSIPPI, INC.

Delaware

Alabama

Mississippi

Tennessee

WASTE

CONNECTIONS OF MISSOURI, INC.

Missouri

Illinois

WASTE

CONNECTIONS OF MONTANA, INC.

Delaware

Montana

WASTE

CONNECTIONS OF NEBRASKA, INC.

Delaware

Nebraska

South Dakota

Iowa

Colorado

Wyoming

WASTE

CONNECTIONS OF NEVADA, INC.

Delaware

Nevada

WASTE

CONNECTIONS OF NEW JERSEY, INC.

Delaware

New

Jersey

Pennsylvania

WASTE

CONNECTIONS OF NEW MEXICO, INC.

Delaware

New

Mexico

Arizona

WASTE

CONNECTIONS OF NEW YORK, INC.

Delaware

New

Jersey

New York

WASTE

CONNECTIONS OF NORTH CAROLINA, INC.

Delaware

North

Carolina

South Carolina

WASTE

CONNECTIONS OF NORTH DAKOTA, INC.

Delaware

North

Dakota

WASTE

CONNECTIONS OF OKLAHOMA, INC.

Oklahoma

Kansas

WASTE

CONNECTIONS OF OREGON, INC.

Oregon

Idaho

Washington

WASTE

CONNECTIONS OF OSCEOLA COUNTY, LLC

Florida

WASTE

CONNECTIONS OF PENNSYLVANIA, INC.

Delaware

Maryland

Pennsylvania

WASTE

CONNECTIONS OF RHODE ISLAND, INC.

Delaware

Rhode

Island

Connecticut

Massachusetts

WASTE

CONNECTIONS OF SOUTH CAROLINA, INC.

Delaware

South

Carolina

WASTE

CONNECTIONS OF SOUTH DAKOTA, INC.

South

Dakota

Iowa

Nebraska

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

WASTE

CONNECTIONS OF TENNESSEE, INC.

Delaware

Kentucky

Tennessee

Arkansas

Mississippi

Georgia

WASTE

CONNECTIONS OF TEXAS, LLC

Delaware

Texas

WASTE

CONNECTIONS OF UTAH, INC.

Delaware

Utah

WASTE

CONNECTIONS OF WASHINGTON, INC.

Washington

Idaho

Oregon

WASTE

CONNECTIONS OF WYOMING, INC.

Delaware

Wyoming

WASTE

CONNECTIONS PALMETTO, INC.

Delaware

South

Carolina

WASTE

CONNECTIONS US HOLDINGS, INC.

Delaware

Texas

WASTE

CONNECTIONS US, INC.

Delaware

California

Texas

WASTE

CONTROL PROPERTY HOLDINGS, LLC

Delaware

Washington

WASTE

CONTROL RECYCLING, INC.

Washington

WASTE

CONTROL, INC.

Washington

WASTE

DISPOSAL, L.L.C.

Kansas

WASTE

INNOVATIONS, LLC

Arizona

WASTE

MASTERS SOLUTIONS HOLDINGS, INC.

Delaware

Maryland

Pennsylvania

WASTE

MASTERS SOLUTIONS, LLC

Delaware

Maryland

Pennsylvania

WASTE

REDUCTION SERVICES, L.L.C.

Oregon

WASTE

SERVICES OF N.E. MISSISSIPPI, INC.

Mississippi

WASTE

SOLUTIONS GROUP OF SAN BENITO, LLC

Delaware

California

WATERWAY

TRAILS INC., a Texas captive insurance company

Texas

WAYS

LANE LLC

Pennsylvania

INDUSTRIALS, INC.

Delaware

WCI

AUSTIN LANDFILL, LLC

Minnesota

WCI

CROSSINGS ULC

British

Columbia

Alberta

WCI

GLOBAL HOLDINGS ULC

British

Columbia

Alberta

WCI

NORTH INVESTMENTS, GP

Alberta

WCI

SOUTH INVESTMENTS, LP

Delaware

WCI

VENTURE I, LLC

Delaware

WCI

VENTURE II, LLC

Delaware

WCI

VENTURE III, LLC

Delaware

WCI

VENTURE IV, LLC

Delaware

COMPANY

STATE/

PROVINCE/

COUNTRY OF

FORMATION

QUALIFIED

WCI-WHITE

OAKS LANDFILL, INC.

Delaware

Louisiana

WCN

DE LP CORPORATION

Delaware

WCN

HOLDINGS, INC.

British

Columbia

Ontario

WCN

TX GP CORPORATION

Delaware

Texas

WEEKS

ENVIRONMENTAL, LLC

Texas

WEST

BANK ENVIRONMENTAL SERVICES, INC.

Indiana

Wyoming

WEST

COAST RECYCLING AND TRANSFER, INC.

Oregon

WEST

LINN REFUSE & RECYCLING, INC.

Oregon

WESTBOROUGH

HARVEY HOLDINGS, LLC

Massachusetts

WHITEHALL

CORPORATION

California

WHITEHALL

TRANSFER STATION, LLC

Vermont

New

York

Winnebago

Landfill Company, LLC

Illinois

Winnebago

Reclamation Service, Inc.

Illinois

WYOMING

ENVIRONMENTAL SERVICES, INC.

Indiana

Wyoming

YAKIMA

WASTE SYSTEMS, INC.

Washington

Annex A

Time of Sale Information

· Pricing

Term Sheet, dated July 27, 2026, substantially in the form of Annex B.

Annex B

WASTE CONNECTIONS, INC.

Pricing Term Sheet

Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-282813

Dated July 27, 2026

WASTE CONNECTIONS, INC.

Pricing Term Sheet

2033

Notes

2036

Notes

Issuer:

Waste Connections, Inc.

Title

of Securities:

4.200% Senior Notes due 2033 (the “2033 Notes”)

4.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2033 Notes, the

“Notes”)

Principal

Amount:

C$300,000,000

C$400,000,000

Maturity

Date:

September 4, 2033

September

4, 2036

Coupon:

4.200%

4.550%

Public

Offering Price:

99.838% of face amount

99.611% of face amount

Yield

to Maturity:

4.226%

4.598%

Benchmark

Bond:

CAN 2.75%

due June 1, 2033

CAN 3.25% due June 1, 2036

Benchmark

Price and Yield:

C$96.31 and 3.358%

C$97.41 and 3.564%

Re-Offer

Spread:

+85 bps versus the Government of Canada Curve (“GoC

Curve”).

+86.8 bps

versus the Benchmark Bond, which includes a curve adjustment of 1.8 bps.

+102 bps versus the Government of Canada Curve (“GoC

Curve”).

+103.4 bps

versus the Benchmark Bond, which includes a curve adjustment of 1.4 bps.

GoC

Curve:

CAN 2.75% due June 1, 2033 and CAN 3.25% due December 1, 2033

CAN 3.25% due June 1, 2036 and CAN 5.00% due June 1, 2037

Interest

Payment Dates:

March 4 and September 4, commencing March 4, 2027. The

first payment of interest shall be a long first coupon in the amount of C$2.45671233 per C$100.

If not a business

day in Toronto then payment of interest will be made on the next business day with no adjustment

(Following Business Day Convention).

March 4 and September 4, commencing March 4, 2027. The

first payment of interest shall be a long first coupon in the amount of C$2.661438356 per C$100.

If not a business

day in Toronto then payment of interest will be made on the next business day with no adjustment

(Following Business Day Convention).

Day

Count Fraction:

Actual/365 (fixed) when calculating interest accruals during any partial interest period

and 30/360 when calculating amounts due on any other Interest Payment Date (also known as the Actual/Actual Canadian Compound Method)

Optional Redemption:

Make-Whole

Call:

Redeemable at any time prior to July 4, 2033 (two months

prior to their maturity date) (the “2033 Notes Par Call Date”) at a redemption price

equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and

(ii) the Canada Yield Price, plus, in either case, accrued and unpaid interest, if any, thereon

to, but excluding, the redemption date.

“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 issuer 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 2033 Notes Par Call Date using as

a discount rate the sum of the Government of Canada Yield on such business day plus 21 basis

points.

Redeemable at any time prior to June 4, 2036 (three months

prior to their maturity date) (the “2036 Notes Par Call Date”) at a redemption price

equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and

(ii) the Canada Yield Price, plus, in either case, accrued and unpaid interest, if any, thereon

to, but excluding, the redemption date.

“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 issuer 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 2036 Notes 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.

“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 issuer, 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 2033 Notes Par

Call Date.

“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 issuer, 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 2036 Notes Par

Call Date.

Par

Call:

Redeemable at any time on or after the 2033 Notes Par Call Date in an amount equal to the principal

amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Redeemable at any time on or after the 2036 Notes Par Call Date in an amount equal to the principal

amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Settlement

Date:

T+5; August 4, 2026. Delivery of the Notes is expected to be made against payment for

the Notes on August 4, 2026, which will be the fifth business day following the date hereof (this settlement cycle being referred to

as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally

are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who

wish to trade the Notes on any date prior to one business day before delivery will be required, by virtue of the fact that the Notes

initially will settle in T+5, to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement

and should consult their own advisers.

Settlement/Form:

CDS Clearing and Depository Services Inc./Book-Entry (Global Debenture)

Use

of Proceeds:

Waste Connections, Inc. intends to use the net proceeds of this offering, together with cash on

hand, to repay a portion of the CAD-denominated borrowings outstanding under the Revolving Credit Facility.

Form

of Distribution in Canada:

The distribution of the Notes is being made on a private placement basis to purchasers in each of

the provinces of Canada (the “Offering Jurisdictions”) under a Canadian offering memorandum dated July 27, 2026 (the “Canadian

Offering Memorandum”), which will include the base prospectus dated October 24, 2024, and a preliminary prospectus supplement,

dated July 27, 2026. The distribution will be made in reliance on statutory exemptions from the prospectus requirements of Canadian securities

laws applicable in each of the Offering Jurisdictions and, in particular, the Notes will only be sold in the Offering Jurisdictions pursuant

to the “accredited investor exemption” (as defined in National Instrument 45-106 Prospectus Exemptions (“NI

45-106”) or as contemplated by Section 73.3 of the Securities Act (Ontario)) to purchasers that are “accredited investors”

(as such term is defined in NI 45-106 or Section 73.3(1) of the Securities Act (Ontario), as applicable), who purchase the Notes

as principal (or are deemed to be purchasing as principal) and that are not individuals unless they are also “permitted clients”

(as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations).

Form

of Distribution in the United States:

The distribution of the Notes is being made pursuant to registration with the U.S. Securities and

Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended.

Resale

Restrictions:

Resale of the Notes in Canada must be made in accordance

with applicable Canadian securities laws which may require resales to be made in accordance with

prospectus and dealer registration requirements or exemptions from the prospectus and dealer registration

requirements. Canadian purchasers are advised to seek legal advice prior to any resale of the Notes,

both within and outside of Canada.

Unless otherwise

permitted under Canadian securities legislation, a holder of Notes must not trade the Notes

before the date that is four months and a day after the distribution date of the Notes.

Denominations:

C$2,000 and integral multiples of C$1,000 in excess thereof.

Governing

Law:

New York

CUSIP:

94106BAL5

94106BAM3

ISIN:

CA94106BAL59

CA94106BAM33

Ratings

(Moody’s/S&P/Fitch)*:

A3 (Stable) / BBB+ (Stable) / A- (Stable)

Joint

Book-Running Managers:

CIBC World Markets Inc.

Scotia Capital Inc.

TD Securities Inc.

Co-Managers:

J.P. Morgan Securities Canada Inc.

Merrill Lynch Canada Inc.

Mizuho Securities Canada Inc.

*Note: A securities rating is not a recommendation

to buy, sell or hold securities and may be revised or withdrawn at any time.

The foregoing description is a summary of

certain material provisions of the Notes. Prospective purchasers should review the registration statement (including a base prospectus),

dated October 24, 2024, and a preliminary prospectus supplement, dated July 27, 2026 (the “Preliminary Prospectus Supplement”)

or the preliminary Canadian offering memorandum dated July 27, 2026, which includes the registration statement and the Preliminary Prospectus

Supplement.

The issuer has filed a registration statement

(including a base prospectus), dated October 24, 2024, and the Preliminary Prospectus Supplement, with the SEC for the offering to which

this communication relates. Before you invest, you should read the base prospectus in that registration statement and the Preliminary

Prospectus Supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter

or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling CIBC World Markets Inc.

collect at (416) 594-8515, TD Securities Inc. collect at (416) 982-2243 or Scotia Capital Inc. collect at (416) 863-7776.

This Pricing Term Sheet is qualified in its

entirety by reference to the Preliminary Prospectus Supplement or in Canada, the Canadian Offering Memorandum. The information in this

Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement

to the extent inconsistent with the information in the Preliminary Prospectus Supplement.

Annex C

Form of Opinion and 10b-5 of Latham &

Watkins LLP

Annex D

Form of Opinion of Bennett Jones LLP

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621340d6_ex99-1.htm · Sequence: 3

Exhibit 99.1

Waste Connections Announces Senior Notes Offering

TORONTO, ONTARIO, July 27, 2026 –

Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) announced today that it plans

to proceed, subject to market and other conditions, to offer two series of Canadian dollar-denominated senior notes due 2033 and 2036,

respectively (the “Notes”), in an underwritten public offering in the U.S. and by way of private placement in each of the

provinces of Canada (the “Offering”). The Notes will be senior unsecured obligations of the Company. Waste Connections intends

to use the net proceeds from the Offering, together with cash on hand, to repay a portion of the Canadian dollar-denominated borrowings

outstanding under its revolving credit facility provided under its credit agreement.

CIBC Capital Markets, Scotiabank, and TD Securities

are acting as joint book-running managers and underwriters for the Offering. The Offering will be made in the United States pursuant to

an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 24,

2024 (the “Registration Statement”), and on a private placement basis in Canada to purchasers in each province of Canada under

a Canadian offering memorandum (the “Canadian Offering Memorandum”), which includes the Registration Statement. Copies of

the preliminary prospectus supplement and the accompanying base prospectus for the Offering and, in Canada, the Canadian Offering Memorandum,

may be obtained by contacting CIBC World Markets Inc., 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, Attention: Debt Capital Markets,

at cibcdebtsyndication@cibc.com or by telephone at 416-594-8515, Scotia Capital Inc., 40 Temperance Street, 4th Floor, Toronto, ON M5H

0B4, Attention: Debt Capital Markets, at dcmtoronto@scotiabank.com or by telephone at 416-863-7776, or TD Securities Inc., 222 Bay Street,

7th Floor, Toronto, ON M5K 1A2, Attention: Debt Capital Markets, at tdcan-syndicate@tdsecurities.com or by telephone at 416-982-2243.

Copies of the preliminary prospectus supplement and the accompanying base prospectus for the Offering will also be available on the SEC’s

website at http://www.sec.gov.

This press release does not constitute an offer

to sell or the solicitation of an offer to buy the Notes or any other securities, nor will there be any offer, solicitation or sale of

the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Waste Connections

Waste Connections is an integrated solid waste

services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource

recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial

and industrial customers in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. Waste Connections

also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as

well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its

sustainability efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused

on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site

disposal for landfill leachate, further improving safety and enhancing employee engagement.

Safe Harbor and Forward-Looking Information

This press release 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 the potential Offering and the Company’s use of proceeds. 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 press release 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. Forward-looking statements in this press release include, but

are not limited to, statements about the timing and other elements of the Offering. 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 preliminary 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, 2025, 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 press release. Waste Connections

undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information,

future events, or otherwise, unless required by applicable securities laws.

CONTACT:

Mary Anne Whitney / (832) 442-2253

Joe Box / (832) 442-2153

maryannew@wasteconnections.com

joe.box@wasteconnections.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2621340d6_ex99-2.htm · Sequence: 4

Exhibit 99.2

WASTE CONNECTIONS ANNOUNCES PRICING OF C$700 MILLION

OF SENIOR NOTES

TORONTO, ONTARIO, July 27, 2026

– Following the previous announcement of the launch of a senior notes offering, Waste Connections, Inc. (TSX/NYSE: WCN)

(“Waste Connections” or the “Company”) announced today that it has priced an underwritten public offering in

the U.S. and by way of private placement in each of the provinces of Canada (the “Offering”) of (i) C$300 million

aggregate principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”) at a price to the public of 99.838% of

their face value, and (ii) C$400 million aggregate principal amount of its 4.550% Senior Notes due 2036 at a price to the

public of 99.611% of their face value (together with the 2033 Notes, the

“Notes”). The Offering is expected to close on August 4, 2026, subject to customary closing conditions. Net

proceeds to Waste Connections from the Offering are expected to be approximately C$691.9

million, after deducting underwriting fees and estimated Offering expenses, and are expected to be used, together with cash on hand,

to repay a portion of the Canadian dollar-denominated borrowings outstanding under its revolving credit facility provided under its

credit agreement.

CIBC Capital Markets, Scotiabank, and TD Securities

are acting as joint book-running managers and underwriters for the Offering along with the several other underwriters named in the underwriting

agreement. The Offering is being made in the United States pursuant to an effective shelf registration statement filed with the U.S. Securities

and Exchange Commission (the “SEC”) on October 24, 2024 (the “Registration Statement”) and on a private placement

basis in Canada to purchasers in each province of Canada under a Canadian offering memorandum (the “Canadian Offering Memorandum”),

which includes the Registration Statement. Copies of the prospectus supplement and the accompanying base prospectus for the Offering and,

in Canada, the Canadian Offering Memorandum, may be obtained by contacting CIBC World Markets Inc., 161 Bay Street, 5th Floor, Toronto,

ON M5J 2S8, Attention: Debt Capital Markets, at cibcdebtsyndication@cibc.com or by telephone at 416-594-8515, Scotia Capital Inc., 40

Temperance Street, 4th Floor, Toronto, ON M5H 0B4, Attention: Debt Capital Markets, at dcmtoronto@scotiabank.com or by telephone at 416-863-7776,

or TD Securities Inc., 222 Bay Street, 7th Floor, Toronto, ON M5K 1A2, Attention: Debt Capital Markets, at tdcan-syndicate@tdsecurities.com

or by telephone at 416-982-2243. Copies of the prospectus supplement and the accompanying base prospectus for the Offering will also be

available on the SEC’s website at http://www.sec.gov.