Form 8-K

8-K — Waste Connections, Inc.

Accession: 0001104659-26-090339

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001318220

SIC: 4953 (REFUSE SYSTEMS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2622128d1_8k.htm (Primary)

EX-4.2 — EXHIBIT 4.2 (tm2622128d1_ex4-2.htm)

EX-4.4 — EXHIBIT 4.4 (tm2622128d1_ex4-4.htm)

EX-5.1 — EXHIBIT 5.1 (tm2622128d1_ex5-1.htm)

EX-5.2 — EXHIBIT 5.2 (tm2622128d1_ex5-2.htm)

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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): August 4, 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

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 August 4, 2026, Waste Connections, Inc.

(“Waste Connections” or the “Company”) completed an underwritten public offering (the “Offering”)

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

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

The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s

Registration Statement on Form S-3 (File No. 333-282813), as supplemented by the 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. The

Offering was also made on a private placement basis in Canada to purchasers in each province of Canada under a Canadian Offering Memorandum,

which includes the Prospectus Supplement. The Company issued the Notes under the Indenture, dated as of November 16, 2018 (the “Base

Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank

National Association, as trustee (the “Trustee”), as supplemented by the Twelfth Supplemental Indenture, dated as of August 4,

2026 (the “Twelfth Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”).

The Company will pay interest on the Notes on

March 4 and September 4 of each year, beginning March 4, 2027. The 2033 Notes will mature on September 4, 2033, and

the 2036 Notes will mature on September 4, 2036. The first payment of interest shall be a long first coupon, for the 2033 Notes,

in the amount of C$2.45671233 per C$100 and for the 2036 Notes, in the amount of C$2.661438356 per C$100. The Notes are the Company’s

senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to

any of its future subordinated debt. The Notes will not be guaranteed by any of the Company’s subsidiaries.

Waste Connections may, prior to July 4, 2033

(two months before the maturity date) (the “2033 Notes Par Call Date”), redeem some or all of the 2033 Notes, at any time

and from time to time, at a redemption price equal to the greater of 100% of the aggregate principal amount of the Notes to be redeemed,

or the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments

of interest accrued as of the date of redemption) on the Notes redeemed discounted to the redemption date (assuming the Notes matured

on the 2033 Notes Par Call Date), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption

date. Commencing on July 4, 2033 (two months before the maturity date), the Company may redeem some or all of the 2033 Notes, at

any time and from time to time, at a redemption price equal to the principal amount of the Notes being redeemed, plus accrued and unpaid

interest, if any, to but excluding, the redemption date. Waste Connections may, prior to June 4, 2036 (three months before the maturity

date) (the “2036 Notes Par Call Date”), redeem some or all of the 2036 Notes, at any time and from time to time, at a redemption

price equal to the greater of 100% of the aggregate principal amount of the Notes to be redeemed, or the sum of the present values of

the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date

of redemption) on the Notes redeemed discounted to the redemption date (assuming the Notes matured on the 2036 Notes Par Call Date),

plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Commencing on June 4,

2036 (three months before the maturity date), the Company may redeem some or all of the 2036 Notes, at any time and from time to time,

at a redemption price equal to the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding,

the redemption date.

Under certain circumstances, Waste Connections

may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the Notes to ensure that the net

amounts received by each holder of the Notes will not be less than the amount such holder would have received if withholding taxes or

deductions were not incurred on a payment under or with respect to the Notes. If such payment of Additional Amounts are a result of a

change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding

by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Notes having power

to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the

Notes then outstanding at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any,

to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due

on an interest payment date that is on or prior to the redemption date).

If the Company experiences certain kinds of changes

of control, each holder of the Notes may require the Company to purchase all or a portion of the Notes for cash at a price equal to 101%

of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

The covenants in the Indenture include limitations

on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets.

The Indenture contains the following customary events of default (each

an “Event of Default”):

default in the payment of any interest upon any Note

when it becomes due and payable, and the continuance of such default for a period of 30 days (unless the entire amount of the payment

is deposited by Waste Connections with the Trustee or with a paying agent prior to 11:00 a.m., New York City time, on the 30th

day of such period);

default in the payment of principal of any Note of

that series at its maturity;

default in the performance or breach of any other covenant

or warranty by the Company in the Indenture (other than a covenant or warranty that has been included in the Indenture solely for

the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after

the Company receives written notice from the Trustee or the Company and the Trustee receive written notice from the holders of not

less than 25% in principal amount of the outstanding Notes of that series as provided in the Indenture; or

certain voluntary or involuntary events of bankruptcy,

insolvency or reorganization of Waste Connections.

Upon an Event of Default with respect to a series

of Notes, the principal of and accrued and unpaid interest on all the Notes of that series may be declared to be due and payable by the

Trustee or the holders of not less than 25% in principal amount of the outstanding Notes of such series. Upon such a declaration, such

principal and accrued interest on all of the Notes of such series will be due and payable immediately. In the case of an Event of Default

resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and

unpaid interest, if any, on all outstanding Notes will become and be immediately due and payable without any declaration or other act

on the part of the Trustee or any holder of the Notes. Under certain circumstances, the holders of a majority in principal amount of

the outstanding Notes of the applicable series may rescind any such acceleration with respect to the Notes of such series and its consequences.

The terms of the Notes are further described in

the Company’s prospectus supplement, dated July 27, 2026 related to the Notes, and the accompanying base prospectus, dated

October 24, 2024, under the captions “Description of Notes” and “Description of Debt Securities,” respectively.

The foregoing description of the Indenture is qualified in its entirety by reference to the Base Indenture and the Twelfth Supplemental

Indenture thereto, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein

by reference.

Computershare Trust Company of Canada (the “Agent”)

will initially act as paying agent, transfer agent, authenticating agent and registrar for the Notes. The obligations of the Company,

Trustee and Agent with respect to the Notes are governed under the Agency Agreement, dated as of August 4, 2026, between the Company,

the Trustee and the Agent (the “Agency Agreement”). The Company may change the paying agent, transfer agent, authenticating

agent and registrar in accordance with the terms of the Indenture and the Agency Agreement. The foregoing description of the Agency Agreement

is qualified in its entirety by reference to the Agency Agreement, a copy of which is filed as Exhibit 4.4 hereto and is incorporated

herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an

Obligation under an Off-Balance Sheet Arrangement.

The information set forth under “Item 1.01.

Entry into a Material Definitive Agreement” is incorporated herein by reference.

Safe Harbor and Forward-Looking Information

This document contains forward-looking statements

within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 (“PSLRA”),

including “forward-looking information” within the meaning of applicable Canadian securities laws. These forward-looking

statements are neither historical facts nor assurances of future performance and reflect Waste Connections’ current beliefs and

expectations regarding future events, including its use of proceeds from the Offering. These forward-looking statements are often identified

by the words “may,” “might,” “believes,” “thinks,” “expects,” “estimate,”

“continue,” “intends” or other words of similar meaning. All of the forward-looking statements included in this

document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements

involve risks, assumptions and uncertainties. Important factors that could cause actual results to differ, possibly materially, from

those indicated by the forward-looking statements include, but are not limited to, risk factors detailed in the Prospectus Supplement

and the accompanying base prospectus, which are both a part of the Registration Statement, the Company’s Annual Report on Form 10-K

for the fiscal year ended December 31, 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 document. Waste Connections undertakes no obligation to update the forward-looking

statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable

securities laws.

Item 9.01.

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit

Number

Description

4.1

Indenture,

dated as of November 16, 2018, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association,

as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on November 16, 2018).

4.2

Twelfth

Supplemental Indenture, dated as of August 4, 2026, by and between Waste Connections, Inc. and U.S. Bank Trust Company,

National Association, as trustee.

4.3

Form of

Note (included in Exhibit 4.2 hereto).

4.4

Agency

Agreement, dated as of August 4, 2026, by and between Waste Connections, Inc., U.S. Bank Trust Company, National Association

and Computershare Trust Company of Canada.

5.1

Opinion

of Latham & Watkins LLP regarding the enforceability of the Notes.

5.2

Opinion

of Bennett Jones LLP regarding the legality of the Notes.

23.1

Consent

of Latham & Watkins LLP (included in Exhibit 5.1 hereto).

23.2

Consent

of Bennett Jones LLP (included in Exhibit 5.2 hereto).

104

The

cover page of Waste Connections, Inc.’s Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities

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

Date: August 4, 2026

WASTE CONNECTIONS, INC.

By:

/s/

Mary Anne Whitney

Executive Vice President and Chief Financial Officer

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2622128d1_ex4-2.htm · Sequence: 2

Exhibit 4.2

Execution

Version

WASTE CONNECTIONS,  INC.

as Issuer,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

TWelfth

SUPPLEMENTAL INDENTURE,

Dated as of August  4, 2026,

to Indenture dated as of November  16, 2018

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

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

TABLE

OF CONTENTS

Page

ARTICLE ONE SECURITY FORMS

SECTION 1.1.

Forms of Notes

SECTION 1.2.

Price

SECTION 1.3.

Denominations

SECTION 1.4.

Payment; Interest

SECTION 1.5.

Currency

ARTICLE TWO PAYING AGENT, TRANSFER AGENT, AUTHENTICATING AGENT AND REGISTRAR

SECTION 2.1.

Appointment of Paying Agent and Registrar

SECTION 2.2.

Appointment of Authenticating Agent and Transfer Agent

SECTION 2.3.

Agency Agreements

ARTICLE THREE AMENDMENTS TO BASE INDENTURE PROVISIONS

SECTION 3.1.

Generally

SECTION 3.2.

Additional Definitions

SECTION 3.3.

Replaced Definitions

SECTION 3.4.

Issuable in Series

SECTION 3.5.

Book-Entry Provisions for Global Securities

SECTION 3.6.

CUSIP Numbers

SECTION 3.7.

Selection of Securities to be Redeemed

SECTION 3.8.

Notice of Redemption

SECTION 3.9.

Optional Redemption

SECTION 3.10.

Limitation on Liens

SECTION 3.11.

Limitations on Sale and Leaseback Transactions

SECTION 3.12.

Withholding Taxes and Other Taxes

SECTION 3.13.

Currency Conversion

SECTION 3.14.

When the Company May Merge, Amalgamate, Etc.

SECTION 3.15.

Covenant Defeasance

SECTION 3.16.

Change of Control Triggering Event

SECTION 3.17.

Notices

SECTION 3.18.

Consent to Jurisdiction and Service

ARTICLE FOUR MISCELLANEOUS

SECTION 4.1.

Construction

SECTION 4.2.

Conflicts

SECTION 4.3.

Successors and Assigns

SECTION 4.4.

Severability

SECTION 4.5.

Benefits of the Indenture

SECTION 4.6.

Governing Law

SECTION 4.7.

Defined Terms

SECTION 4.8.

Counterparts

SECTION 4.9.

Concerning the Trustee

TWELFTH

SUPPLEMENTAL INDENTURE, dated as of August  4, 2026 (the “Twelfth Supplemental Indenture”), between WASTE

CONNECTIONS,  INC., a corporation existing under the laws of Ontario, Canada (the “Company”), and U.S. BANK TRUST

COMPANY, NATIONAL ASSOCIATION, a U.S. national banking association and successor in interest to U.S. Bank National Association, as trustee

under the Base Indenture referred to below (the “Trustee”).

WHEREAS, the Company entered

into an Indenture with the Trustee, dated as of November  16, 2018 (the “Base Indenture” and, as amended and supplemented

by this Twelfth Supplemental Indenture, the “Indenture”), providing for the issuance of senior debt securities, unlimited

as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have

such other provisions as authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors; and

WHEREAS, the Company proposes

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

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

the “Notes,” and all references to Securities in the Base Indenture shall be deemed to refer also to the Notes unless

the context otherwise provides); and

WHEREAS, Section  9.1

of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to, among other things, establish

the form or terms of Notes as permitted by the Base Indenture without the consent of any Securityholder; and

WHEREAS, the entry into this

Twelfth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture; and

WHEREAS, all things necessary

have been done to make this Twelfth Supplemental Indenture, when executed and delivered by the Company, the legal, valid and binding agreement

of the Company, in accordance with its terms; and

WHEREAS, all things necessary

have been done to make the Notes, when executed and delivered by the Company and authenticated by the Trustee as provided for in the Indenture,

the legal, valid and binding agreements of the Company, in accordance with their terms; and

NOW, THEREFORE, THIS TWELFTH

SUPPLEMENTAL INDENTURE WITNESSETH, the parties hereto mutually covenant and agree as follows:

ARTICLE  One

SECURITY

FORMS

SECTION  1.1.  Forms

of Notes. The 2033 Notes and any Additional Notes shall be in substantially the form of Exhibit  A hereto and the 2036

Notes and any Additional Notes shall be in substantially the form of Exhibit  B hereto. Each may have such letters, numbers

or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and

as are not inconsistent with the provisions of the Indenture, or as may be required to comply with any law or with any rule  or regulation

made pursuant thereto or with any rule  or regulation of any exchange on which the Notes may be listed, or to conform to usage. The

terms and provisions set forth in the Notes shall constitute, and are hereby made a part of the Indenture and, to the extent applicable,

the Company and the Trustee, by their execution and delivery of the Base Indenture and this Twelfth Supplemental Indenture, expressly

agree to such terms and provisions and to be bound thereby.

SECTION  1.2.  Price.

The 2033 Notes (excluding any Additional Notes) shall be issued at 99.838% of the aggregate principal amount of C$300,000,000. The 2036

Notes (excluding any Additional Notes) shall be issued at 99.611% of the aggregate principal amount of C$400,000,000.

SECTION  1.3.  Denominations.

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

SECTION  1.4.  Payment;

Interest. The principal amount of each 2033 Note shall be payable on September  4, 2033. Each 2033 Note shall bear interest from

and including the date of issuance, or the most recent Interest Payment Date, at the fixed rate of 4.200% per annum. The principal amount

of each 2036 Note shall be payable on September  4, 2036. Each 2036 Note shall bear interest from and including the date of issuance,

or the most recent Interest Payment Date (as defined below), at the fixed rate of 4.550% per annum. The dates on which interest on each

series of Notes shall be payable shall be March  4 and September  4 of each year, commencing March  4, 2027 (the “Interest

Payment Dates”). The regular record date for interest payable on each series of Notes on any Interest Payment Date shall be

February  17 and August  20, as the case may be, immediately preceding such Interest Payment Date.

SECTION  1.5.  Currency.

References herein to “$” and “U.S. dollars” are to the lawful currency of the United States. References herein

to “Canadian dollars,” “C$” and “CAD” are to the lawful currency of Canada.

ARTICLE  Two

PAYING

AGENT, TRANSFER AGENT, AUTHENTICATING AGENT AND REGISTRAR

SECTION  2.1.  Appointment

of Paying Agent and Registrar. The Paying Agent and Registrar for each series of Notes shall each initially be Computershare Trust

Company of Canada. The Company hereby initially designates the corporate trust office of such Paying Agent as the office to be maintained

where each series of Notes may be presented for payment, registration of transfer or exchange. The Company reserves the right at any

time to vary or terminate the appointment of any Paying Agent or Registrar for each series of Notes, or to appoint additional or other

Paying Agents or Registrars for each series of Notes and to approve any change in the office through which any Paying Agent or Registrar

for each series of Notes acts.

SECTION  2.2.  Appointment

of Authenticating Agent and Transfer Agent. The Company may appoint an authenticating agent (the “Authenticating Agent”)

and a transfer agent (the “Transfer Agent”) for each series of Notes. The Authenticating Agent and the Transfer Agent shall

each initially be Computershare Trust Company of Canada. The Company reserves the right at any time to vary or terminate the appointment

of any Authenticating Agent or Transfer Agent for each series of Notes, or to appoint additional or other Authenticating Agents or Transfer

Agents for each series of Notes and to approve any change in the office through which any Authenticating Agent or Transfer Agent for

each series of Notes acts.

SECTION  2.3.  Agency

Agreements. In furtherance of Section  2.1 and Section  2.2, the Trustee is hereby authorized and directed to execute and

deliver one or more agency agreements among the Company, the Trustee and one or more of any Paying Agent, Transfer Agent, Authenticating

Agent and Registrar with respect to the Notes, including but not limited to that Agency Agreement among the Company, the Trustee and

Computershare Trust Company of Canada, dated as of the date hereof, appointing Computershare Trust Company of Canada as Paying Agent,

Transfer Agent, Authenticating Agent and Registrar for each series of Notes.

ARTICLE  Three

AMENDMENTS

TO BASE INDENTURE PROVISIONS

SECTION  3.1.  Generally.

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

sections.

SECTION  3.2.  Additional

Definitions. Section  1.1 of the Base Indenture is hereby amended by adding the following definitions in correct alphabetical

order:

“Additional Notes”

shall have the meaning set forth in Section  2.1.

“Agent Members”

shall have the meaning set forth in Section  2.14.7(a).

“Applicable Procedures”

means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules  and procedures

of the Depositary for such Security to the extent applicable to such transaction and as in effect at the time of such transfer or transaction.

“Attributable

Debt” means the present value of the rental payments during the remaining term of the lease included in the Sale and

Leaseback Transaction. To determine that present value, the Company uses a discount rate equal to the lease rate of the Sale and Leaseback

Transaction or, if the lease rate is not known to the Company, the weighted average interest rate of all series of securities outstanding

at the time under the indenture compounded semi-annually. For these purposes, rental payments do not include any amounts required to

be paid for taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute

payments for property rights. In the case of any lease that the lessee may terminate by paying a penalty, if the net amount (including

payment of the penalty) would be reduced if the lessee terminated the lease on the first date that it could be terminated, then this

lower net amount will be used.

“Canada Yield Price”

means, in respect of any Notes of a series being redeemed, the price, in respect of the principal amount of such Notes, calculated by

the Company as of the third Business Day prior to the day notice of redemption is given in respect of such Notes, equal to the sum of

the present values of the remaining scheduled payments of interest (not including any portion of the payments of interest accrued as

of the date of redemption) and principal on the applicable series of Notes to be redeemed from the redemption date to, with respect to

the 2033 Notes, 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 and, with respect to the 2036 Notes, 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.

“Change of Control”

means the occurrence of any of the following after the date of issuance of a series of Notes:

(a)            the

direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a

series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any

“person” or “group” (as those terms are used in Section  13(d)(3)  of the Exchange Act) other than to

the Company or one of its Subsidiaries;

(b)           the

consummation of any transaction (including any merger, amalgamation or consolidation) the result of which is that any “person”

or “group” (as those terms are used in Section  13(d)(3)  of the Exchange Act, it being agreed that an employee of

the Company or any of its Subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings

or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group”

(as that term is used in Section  13(d)(3)  of the Exchange Act) solely because such employee’s shares are held by a trustee

under said plan) becomes the “beneficial owner” (as defined in Rules  13d-3 and 13d-5 under the Exchange Act), directly

or indirectly, of Voting Stock representing more than 50% of the voting power of the Company’s outstanding Voting Stock;

Company consolidates with, or merges or amalgamates with or into, any person, or any person consolidates with, amalgamates with, or merges

with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or

Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction

where the Company’s Voting Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged

for, Voting Stock representing more than 50% of the voting power of the Voting Stock of the surviving or resulting person immediately

after giving effect to such transaction;

(d)           during

any period of twelve (12) consecutive calendar months, individuals who were members of the Board of Directors on the first day of such

period cease to constitute a majority of the Board of Directors unless such new directors were approved by a majority of the directors

who were directors on the first day of such period; or

(e)           the

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

“Change of Control

Offer” shall have the meaning set forth in Section  12.1(a).

“Change of Control

Payment” shall have the meaning set forth in Section  12.1(a).

“Change of Control

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

“Change of Control

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

“Change of Control

Triggering Event” means the Notes of the applicable series cease to be rated Investment Grade by at least two of the three

Rating Agencies on any date during the Trigger Period. If a Rating Agency is not providing a rating for a series of Notes at the commencement

of any Trigger Period, the Notes of such series will be deemed to have ceased to be rated Investment Grade by such Rating Agency during

that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection

with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Code”

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

“Consolidated Tangible

Assets” means the total amount of assets of the Company and its consolidated subsidiaries less the value of all intangible assets,

calculated based on the Company’s most recent balance sheet filed with the Securities and Exchange Commission.

“Excluded Holder”

shall have the meaning set forth in Section  4.8(b).

“Fitch”

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

“GAAP”

means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting

Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting

Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,

which are in effect as of the date of determination.

“Government of Canada

Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three

decimal places) of the yields quoted at 10:00 a.m.  (Toronto time) by any two investment dealers in Canada selected by the Company,

assuming semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government

of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity

that most closely approximates the remaining term to the 2033 Notes Par Call Date, with respect to the 2033 Notes, and the 2036 Notes

Par Call Date, with respect to the 2036 Notes.

“Indebtedness”

means (a)  all obligations for borrowed money or on which interest charges are customarily paid, all as shown on the balance sheet

of the indebted party, (b)  all items that would be included as liabilities on a balance sheet in accordance with GAAP as of the date

at which Indebtedness is to be determined, and (c)  all indebtedness secured by a security interest in property owned or being purchased

by the indebted party and all guarantees of Indebtedness.

“Investment Grade”

means a rating of BBB– or better by Fitch (or its equivalent under any successor rating category of Fitch), Baa3 or better by Moody’s

(or its equivalent under any successor rating category of Moody’s) and a rating of BBB– or better by S&P (or its equivalent

under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency

or rating agencies selected by the Company under the circumstances permitting the Company to select a replacement agency.

“Moody’s”

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

“Par Call Date”

shall have the meaning set forth in Section  3.7(a).

“Principal Property”

means any (i)  waste processing, waste disposal or resource recovery plant or similar facility, together with fixtures thereon and

the land underlying such facility (including any improvements thereon) and (ii)  the Company’s corporate headquarters, together

with fixtures thereon and the land underlying such building or buildings (including any improvements thereon), in each case, located within

the United States or Canada and owned by or leased to the Company or any Restricted Subsidiary except (a)  any such land, land improvements

or fixtures (x)  owned or leased jointly or in common with one or more persons other than the Company and any Restricted Subsidiaries

in which the Company’s and its Restricted Subsidiaries’ interest does not exceed 50%, or (y)  which the Board of Directors

determines is not material in importance to the Company’s total business or (b)  any portion of such land, land improvements

or fixtures that the Board of Directors determines in good faith not to be of material importance to the use or operation thereof.

“Rating Agency”

means each of Fitch, Moody’s and S&P; provided, that if any of Fitch, Moody’s or S&P ceases to rate a series

of Notes or fails to make a rating of a series of Notes publicly available for reasons outside the Company’s control, the Company

may appoint another “nationally recognized statistical rating organization” within the meaning of Section  3(a)(62) under

the Exchange Act as a replacement for such Rating Agency with respect to such series of Notes and the Company shall give notice of such

appointment to the Trustee and the Paying Agent.

“Relevant Taxing

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

“Restricted

Subsidiary” means any Subsidiary of the Company (other than any Subsidiary of which the Company owns less than all of

the outstanding Voting Stock) (a)  principally engaged in, or whose principal assets consist of property used by the Company or any

Restricted Subsidiary in, the storage, collection, transfer, interim processing, disposal or recycling of waste within the United States

or Canada or (b)  which the Company designates as a Restricted Subsidiary in an Officer’s Certificate delivered to the Trustee.

“S&P”

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

“Sale

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

“Security Instrument”

means any security agreement, chattel mortgage, assignment, financing or similar statement or notice, continuation statement, other agreement

or instrument, or amendment or supplement to any thereof, providing for, evidencing or perfecting any Security Interest or lien.

“Security Interest”

means any interest in any real or personal property or fixture which secures payment or performance of an obligation and shall include

any mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising under a Security Instrument or as a matter

of law, judicial process or otherwise.

“Taxes”

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

“Trigger Period”

means the period commencing on the earlier of (1)  the first public announcement by the Company of any Change of Control (or pending

Change of Control) and (2)  such Change of Control, and ending 60 days following consummation of such Change of Control (which Trigger

Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced

that it is considering a possible ratings change).

“Voting Stock”

of any person as of any date means the capital stock or share capital of such person that is at the time entitled to vote generally in

the election of the board of directors of such person.

SECTION  3.3.  Replaced

Definitions. Section  1.1 of the Base Indenture is hereby amended by replacing in whole the following definitions in lieu of

the corresponding existing definitions, so that in the event of a conflict with the definitions of terms in the Base Indenture, the following

definitions shall control:

“Additional Amounts”

shall have the meaning set forth in Section  4.8(a)(iii).

“Business Day”

means any day except a Saturday, Sunday or a legal holiday in Toronto, Ontario, Canada (or in connection with any payment, the place

of payment) on which banking institutions are authorized or required by law, regulation or executive order to close.

“Depositary”

means, with respect to the Notes, CDS Clearing and Depository Services Inc. (“CDS”), its nominees and successors,

or another person designated as Depositary by the Company, which must be a clearing agency registered under the Exchange Act.

SECTION  3.4.  Issuable

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

“The aggregate

principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued

in one or more Series. Additional Notes of the same class and Series  (the “Additional Notes”) may be issued in

one or more tranches from time to time, without notice to or the consent of the existing holders of such series of Notes. All Securities

of a Series  shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental

indenture or Officer’s Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution.

In the case of Securities of a Series  to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental

indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method

by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined.

Securities may differ between Series  in respect of any matters, provided that all Series  of Securities, including the Notes

and Additional Notes, shall be equally and ratably entitled to the benefits of the Indenture.”

SECTION  3.5.  Book-Entry

Provisions for Global Securities. A new Section  2.14.7 shall be added after Section  2.14.6 in the Base Indenture, which

shall read as follows:

“Section  2.14.7

Book-Entry Provisions for Global Securities.

(a)            Members

of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to

any Global Security held on their behalf by the Depositary, or under such Global Security, and the Depositary may be treated by the Company,

the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding

the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to

any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its

Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(b)            The

Depositary or its nominee, as registered owner and custodian of a Global Security, shall be the Holder of such Global Security for all

purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant

to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and

the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members.”

SECTION  3.6.  CUSIP

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

“If Additional

Notes of a series are not fungible with the Notes of such series for U.S. federal income tax purposes, they shall be issued under a separate

CUSIP number and ISIN from that under which the Notes of such series are issued.”

SECTION  3.7.  Selection

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

“If

less than all the Notes of a series are to be redeemed, CDS in its sole discretion (in the case of Global Securities) or the Trustee

(based solely on information provided to it by the Registrar) (in the case of Notes in certificated form) shall select the particular

Notes to be redeemed in any, by lot or in any other manner that the Trustee deems fair and appropriate, including by lot or other method,

unless otherwise required by law or applicable stock exchange requirements (as certified by the Company to the Trustee), subject, in

the case of Global Securities, to the applicable rules  and procedures of the Depositary. The Trustee shall make the selection from

the Notes of the applicable series outstanding not previously called for redemption. The Trustee may select for redemption portions of

the principal of the Notes of the applicable series that have denominations greater than a principal amount of C$2,000. Securities of

the Series  and portions of them it selects shall be in amounts of C$1,000 or whole multiples of C$1,000 or, with respect to Securities

of any Series  issuable in other denominations pursuant to Section  2.2.10, the minimum principal denomination for each Series  and

the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series  called for redemption

also apply to portions of Securities of that Series  called for redemption.”

SECTION  3.8.  Notice

of Redemption. The first paragraph of Section  3.3 of the Base Indenture shall be amended and restated in its entirety to read

as follows: “At least 10 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption

by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures) to each Holder whose Securities

are to be redeemed, with a copy to the Trustee and the Paying Agent.”

SECTION  3.9.  Optional

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

“Section  3.7

Optional Redemption.

(a)            (x)  Prior

to July  4, 2033 (two months prior to their maturity date) (the “2033 Notes Par Call Date”), the Company may redeem

the 2033 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a  percentage

of principal amount and rounded to three decimal places) equal to the greater of (i)  the Canada Yield Price, and (ii)  100%

of the principal amount of the 2033 Notes to be redeemed, plus, in the case of either clause (i)  or (ii)  with respect to the

2033 Notes, accrued and unpaid interest thereon to, but excluding, the redemption date and (y)  prior to June  4, 2036 (three

months prior to their maturity date) (the “2036 Notes Par Call Date” and, together with the 2033 Notes Par Call Date,

the “Par Call Dates”) the Company may redeem the 2036 Notes at its option, in whole or in part, at any time and from

time to time, at a redemption price (expressed as a  percentage of principal amount and rounded to three decimal places) equal to

the greater of (i)  the Canada Yield Price, and (ii)  100% of the principal amount of the 2036 Notes to be redeemed, plus, in

the case of either clause (i)  or (ii)  with respect to the 2036 Notes, accrued and unpaid interest thereon to, but excluding,

the redemption date.

(b)            On

or after each Par Call Date, the Company may redeem the applicable series of Notes, in whole or in part, at any time and from time to

time, at a redemption price equal to 100% of the principal amount of such series of Notes being redeemed plus accrued and unpaid interest

thereon to, but excluding, the redemption date.

The Company’s actions and determinations

in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

the case of a partial redemption of a series of Notes, selection of the Notes for redemption will be made pro rata, by lot or by such

other method as CDS in its sole discretion (in the case of Global Securities) or the Trustee (based solely on information provided to

it by the Registrar) (in the case of Notes in certificated form) deems appropriate and fair. No Notes of a principal amount of C$2,000

or less will be redeemed in part. If any Note of a series of Notes is to be redeemed in part only, the notice of redemption that relates

to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the

unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note.

For so long as the Notes of a series are held by CDS (or another depositary), the redemption of the Notes of that series shall be done

in accordance with the policies and procedures of the Depositary.

(d)            Unless

the Company defaults in payment of the redemption price for a series of Notes, on and after the redemption date interest will cease to

accrue on the Notes of such series or portions thereof called for redemption.

(e)            Notice

of any redemption of Notes of a series may, at the Company’s discretion, be given subject to one or more conditions precedent,

including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an

incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Company or another entity).

If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition,

and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or

prior to the Business Day immediately preceding the relevant redemption date.

The Company shall

notify holders of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be

able to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to applicable procedures

of CDS. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of

redemption, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price

as set forth in this Section  3.7.

(f)            The

Company is entitled to redeem the Notes of a series then outstanding, at its option, at any time, in whole but not in part, upon not

less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee and the Paying Agent, to the registered address of

each Holder (such notice to be provided not more than 90 days before the next date on which the Company would be obligated to pay Additional

Amounts with respect to the Notes of such series), at a redemption price equal to 100% of the principal amount thereof, plus accrued

and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of Notes of record on the relevant

record date to receive interest due on an interest payment date that is on or prior to the redemption date), in the event the Company

becomes, or will become, obligated to pay, on the next date on which any amount may be payable with respect to the Notes of a series,

any Additional Amounts with respect to the Notes of such series as a result of (i)  a change in, or amendment to, the laws or treaties

(or regulations, protocols or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (ii)  a change in, or amendment

to, any official position or the introduction of an official position regarding the application, administration or interpretation thereof

(including a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which

has not been publicly announced before and which becomes effective on or after the issue date of the Notes and such Additional Amounts

cannot (as certified in an Officer’s Certificate to the Trustee and the Paying Agent) be avoided by the use of reasonable measures

available to the Company; provided, that changing the jurisdiction of the Company is not a reasonable measure for purposes of

this Section  3.7(f). Notice of the Company’s intent to redeem the Notes of such series pursuant to this Section  3.7(f)  shall

not be effective until such time as it delivers to the Trustee and the Paying Agent an (1)  Officer’s Certificate stating that

the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the

right of redemption have occurred and (2)  opinion of independent legal counsel stating that the Company is or will become obligated

to pay any Additional Amounts because of an amendment to or change in law or regulation or position as set forth in this Section  3.7(f).

(g)            The

Company shall not be required to register the physical transfer of or exchange of (i)  Notes during a period beginning at the opening

of business 15 days before any selection of a series of Notes to be redeemed and ending at the close of business on the day of mailing

of the relevant notice of redemption, (ii)  any Notes of a series or portion thereof called for redemption, except the unredeemed

portion of any Note of such series being redeemed in part or (iii)  Notes of a series which have been surrendered for repayment,

except the portion, if any, of Notes of such series not to be repaid.”

SECTION  3.10.  Limitation

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

“Section  4.6     Limitation

on Liens.

(a)            The

Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist, directly or indirectly,

any Indebtedness secured by a Security Interest upon any Principal Property of the Company or of a Restricted Subsidiary, whether owned

as of the date of this Indenture or hereafter acquired, without making effective provision (and the Company hereby covenants that in

any such case it shall make or cause to be made effective provision) whereby the Notes then outstanding and any other Indebtedness of

the Company or any Restricted Subsidiary then entitled thereto shall be secured by such Security Interest equally and ratably with (or

prior to) any and all other Indebtedness of the Company or any Restricted Subsidiary thereby secured for so long as any such other Indebtedness

of the Company or any Restricted Subsidiary shall be so secured; provided, that nothing in this Section  4.6 shall prevent,

restrict or apply to Indebtedness secured by:

(i)             any

Security Interest upon property or assets existing at the time of the acquisition thereof, which Security Interest secures obligations

assumed by the Company or any Restricted Subsidiary;

(ii)            any

conditional sales agreement or other title retention agreement with respect to any property or assets acquired by the Company or any

Restricted Subsidiary;

(iii)           any

Security Interest existing on the property or assets or shares of stock of an entity at the time such entity is merged or amalgamated

with or into or consolidated with the Company or any Restricted Subsidiary or at the time of a sale, lease or other disposition of the

property or assets of such entity as an entirety or substantially as an entirety to the Company or any Restricted Subsidiary or at the

time such entity becomes a Restricted Subsidiary;

(iv)           any

Security Interest existing on the property, assets or shares of stock of any successor entity that becomes the Company in accordance with

the provisions of Section  5.1 of the Base Indenture;

(v)            any

Security Interest upon property or assets (x)  existing at the time of, or created within 360 days after, the acquisition of such

property or assets, or (y)  securing Indebtedness incurred to finance all or part of the purchase price of such property or assets

or the cost of constructing, improving, developing or expanding such property or assets that was incurred before, at the time of, or created

within 360 days after, the later to occur of the completion of such construction, improvement, development or expansion or the commencement

of commercial operation or use of the property or assets;

(vi)           any

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

the Company to a Restricted Subsidiary;

(vii)          mechanics’,

materialmen’s and other like liens (including those relating to construction, repair and storage) incurred in the ordinary course

of business;

(viii)         any

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

(ix)           Security

Interests for taxes, assessments or governmental charges not yet delinquent or Security Interests for taxes, assessments or governmental

charges already delinquent but the validity of which is being contested in good faith;

(x)            Security

Interests (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good

faith and, in the case of judgment liens, execution thereon is stayed;

(xi)           landlords’

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

(xii)          any

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

property;

(xiii)         any

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

(xiv)         any

Security Interest created by any program providing for the financing, sale or other disposition of trade or other receivables qualified

as current assets in accordance with GAAP entered into by the Company or by any Restricted Subsidiary, provided that such program is on

terms comparable for similar transactions, or any document executed by the Company or any Restricted Subsidiary in connection therewith,

and provided that such Security Interest is limited to the trade or other receivables in respect of which such program is created or exists

and the proceeds thereof; or

(xv)          any

extension, renewal or refunding (or successive extensions, renewals or refundings) in whole or in part of any Indebtedness secured by

any Security Interest referred to in the foregoing clauses (i)  through (xiv), inclusive, provided that the Security Interest securing

such Indebtedness shall be limited to the property or assets which, immediately prior to such extension, renewal or refunding, secured

such Indebtedness and additions to such property or assets, and the principal amount of such refinancing Indebtedness secured by such

Security Interest does not exceed (x)  the principal amount of such Indebtedness being refinanced plus (y)  the aggregate amount

of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection with such above-referenced

refinancings.

Notwithstanding the foregoing

provisions of this Section  4.6(a), the Company or any of its Restricted Subsidiaries may create, incur, assume or suffer to exist

any Indebtedness secured by a Security Interest without so securing the Notes if, at the time such Security Interest becomes a Security

Interest upon any Principal Property of the Company or such Restricted Subsidiary and after giving effect thereto, the aggregate outstanding

principal amount of all Indebtedness of the Company and its Restricted Subsidiaries secured by Security Interests and permitted by this

sentence (including the Attributable Debt in respect of Sale and Leaseback Transactions, but excluding Attributable Debt in respect of

any Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Section  4.7(b)) does not exceed 15%

of Consolidated Tangible Assets.

(b)            In

the event that the Company shall hereafter secure a series of Notes equally and ratably with or prior to any other obligation or Indebtedness

pursuant to the provisions of this Section  4.6, the Trustee is hereby authorized to enter into an indenture or agreement supplemental

hereto and to take such action, if any, as it may deem advisable to enable it to enforce effectively the rights of the Holders of such

series of Notes so secured, equally and ratably with or prior to such other obligations or Indebtedness.”

SECTION  3.11.  Limitations

on Sale and Leaseback Transactions. A new Section  4.7 shall be added after the newly added Section  4.6 of the Base Indenture,

which shall read as follows:

“Section  4.7     Limitations

on Sale and Leaseback Transactions.

The Company will not, and

will not permit any Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing to the Company or

any Restricted Subsidiary of any Principal Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except

for temporary leases for a term of not more than three years and except for leases between the Company and a Restricted Subsidiary or

between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted

Subsidiary to such person (herein referred to as a “Sale and Leaseback Transaction”) unless:

(a)            the

Company or such Restricted Subsidiary would be permitted pursuant to Section  4.6 to incur Indebtedness secured by a Security Interest

on the Principal Property to be leased, in an aggregate principal amount equal to the Attributable Debt associated with such Sale and

Leaseback Transaction, without equally and ratably securing the Notes;

(b)            within

180 days after the effective date of the Sale and Leaseback Transaction, the Company applies an amount equal to the fair value (as determined

by the Board of Directors) of such Principal Property to be leased to the redemption or retirement of the Notes and/or any other Securities

issued under the Indenture or to the payment or other retirement of other Indebtedness of the Company that ranks senior to or pari passu

with each series of Notes or of Indebtedness incurred by any Restricted Subsidiary (other than, in either case,  Indebtedness owned

by the Company or any Restricted Subsidiary); or

180 days after entering into the Sale and Leaseback Transaction, the Company enters into a bona fide commitment or commitments to expend

for the acquisition or capital improvement of a Principal Property an amount at least equal to the fair value (as determined by the Board

of Directors) of such Principal Property to be leased.

Notwithstanding the foregoing,

the Company may, and may permit any Restricted Subsidiary to, effect any Sale and Leaseback Transaction that is not allowable under clauses

(a)  through (c)  of this Section  4.7 if, at the time of such Sale and Leaseback Transaction, the Attributable Debt associated

with such Sale and Leaseback Transaction, together with the aggregate principal amount of outstanding Indebtedness secured by Security

Interests upon Principal Property pursuant to the last sentence of Section  4.6(a), does not exceed 15% of Consolidated Tangible Assets.

The calculation of such aggregate principal amount of outstanding Indebtedness secured by Security Interests upon Principal Property shall

exclude (i)  the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses

incurred in connection with any refinancing and (ii)  any Attributable Debt in connection with which the Company has purchased property,

retired or defeased Indebtedness as described in Section  4.7(b).”

SECTION  3.12.  Withholding

Taxes and Other Taxes. A new Section  4.8 shall be added after the newly added Section  4.7 of the Base Indenture, which

shall read as follows:

“Section  4.8     Withholding

Taxes and Other Taxes.

(a)            All

payments made by or on behalf of the Company under or with respect to each series of Notes will be made without withholding or deduction

for, or on account of, any present or future tax, duty, assessment or other governmental charge (including penalties, interest and other

liabilities related thereto) (“Taxes”) imposed or levied by or on behalf of (1)  the government of Canada or any

province or territory of Canada, (2)  any other jurisdiction in which the Company is organized or otherwise is resident for tax purposes

or (3)  any jurisdiction from or through which payment is made by or on behalf of the Company, in each case including any political

subdivision or any authority or agency therein or thereof having power to tax (each, a “Relevant Taxing Jurisdiction”),

unless required by law or the interpretation or administration thereof. If the Company is obligated to withhold or deduct any amount on

account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Company shall:

(i)             make

such withholding or deduction;

(ii)            remit

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

(iii)           subject

to the limitations in Section  4.8(b), pay such additional amounts (“Additional Amounts”) as additional interest

as may be necessary so that the net amounts received by each Holder of Notes, after such withholding or deduction (including any such

withholding or deduction on such Additional Amounts), will not be less than the amount such Holder would have received if such Taxes had

not been withheld or deducted;

(iv)          furnish

to the Trustee and the Paying Agent for the benefit of the Holders and beneficial owners of Notes, within 60 days after the date of the

payment or remittance of any Taxes is due pursuant to applicable law, certified copies of an official receipt of the relevant government

authority for all amounts deducted or withheld pursuant to applicable law, or if such receipts are not reasonably obtainable, other documentation

evidencing the remittance by the Company of those Taxes; and

(v)            at

least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee and the Paying Agent an Officer’s

Certificate setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee or the Paying

Agent may request to enable the Paying Agent to pay such Additional Amounts to Holders of Notes on the payment date.

(b)            Notwithstanding

the foregoing Section  4.8(a), no Additional Amounts will be paid with respect to or in respect of a payment made to or in respect

of any Holder or beneficial owner of the Notes (an “Excluded Holder”):

(i)             with

which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making

such payment;

(ii)            for

or on account of Canadian withholding Taxes imposed on a payment under or with respect to a Note that is deemed under subsection 214(16)

of the Income Tax Act (Canada) (or any similar successor provision or equivalent provision of any provincial or territorial law)

to be a dividend;

(iii)           for

or on account of Canadian withholding Taxes imposed by reason of the Holder or beneficial owner being an entity in respect of which the

Company is a “specified entity” (as defined in subsection 18.4(1)  of the Income Tax Act (Canada)) at the time

of making such payment;

(iv)           for

or on account of any Taxes that are imposed or withheld as a result of the presentation of any Note for payment (where presentation is

required) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Taxes by presenting the relevant Note

to another Paying Agent;

(v)            which

is subject to such Taxes by reason of the Holder or the beneficial owner of the Note (or a fiduciary, settlor, beneficiary, partner of,

member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial

owner is an estate, trust, nominee, partnership, limited liability company or corporation) being a resident, domiciliary or national of,

incorporated in, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some

present or former connection with the Relevant Taxing Jurisdiction otherwise than solely by the mere acquisition, holding or disposition

of the Notes or the receipt of payments or enforcement of rights thereunder;

(vi)          for

or on account of any Taxes imposed or deducted or withheld by reason of the failure of the Holder or beneficial owner of the Note to complete,

execute and deliver to the Company, any reasonable form or document concerning such Holder’s or beneficial owner’s nationality,

citizenship, residence, identity or connection with the Relevant Taxing Jurisdiction, provided (1)  such form or document is required

by law (including any applicable tax treaty) or by reason of the interpretation or administration of such law in order to enable the Company

to make payments on the Note without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, and (2)  the

Company has provided a timely written request to the Holder for such form or document;

(vii)         for

or on account of any Taxes imposed or withheld as a result of the presentation of any Note for payment (where presentation is required)

more than 30 days after the relevant payment is first made available for payment to the Holder or beneficial owner (except to the extent

that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such

30-day period);

(viii)        for

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

(ix)           for

or on account of any Tax that is payable otherwise than by withholding from payments under or with respect to the Notes (other than taxes

payable pursuant to Regulation 803 of the Income Tax Act (Canada), or any similar successor provision or equivalent provision of

any provincial or territorial law);

(x)            if

the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment, to the extent that such payment

would be required to be included in income under the laws of the Relevant Taxing Jurisdiction for tax purposes, of a beneficiary or settlor

with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to such Additional

Amounts had that beneficiary, settlor, member or beneficial owner been the Holder of the Note;

(xi)           for

or on account of any Tax imposed or withheld pursuant to Sections 1471 through 1474 of the Code (including any amended or successor version),

any current or future regulations or official interpretations thereof, any fiscal or regulatory legislation, rules  or practices adopted

pursuant to an intergovernmental agreement, treaty or convention between a non-U.S. jurisdiction and the United States with respect to

the foregoing or any agreements entered into pursuant to Section  1471(b)(1)  of the Code;

(xii)          for

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

(xiii)         for

or on account of any Taxes imposed or deducted or withheld by reason of the Holder or beneficial owner of the Note being a person which

is a “reverse hybrid entity” (within the meaning of subsection 18.4(1)  of the Income Tax Act (Canada), as proposed to

be amended by the draft legislative proposals released on January  29, 2026 and July  23, 2026, as may be further proposed to

be amended); or

(xiv)         for

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

reference in this Indenture to the payment of principal, premium, if any, interest, purchase price, redemption price or any other amount

payable under or with respect to any Note will be deemed to include the payment of Additional Amounts to the extent that, in such context,

Additional Amounts are, were or would be payable in respect thereof. The Company’s obligation to make payments of Additional Amounts

will survive any termination of this Indenture or the defeasance of any rights hereunder.

(d)            Without

duplication of the foregoing, the Company shall indemnify and hold harmless each Holder and beneficial owner of Notes (other than an Excluded

Holder), and upon written request therefor, shall reimburse each such Holder and beneficial owner (without duplication), for the full

amount of (x)  any Taxes imposed by a Relevant Taxing Jurisdiction and paid by such Holder or beneficial owner as a result of payments

made under or with respect to the Notes and (y)  any Taxes levied or imposed and paid by such Holder or beneficial owner with respect

to any reimbursement under (x)  above, but excluding any such Taxes on or computed by reference to such Holder’s or beneficial

owner’s net income, revenue, profits or capital.

(e)            The

Company shall pay any present or future stamp, issue, registration, court or documentary taxes or any other excise, property or similar

Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance, registration or enforcement of the Notes,

this Indenture or any other document or instrument in relation thereto, and the Company shall indemnify the Holders and beneficial owners

of the Notes for any such amounts (including penalties, interest and other liabilities related thereto) paid by such Holders and beneficial

owners.

(f)            Each

Holder or beneficial owner of the Notes shall cooperate with the Company, the Trustee and the Paying Agent to provide any information

or documentation reasonably requested by the Company, the Trustee or the Paying Agent in connection with the foregoing and to assist

the Company, the Trustee or the Paying Agent in determining the applicable withholding tax rate and the amount of Additional Amounts

or indemnity payments payable in respect thereof (though the foregoing shall impose no obligation on the Trustee other than pursuant

to applicable laws or regulations).”

SECTION  3.13.  Currency

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

(a)            “Payments

of principal, interest and additional amounts, if any, in respect of the Notes will be payable in CAD. If CAD is unavailable to the Company

due to the imposition of exchange controls or other circumstances beyond the Company’s control,

then all payments in respect of the applicable Notes will be made in U.S. dollars until CAD is again available to the Company. The amount

payable on any date in CAD will be converted into U.S. dollars at a rate mandated by the U.S. Federal Reserve Board as of the close of

business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated

a rate of conversion, on the basis of the latest U.S. dollar/CAD exchange rate available on or prior to the second Business Day prior

to the relevant payment date as determined by the Company in its sole discretion. Any payment in respect of any series of Notes alternatively

made in U.S. dollars will not constitute an event of default under such series of Notes or the Indenture. All determinations referred

to above made by the Company will be at its sole discretion and will, in the absence of clear error, be conclusive for all purposes and

binding on the Holders of the Notes.”

SECTION  3.14.  When

the Company May  Merge, Amalgamate, Etc.. The first paragraph of Section  5.1 of the Base Indenture shall be amended and

restated in its entirety to read as follows:

“The Company

shall not, in a single transaction or through a series of related transactions, consolidate with or merge or amalgamate with or into,

or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”)

if such transaction or series of transactions, in the aggregate, would result in a conveyance, transfer or lease of all or substantially

all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to any successor person, unless:

(a)            the

Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing

under the laws of Canada or any province or territory thereof or any U.S. domestic jurisdiction and assumes by supplemental indenture

the Company’s obligations under the Notes and the Indenture; and

(b)           immediately

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

The third paragraph of Section  5.1

of the Base Indenture shall be amended and restated in its entirety to read as follows:

“Notwithstanding

the above, any of the Company’s Subsidiaries may consolidate with, merge or amalgamate with or into, or transfer or lease all or

part of its properties or assets to the Company or any of the Company’s wholly-owned Subsidiaries. Neither an Officer’s Certificate

nor an Opinion of Counsel shall be required to be delivered in connection therewith.”

SECTION  3.15.  Covenant

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

follows:

“The Company

may omit to comply with respect to each series of Notes with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4,

4.5, 4.6, 4.7 and 5.1 as well as Article  XII (and the failure to comply with any such covenants shall not constitute a Default or

Event of Default with respect to such series of Notes under Section  6.1), provided that the following conditions shall have been

satisfied:”

SECTION  3.16.  Change

of Control Triggering Event. A new Article  XII shall be added after Article  XI of the Base Indenture, which shall read

as follows:

“ARTICLE  XII

PURCHASE OF NOTES AT THE OPTION OF THE HOLDERS

Section  12.1    Purchase

at Option of Holders Upon a Change of Control Triggering Event

(a)            Upon

the occurrence of a Change of Control Triggering Event with respect to a series of Notes, unless the Company has exercised its right

to redeem the applicable series of Notes pursuant to Article  III of the Indenture, each Holder of Notes of such series shall have

the right to require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the

“Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid

interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”), subject to the rights

of Holders on the relevant record date to receive interest due on the relevant interest payment date; provided that (i)  any

such portion to be purchased must be an integral multiple of C$1,000 and (ii)  the principal amount of any Note remaining after such

purchase must equal C$2,000 or an integral multiple of C$1,000 in excess thereof.

(b)            Within

30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of Notes, or at the Company’s

option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by

first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures), a notice to each Holder Notes

of the applicable series, with a copy to the Trustee and the Paying Agent, which notice shall govern the terms of the Change of Control

Offer. Such notice shall state:

(i)             the

events causing the Change of Control;

(ii)            the

date of the Change of Control;

(iii)           the

amount of the Change of Control Payment;

(iv)           the

purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required

by law (the “Change of Control Payment Date”);

(v)            if

the notice is sent prior to any Change of Control, that the Change of Control Offer is conditioned on the Change of Control being consummated

on or prior to the Change of Control Payment Date;

(vi)           the

name and address of the Paying Agent;

(vii)          that

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

(viii)         any

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

of Notes of a series under this Section  12.1 shall be made, at the option of the Holder thereof, upon:

(i)             delivery

to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly completed notice (the “Change of Control

Purchase Notice”) in the form set forth on the reverse of such series of Notes at any time prior to 5:00 p.m., New York City

time, on the Change of Control Payment Date; or

(ii)            delivery

or book-entry transfer of such series of Notes to the Trustee (or other Paying Agent appointed by the Company) at any time after delivery

of the Change of Control Purchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee (or other

Paying Agent appointed by the Company), such delivery being a condition to receipt by the Holder of the Change of Control Payment therefor;

provided that such Change of Control Payment shall be so paid pursuant to this Section  12.1 only if such series of Notes so

delivered to the Trustee (or other Paying Agent appointed by the Company) shall conform in all respects to the description thereof in

the related Change of Control Purchase Notice.

The Change of Control Purchase

Notice shall state:

(i)             if

certificated, the certificate numbers of such series of Notes to be delivered for purchase;

(ii)            the

portion of the principal amount of such series of Notes to be purchased (which portion to be purchased must be an integral multiple of

C$1,000);

(iii)           that

such series of Notes are to be purchased by the Company pursuant to the applicable provisions of the applicable series of Notes and the

Indenture; and

(iv)           if

such Change of Control Purchase Notice is delivered prior to the occurrence of a Change of Control pursuant to a definitive agreement

giving rise to a Change of Control, that the Holder acknowledges that the Company’s offer is conditioned on the consummation of

such Change of Control; provided, however, that if such series of Notes are not in certificated form, the Change of Control

Purchase Notice must comply with appropriate procedures of the Depositary.

(d)            On

the Change of Control Payment Date, the Company shall, to the extent lawful:

(i)             accept

or cause a third party to accept for payment all Notes of the applicable series or portions thereof properly tendered pursuant to the

Change of Control Offer;

(ii)            deposit

or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of the

applicable series or portions thereof properly tendered; and

(iii)           deliver

or cause to be delivered to the Paying Agent the Notes properly accepted together with an Officer’s Certificate stating the aggregate

principal amount of Notes of the applicable series being purchased.

(e)            The

Company shall not be required to make a Change of Control Offer with respect to a series of Notes if a third party makes such an offer

in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party

purchases all the Notes of such series properly tendered and not withdrawn under its offer.

(f)            The

Trustee shall not have any obligation to monitor the occurrence or dates of any Change of Control Triggering Event and may rely conclusively

on an Officer’s Certificate from the Company related to such Change of Control Triggering Event. The Trustee shall not have any

obligation to notify the Holders of the occurrence or dates of any Change of Control Triggering Event.

Section  12.2  Compliance with Tender Offer

Rules

The Company shall comply in

all material respects with the requirements of Rule  14e-1 under the Exchange Act and any other securities laws and regulations thereunder

to the extent those laws and regulations are applicable in connection with the purchase of Notes of a series as a result of a Change of

Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control

Offer provisions of the Notes of a series, the Company shall comply with those securities laws and regulations and shall not be deemed

to have breached its obligations under the Change of Control Offer provisions of the Notes of such series by virtue of any such conflict.”

SECTION  3.17.  Notices.

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

“U.S. Bank Trust Company,

National Association

Corporate Trust Services

333 Thornall St, Edison,

NJ 08837 | EX-NJ-FPIN

Attention: Christina Bruno

(Waste Connections)

Telephone: 732.321.2516

Email: christina.bruno@usbank.com”

SECTION  3.18.  Consent

to Jurisdiction and Service. A new Section  10.19 shall be added after Section  10.18 of the Base Indenture, which shall

read as follows:

“Section  10.19

Consent to Jurisdiction and Service

The Company hereby irrevocably

submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York and the County

and State of New York, United States of America in any suit or proceeding arising out of or relating to the Notes, the Indenture or the

transactions contemplated thereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any

such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in any

such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company

is subject by a suit upon such judgment. The Company irrevocably appoints Corporation Service Company, located at 80 State Street, Albany,

New York 12207-2543, as its authorized agent in the State of New York upon which process may be served in any such suit or proceeding,

and agrees that service of process upon such authorized agent, and written notice of such service to the Company by the person serving

the same to the address provided in this Section  10.19, shall be deemed in every respect effective service of process upon the Company

in any such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and

has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action as may be necessary

to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date

of this Indenture.”

ARTICLE  FOUR

MISCELLANEOUS

SECTION  4.1.  Construction.

Unless otherwise supplemented or amended by this Twelfth Supplemental Indenture, the Base Indenture is incorporated by reference in full

into this Twelfth Supplemental Indenture, and all parties to this Twelfth Supplemental Indenture agree to be bound by the terms and provisions

of the Base Indenture as supplemented and amended by this Twelfth Supplemental Indenture. The Base Indenture and this Twelfth Supplemental

Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Twelfth Supplemental Indenture

supersede any similar provisions included in the Base Indenture unless not permitted by law.

SECTION  4.2.  Conflicts.

If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Twelfth

Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

SECTION  4.3.  Successors

and Assigns. All covenants and agreements in this Twelfth Supplemental Indenture by the Company shall bind its successors and assigns,

whether so expressed or not.

SECTION  4.4.  Severability.

In case any provision in this Twelfth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,

legality and enforceability of the remaining provisions herein and therein shall not in any way be affected or impaired thereby.

SECTION  4.5.  Benefits

of the Indenture. Nothing in this Twelfth Supplemental Indenture, expressed or implied, shall give to any person, other than the

parties hereto and their successors hereunder, and the Holders of the Notes any benefit or any legal or equitable right, remedy or claim

under this Twelfth Supplemental Indenture.

SECTION  4.6.  Governing

Law. This Twelfth Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York

and this Twelfth Supplemental Indenture and each such Note shall be governed by and construed in accordance with the laws of the State

of New York.

SECTION  4.7.  Defined

Terms. All terms used in this Twelfth Supplemental Indenture not otherwise defined herein that are defined in the Base Indenture

shall have the meanings set forth therein.

SECTION  4.8.  Counterparts.

This Twelfth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts

shall together constitute but one and the same instrument. The words “executed,” “execution,” “signed,”

“signature,” “delivery,” and words of like import in or relating to this Twelfth Supplemental Indenture or any

document to be signed in connection with this Twelfth Supplemental Indenture shall be deemed to include electronic signatures, deliveries

or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually

executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto

consent to conduct the transactions contemplated hereunder by electronic means. Without limitation to the foregoing, and anything in

this Twelfth Supplemental Indenture to the contrary notwithstanding, (a)  any Officer’s Certificate, Company Order, Opinion

of Counsel, Note, instrument, agreement or other document delivered pursuant to this Twelfth Supplemental Indenture may be executed,

attested and transmitted by any of the foregoing electronic means and formats, (b)  all references in Section  2.3 of the Base

Indenture or elsewhere in this Twelfth Supplemental Indenture to the execution, attestation or authentication of any Note or any certificate

of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures

that are made or transmitted by any of the foregoing electronic means or formats, and (c)  any requirement in this Twelfth Supplemental

Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the Notes. The Company

agrees to assume all risks arising out of the use of using digital signatures, including without limitation the risk of the Trustee acting

on unauthorized instructions.

SECTION  4.9.  Concerning

the Trustee. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be

taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations

as to the validity or sufficiency of this Twelfth Supplemental Indenture or the Notes. The Trustee shall not be accountable for the use

or application by the Company of Notes or the proceeds thereof.

[Signature pages  follow]

IN WITNESS WHEREOF, the parties

hereto have caused this Twelfth Supplemental Indenture to be duly executed all as of the day and year first above written.

WASTE CONNECTIONS,  INC.

By:

/s/ Mary

Anne Whitney

Name:

Mary Anne Whitney

Title:

Executive Vice President and Chief Financial

Officer

[Signature Page –

Twelfth Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

By:

/s/ Christina

Bruno

Name:

Christina Bruno

Title:

Vice President

[Signature Page  –

Twelfth Supplemental Indenture]

Exhibit  A

[FORM  OF FACE OF

SECURITY]

[UNLESS PERMITTED UNDER SECURITIES

LEGISLATION, THE HOLDER OF THIS NOTE MUST NOT TRADE THIS NOTE BEFORE [INSERT DATE THAT IS 4 MONTHS AND A DAY AFTER THE APPLICABLE

ISSUE DATE].]1

[THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A

DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE

DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY  NOT BE TRANSFERRED EXCEPT AS A WHOLE

BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE CDS  & CO., BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY

OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR

DEPOSITARY.

UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THE COMPANY OR ITS AGENT

FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS  &

CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS  & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS  & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED

BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]2

1 This paragraph should be included on all Notes until

no longer required under applicable securities laws.

2These paragraphs should be included only if the Note is

issued in global form.

A-1

WASTE CONNECTIONS,  INC.

4.200% SENIOR NOTES DUE 2033

CUSIP NO. 94106BAL5

ISIN NO. CA94106BAL59

No.

Waste

Connections,  Inc., a corporation existing under the laws of Ontario, Canada (herein called the “Company,” which term

includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [        ]3

or its registered assigns, the principal sum of         (C$___________________)

Canadian dollars[, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases and Decreases of

Interests in the Global Note attached hereto (but in no event may such amount exceed the aggregate principal amount of Notes authenticated

pursuant to Section  2.3 of the Indenture referred to below and then outstanding pursuant the terms of the Indenture)]4,

on September  4, 2033, at the office or agency of the Company referred to below, and to pay interest thereon from [________________]5

or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on March  4 and

September  4 in each year, commencing March  4, 2027 at the rate of 4.200% per annum, in Canadian dollars, until the principal

hereof is paid or duly provided for. The first payment of interest shall be a long first coupon in the amount of C$2.45671233 per C$100

principal amount of Notes. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months; provided that,

for an interest period that is not a full semi-annual interest period, interest on the Notes will be computed on the basis of a 365-day

year and the actual number of days in such interest period.

If any principal, premium,

interest or additional amount on the Notes is payable on a Saturday, Sunday or any other day when commercial banks are not open for business

in Toronto, Ontario, Canada, the Company will make the payment on such Notes on the next succeeding Business Day, and no interest will

accrue as a result of the delay in payment.

The Company will duly and

punctually pay the principal of and interest, if any, on the Notes in whose name the Notes are registered at the close of business on

the February  17 and August  20 immediately preceding the related interest payment dates. On or before 11:00 a.m.  Toronto

time, on the applicable interest payment date, the Company shall deposit with the Paying Agent money sufficient to pay the principal

of and interest, if any, on the Notes. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest,

plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Holders of the Notes on a subsequent special

record date. The Company shall fix the record date and payment date. At least 10 days before the special record date, the Company shall

send by first-class mail (or by electronic transmission or otherwise in accordance with the Applicable Procedures) to the Trustee, the

Paying Agent and to each Holder of the Notes a notice that states the special record date, the payment date and the amount of interest

to be paid. The Company may pay defaulted interest in any other lawful manner.

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

4Use if Global Security.

5August 4, 2026 for the initial Notes.

A-2

Payment

of the principal of, premium, if any, and interest on, this Security, and exchange or transfer of this Security, will be made at the

office or agency of the Company in The City of Toronto maintained for such purpose, or at such other office or agency as may be maintained

for such purpose (which initially will be Computershare Trust Company of Canada acting through its corporate trust office located at

14th Floor, 320 Bay Street, Toronto, Ontario, Canada M5H 4A6, as the initial Paying Agent, Transfer Agent, Authenticating

Agent and Registrar for the Notes), in such coin or currency of Canada as at the time of payment is legal tender for payment of public

and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address

of the person entitled thereto as such address shall appear on the Security register.

Reference is hereby made

to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the

same effect as if set forth at this place.

Solely for the purposes of disclosure under the

Interest Act (Canada), whenever interest is to be calculated on the basis of a year of 360 days consisting of twelve 30-day months,

the yearly rate of interest to which the rate used in such calculation is equivalent during any particular period is the rate so used

multiplied by a fraction of which:

i. the numerator is the product of:

a. the actual number of days in the calendar year in which such period

ends, and

b. the sum of (A)  the product of (x)  30 and (y)  the number

of complete months elapsed in the relevant period and (B)  the number of days elapsed

in any incomplete month in the relevant period; and

ii. the denominator is the product of 360 and the actual number of days

in the relevant period.

For purposes of the disclosure

required by the Interest Act (Canada), whenever any interest is calculated on the basis of a period of time other than a calendar

year, the annual rate of interest to which each rate of interest determined pursuant to such calculation is equivalent for the purposes

of the Interest Act (Canada) is such rate as so determined multiplied by the actual number of days in the calendar year in which

the same is to be ascertained and divided by the number of days used in the basis of such determination.

A-3

Unless the certificate of

authentication hereon has been duly executed by the Trustee referred to on the reverse hereof or by the authenticating agent appointed

as provided in the Indenture by manual signature of an authorized signer, this Security shall not be entitled to any benefit under the

Indenture, or be valid or obligatory for any purpose.

A-4

IN WITNESS WHEREOF, the Company

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

WASTE CONNECTIONS, INC., as Issuer

By:

Name:

Title:

A-5

TRUSTEE’S CERTIFICATE

OF AUTHENTICATION

This is one of the 4.200%

Senior Notes due 2033 referred to in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

By:

COMPUTERSHARE

TRUST COMPANY

OF CANADA, as Authenticating Agent

By:

Authorized Signatory

Dated:

A-6

[FORM  OF REVERSE SIDE OF SECURITY]

WASTE CONNECTIONS,  INC.

4.200% Senior Notes due 2033

This Security is one of a

duly authorized issue of Securities of the Company designated as its 4.200% Senior Notes due 2033 (herein called the “Securities”),

initially in aggregate principal amount to C$300,000,000, issued under and subject to the terms of an indenture (herein called the “Indenture”)

dated as of November  16, 2018, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to

U.S. Bank National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under

the Indenture), as supplemented by a Twelfth Supplemental Indenture, dated as of August  4, 2026, between the Company and the Trustee

to which the Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations

and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are,

and are to be, authenticated and delivered.

This Security is subject

to optional redemption and a special tax redemption, and may be the subject of an offer to purchase, as further described in the Indenture.

The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities. In the event

of redemption of this Security in accordance with the Indenture in part only, a new Security or Securities in principal amount equal

to the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

Upon the occurrence of a

Change of Control Triggering Event with respect to the Securities, unless the Company has exercised its right to redeem the Securities

pursuant to Article  III of the Indenture, each Holder of the Securities shall have the right to require the Company to purchase

all or a portion (such that (i)  any such portion to be purchased must be an integral multiple of C$1,000 and (ii)  the principal

amount of any Note remaining after such purchase must equal C$2,000 or an integral multiple of C$1,000 in excess thereof) of such Holder’s

Security pursuant to Article  XII of the Indenture.

If an Event of Default shall

occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect

provided in the Indenture.

The Indenture contains provisions

for defeasance at any time of (a)  the entire Indebtedness on the Securities and (b)  certain covenants and Events of Default,

in each case upon compliance with certain conditions set forth therein.

The Indenture permits, with

certain exceptions (including certain amendments permitted without the consent of any Holders and certain amendments which require the

consent of all of the Holders) as therein provided, the amendment thereof and the modification of the rights and obligations of the Company

and the rights of the Holders under the Indenture and the Securities at any time by the Company and the Trustee with the consent of the

Holders of at least a majority in aggregate principal amount of the Securities at the time Outstanding that are affected. The Indenture

also contains provisions permitting the Holders of at least a majority in aggregate principal amount of the Securities (100% of the Holders

in certain circumstances) at the time Outstanding that are affected, to waive compliance by the Company with certain provisions of the

Indenture and the Securities and certain past Defaults and Events of Default under the Indenture and the Securities and their consequences.

Any such consent, amendment or waiver by or on behalf of the Holder of this Security, once effective, shall be conclusive and binding

upon every Holder affected by such amendment or waiver, with certain exceptions, and upon all future Holders of this Security and of

any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such

consent or waiver is made upon this Security.

A-7

No reference herein to the

Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company or any other obligor

on the Securities (in the event such other obligor is obligated to make payments in respect of the Securities), which is absolute and

unconditional, to pay the principal of, and premium, if any, and interest, if any, on, this Security at the times, place, and rate, and

in the coin or currency, herein prescribed without the consent of the Holder of this Security.

As provided in the Indenture

and subject to certain limitations therein set forth, the transfer of this Security is registrable in the register that the Registrar

shall keep with respect to the Securities and to their transfer and exchange, upon surrender of this Security for registration of transfer

at the office or agency of the Company at the corporate trust office of the Registrar, and thereupon one or more new Securities, of authorized

denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

Except as indicated in the

Indenture, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment

of a sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith.

A director, officer, employee

or stockholder (past or present), as such, of the Company shall not have any liability for any obligations of the Company under the Securities

or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security,

each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

Prior to due presentment

of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person

in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither

the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Company, the Trustee

and any Agent shall treat a person as the Holder of such principal amount of outstanding Notes represented by a Global Security as shall

be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global

Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to

the Indenture.

A-8

THIS SECURITY SHALL BE DEEMED

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

THE LAWS OF THE STATE OF NEW YORK.

All terms used in this Security

which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

A-9

CHANGE OF CONTROL PURCHASE NOTICE

If you want to elect to have only part of the Security purchased by

the Company pursuant to Section  12.1 of the Indenture, state the amount you elect to have purchased:

Date:

Your Signature:

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

Tax Identification No:

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).

A-10

SCHEDULE OF INCREASES AND DECREASES OF INTERESTS

IN THE GLOBAL SECURITY6

The following increases or

decreases in this Global Security have been made:

Date of

Exchange

Amount of

decrease in

Principal Amount

of this Global

Security

Amount of

increase in

Principal Amount

of this Global

Security

Principal Amount

of this Global

Security following

such decrease (or

increase)

Signature of

authorized officer

of Trustee or Note

Custodian

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

Security.

A-11

Exhibit  B

[FORM  OF FACE OF SECURITY]

[UNLESS PERMITTED UNDER SECURITIES

LEGISLATION, THE HOLDER OF THIS NOTE MUST NOT TRADE THIS NOTE BEFORE [INSERT DATE THAT IS 4 MONTHS AND A DAY AFTER THE APPLICABLE

ISSUE DATE].]7

[THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A

DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE

DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY  NOT BE TRANSFERRED EXCEPT AS A WHOLE

BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, WHICH SHALL BE CDS  & CO., BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY

OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR

DEPOSITARY.

UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO THE COMPANY OR ITS AGENT

FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS  &

CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS  & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS  & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED

BY THIS CERTIFICATE AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.]8

7 This paragraph should be included on all Notes until

no longer required under applicable securities laws.

8These paragraphs should be included only if the Note is

issued in global form.

B-1

WASTE CONNECTIONS,  INC.

4.550% SENIOR NOTES DUE 2036

CUSIP NO. 94106BAM3

ISIN NO. CA94106BAM33

No.

Waste

Connections,  Inc., a corporation existing under the laws of Ontario, Canada (herein called the “Company,” which term

includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [       ]9

or its registered assigns, the principal sum of (C$___________________) Canadian dollars[, or such greater or lesser amount as may from

time to time be endorsed on the Schedule of Increases and Decreases of Interests in the Global Note attached hereto (but in no event

may such amount exceed the aggregate principal amount of Notes authenticated pursuant to Section  2.3 of the Indenture referred to

below and then outstanding pursuant the terms of the Indenture)]10, on September  4,

2036, at the office or agency of the Company referred to below, and to pay interest thereon from [__________]11

or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on March  4 and

September  4 in each year, commencing March  4, 2027 at the rate of 4.550% per annum, in Canadian dollars, until the principal

hereof is paid or duly provided for. The first payment of interest shall be a long first coupon in the amount of C$2.661438356 per C$100