EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of August 1, 2008, by and among Waste Connections of Washington, Inc., a Washington corporation (“ WCWI ”), on the one hand, and Land Recovery, Inc., a Washington corporation (“ LRI ”), Resource Investments, Inc., a Washington corporation (“ RII ” and, together with LRI, the “ Selling Unitholders ”), and the shareholders of the Selling Unitholders listed on Schedule 1.2 (collectively, the “Selling Shareholders” and, together with the Selling Unitholders, the “ Selling Stakeholders ”), on the other hand.

WHEREAS , the Selling Unitholders own the respective membership interests (the “ Subject Membership Interests ”) of Pierce County Recycling, Composting and Disposal, LLC, a Washington limited liability company (the “ LLC ”) and the respective shares of capital stock (the “ Subject Shares ”) of Pierce County Landfill Management, Inc., a Washington corporation (the “ Corporation ”) set forth beside the Selling Unitholders’ names on Schedule 1.2 , which represents, in the aggregate, 49% of the total issued and outstanding membership interests of the LLC and 49% of the total issued and outstanding capital stock of the Corporation (the Subject Membership Interests and the Subject Shares being referred to collectively as, the “ Subject Units ”);

WHEREAS , the Selling Unitholders desire to sell, assign and deliver to WCWI, and WCWI desires to acquire from the Selling Unitholders, the Selling Unitholders’ entire right, title and interest in, to and under the Subject Units;

WHEREAS , as a material part of this Agreement, Waste Connections, Inc., Harold LeMay Enterprises, Incorporated, a Washington corporation (“ HLE ”), and HLE’s shareholders entered into a Stock Purchase Agreement (the “ HLE Stock Purchase Agreement ”), of even date herewith, whereby Waste Connections, Inc. agreed to purchase from the HLE shareholders, and the HLE shareholders agreed to sell to Waste Connections, Inc., all of the issued and outstanding capital stock of HLE;

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, the parties hereto, each intending to be bound hereby, agree as follows:

1.1             Sale and Purchase of Subject Units .

(a)             Sale and Purchase .  On the terms and subject to the conditions of this Agreement, at the Closing (as defined below) each Selling Unitholder shall sell, assign, transfer, deliver and convey the Subject Units to WCWI, and WCWI shall purchase and acquire from each Selling Unitholder, the Selling Unitholder’s entire right, title and interest in, to and under the Subject Units.  For the avoidance of doubt, WCWI is not assuming, and the Selling Stakeholders shall remain liable for, any liabilities of the Selling Stakeholders as the owner, directly or indirectly, of the Subject Units occurring or otherwise attributable to the period on or prior to the Closing Date subject to the express terms of this Agreement.

(b)             Closing .   Subject to Section 1.4, the closing of the transactions contemplated herein (the “ Closing ”) shall take place contemporaneously with the Closing of the HLE Stock Purchase Agreement, provided the conditions set forth in Sections  4 and 5 shall have been fulfilled or waived as of such date, or on such other date as WCWI and the Stakeholders’ Representative   shall agree (the “ Closing Date ”).  The Closing shall be held at the offices of Shartsis Friese LLP, One Maritime Plaza, 18th Floor, San Francisco, California 94111, at 10:00 a.m. local time, on the Closing Date, or at such other place and time mutually agreed by WCWI and the Stakeholders’ Representative (as defined in Section 7.4(a)).  At Closing, WCWI and the Selling Stakeholders shall execute and deliver such instruments and items as are required by this Agreement or are reasonably requested by the other party relating to transactions contemplated by this Agreement  At the election of WCWI and the Selling Unitholders, the Closing of this transaction may take place through an exchange of consideration and documents using overnight courier service, email or facsimile.

1.2             Purchase Price and Payment.  At the Closing, in full consideration for the purchase and sale of the Subject Units, (a) WCWI shall pay to the Selling Unitholders the aggregate amount of one hundred million dollars ($100,000,000.00) (the “ Purchase Price ”), which shall be paid to the Selling Unitholders, by wire transfer, in the respective amounts and to the respective bank accounts specified for the Selling Unitholders on Schedule 1.2 ; and (b) the Selling Unitholders shall deliver any stock power, membership power or other transfer instrument necessary to effect the transfer of the Subject Units in accordance with this Agreement, in a form reasonably acceptable to the Selling Unitholders and WCWI.  In addition, contemporaneously with the Closing of the purchase and sale hereunder, WCWI shall, and shall cause all of its Affiliates to, pay all amounts accrued and owed to the LLC as of such date, and the LLC shall pay all amounts accrued and owned to WCWI and all of its Affiliates as of such date, and the LLC will distribute to all its members (Waste Connections, Inc., LRI and RII) all Cash of the LLC as of such date, including, without limitation, the payments received from WCWI and its Affiliates (less the payments made to WCWI and its Affiliates), subject to Section 6.7.6 of the LLC Operating Agreement.  All amounts accrued and owed by the LLC to persons or entities other than WCWI and its Affiliates shall be paid by the LLC in the ordinary course of business consistent with past practices.  "Cash" for purposes of this Section 1.2 shall mean book cash (bank cash plus outstanding checks), and not solely bank cash.  For the avoidance of doubt, distributions made to the LLC's members pursuant to this Section 1.2 shall bring the LLC's book cash as of the Closing Date to zero.  

1.3             Allocation of the Purchase Price .  The Purchase Price shall be allocated among the Restrictive Covenants, the Subject Membership Interests and the Subject Shares as set forth on Schedule 1.3 attached hereto.  This allocation shall be binding on the parties for federal and state income tax purposes.  Notwithstanding the foregoing, WCWI shall not be limited to such amount for damages arising from breach of the Restrictive Covenants by the Selling Stakeholders or their Affiliates.

1.4             Termination .  Notwithstanding anything in this Agreement to the contrary, this Agreement and the obligations of the parties hereunder may be terminated on or prior to Closing as follows:

(a)             By Stakeholders’ Representative .  By the Stakeholders’ Representative (i) in the event the transactions contemplated by this Agreement have been prohibited or enjoined by reason of any final, unappealable judgment, decree or order entered or issued by a court of competent jurisdiction in litigation or proceedings involving any of the parties hereto that was not entered at the request or with the support of the Selling Stakeholders and if the Selling Stakeholders shall have used reasonable efforts to prevent the entry of such order; (ii) in the event WCWI breaches a representation or warranty of WCWI contained in this Agreement which has not been cured and is not capable of being cured prior to the earlier of (A) the expiration of 30 days after notice of such breach is given by the Stakeholders’ Representative to WCWI and (B) the Termination Date; or (iii) if WCWI fails to perform in any material respect any of its covenants contained in this Agreement required to be performed prior to the Closing and does not cure such failure prior to the earlier of (A) 30 days after written notice of such failure is given in writing to WCWI by the Stakeholders’ Representative and (B) the Termination Date.

(b)             By WCWI .  By WCWI (i) in the event the transactions contemplated by this Agreement have been prohibited or enjoined by reason of any final, unappealable judgment, decree or order entered or issued by a court of competent jurisdiction in litigation or proceedings involving any of the parties hereto that was not entered at the request or with the support of WCWI and if WCWI shall have used reasonable efforts to prevent the entry of such order; (ii) in the event any Selling Stakeholder, breaches a representation or warranty of a Selling Stakeholder contained in this Agreement which has not been cured and is not capable of being cured prior to the earlier of (A) expiration of 30 days after written notice of such breach is given by WCWI to the Stakeholders’ Representative and (B) the Termination Date; (iii) if any of the Selling Stakeholders fails to perform in any material respect any of their respective covenants contained in this Agreement required to be performed by a Selling Stakeholder prior to the Closing and the Selling Stakeholder does not cure such failure prior to the earlier of (A) 30 days after written notice of such failure is given in writing to the Stakeholders’ Representative by WCWI and (B) the Termination Date; or (iv) pursuant to Section 9.14(b).

(c)             By Either Party .  By WCWI or the Stakeholders’ Representative if the Closing hereunder shall not have taken place by December 29, 2008, or, by such later date as shall be agreed on by an appropriate amendment to this Agreement (the “ Termination Date ”); provided that a party shall not have the right to terminate under this Section 1.4(c) if the conditions precedent to such party’s obligation to close have been fully satisfied and such party has failed or refused to close after being requested in writing to close by the other party.

(d)             By Mutual Agreement .   WCWI and the Stakeholders’ Representative may terminate this Agreement by mutual consent.

(e)             On Termination of HLE Stock Purchase Agreement .   This Agreement shall automatically terminate upon any termination of the HLE Stock Purchase Agreement.

1.5             Notice and Effect of Termination .  On termination of this Agreement, the transactions contemplated herein shall forthwith be abandoned and all continuing obligations of the parties under or in connection with this Agreement shall be terminated and of no further force or effect; provided, however, that nothing herein shall relieve any party from liability for any

misrepresentation, breach of warranty or breach of covenant contained in this Agreement prior to such termination.  If this Agreement has terminated due to the breach of any party, such party shall remain liable for any damages arising from such breach.

The Selling Stakeholders, jointly and severally, (a) represent and warrant to WCWI that each of the following representations and warranties is true as of the date of this Agreement (the “ Signing Date ”), and will be true as of the Closing Date, subject only to those exceptions set forth on a Disclosure Schedule (the “ Disclosure Schedule ”) attached hereto as Exhibit A, and (b) agree that such representations and warranties shall survive the Closing as provided in Section 6.4:

2.1             Title to Subject Units.   The Selling Unitholders own, and as of the Closing Date will have, all right, title and interest (economic, legal and beneficial) in and to all of the respective Subject Units listed beside their names on Schedule 1.2 , which, in the aggregate, constitutes 49% of the total issued and outstanding membership interests of the LLC and 49% of the total issued and outstanding capital stock of the Corporation.  The Selling Shareholders listed on Schedule 1.2 own all of the issued and outstanding capital stock of the Selling Unitholders.  Except as expressly set forth in the Operating Agreement for the LLC, dated as of March 28, 2001 (the “ LLC Operating Agreement ”), and that certain Stockholders’ and Members’ Agreement, by and among the Corporation, the LLC, Waste Connections, Inc. and the Selling Unitholders (the  “ Stockholders’ Agreement ”), no option, warrant, call, conversion, right of first refusal or other right or commitment of any kind exists that obligates any Selling Unitholder to sell, transfer or convey any of the Subject Units to any person.  On the Closing Date, the Subject Units will be free and clear of any lien, pledge, claim, hypothecation, charge, mortgage, security interest, assessment, encumbrance or restriction of any nature, whether arising by agreement, operation of law or otherwise, except for those imposed by applicable federal and state securities laws, the LLC Operating Agreement and the Stockholders Agreement, (“ Liens ”), and, upon payment for the Subject Units, WCWI shall acquire good, valid and unencumbered title to the Subject Units, free and clear of any such Liens.

2.2             Authority; Binding Nature of Agreements.   The Selling Stakeholders have full right, power and authority to enter into this Agreement, and all documents and agreements necessary to give effect to the provisions of this Agreement, and to perform its, his or her obligations hereunder and thereunder.  The execution and delivery of this Agreement by the Selling Stakeholders and the consummation of the transactions contemplated hereby by the Selling Stakeholders have been duly authorized by the Board of Directors and shareholders of the Selling Unitholders, and all other corporate actions and proceedings required to be taken by or on behalf of the Selling Stakeholders to enter into this Agreement and consummate the transactions contemplated hereby have been duly and properly taken.  This Agreement and the other agreements or instruments executed and delivered pursuant to this Agreement, subject to the due authorization, execution and delivery by WCWI, constitute the legal, valid and binding obligation of the Selling Stakeholders, enforceable against the Selling Stakeholders in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general application relating to

or affecting enforcement of creditors’ rights and equity principles generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.3             No Restrictions on Authority.   The Selling Stakeholders have not at any time taken or been the subject of any action that may have an adverse effect on their ability to comply with or perform any of the covenants or obligations under this Agreement.  There is no proceeding pending, and to the Selling Stakeholders’ knowledge, no person has threatened to commence any proceeding, that may have an adverse effect on the ability of the Selling Stakeholders to comply with or perform any of the covenants or obligations under this Agreement.  No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such proceeding.

2.4             Governmental Consents; Compliance with Law.   Except for any filings required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”), the LLC Operating Agreement and the Stockholders Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Selling Stakeholders is required in connection with the consummation of the transactions contemplated by this Agreement.  The Selling Stakeholders make no representation or warranty regarding whether any consent or approval is required under (a) any agreement as to which none of the Selling Stakeholders is a party or bound or (b) any agreement as to which any Selling Stakeholders is a party or bound that was transferred or assigned to the LLC or the Corporation in connection with the initial formation thereof.  To the knowledge of each Selling Stakeholder, each Selling Unitholder’s ownership of the Subject Units has been conducted in all material respects in accordance with all applicable laws.

2.5             Compliance with Other Instruments.   The execution, delivery and performance of this Agreement, and any other agreements or instruments executed and delivered pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and will not result in a violation of, or default under, any other instrument, judgment, order, writ, decree or contract to which any Selling Stakeholder is a party or is otherwise known to any Selling Stakeholder, or an event that results in the creation of any Lien upon the Subject Units being sold by any Selling Unitholder, except as set forth in the LLC Operating Agreement and the Stockholders’ Agreement.  The execution, delivery and performance of this Agreement, and any other agreements or instruments executed and delivered pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default or require any consent under, this Agreement, or any agreement entered into in connection herewith, or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Selling Stakeholder is a party or by which any Selling Stakeholder is bound or any applicable laws, except as set forth in the LLC Operating Agreement and the Stockholders’ Agreement.  The Selling Unitholders have received, or will receive as of the Closing Date, all other consents or waivers necessary to transfer the Subject Units being sold by the Selling Unitholder (together with all associated rights) to WCWI, and such transfers are not subject to any third party right of first refusal, preemptive or other comparable obligation or restriction except as set forth in the LLC Operating Agreement and the Stockholders’ Agreement.  There are no agreements or instruments to which the Selling Stakeholders are parties or by which the Selling Stakeholders are bound that govern the ownership, transfer or sale of the Subject Units other than the LLC Operating Agreement and the Stockholders’

Agreement.  The Selling Stakeholders make no representation or warranty regarding compliance with any agreement as to which none of the Selling Stakeholders is a party or bound.

2.6             Broker’s Fee; No Public Offering .  No person or entity acting on behalf or under the authority of any Selling Stakeholder is entitled to any broker’s, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement, which fees in all events shall be payable by the Selling Stakeholders.  No Selling Stakeholder has offered, nor has authorized any person acting on its, his or her behalf to offer, the Subject Units to the public or engaged in any general solicitation or public advertising with respect to the offer and sale of the Subject Units.

2.7             Litigation.   There is no action, suit, proceeding or investigation pending against the Selling Stakeholders or, to the Selling Stakeholders’ knowledge, threatened against the Selling Stakeholders, the LLC or the Corporation that affects or may affect the legality, validity or enforceability of this Agreement, or the right of any Selling Stakeholder to enter into this Agreement, or the ability of any Selling Stakeholder to consummate the transaction contemplated hereby.  There is no action, suit, or proceeding by any Selling Stakeholder pending or, to the Selling Stakeholders’ knowledge, threatened against any other person relating to the Subject Units, the LLC or the Corporation.

2.8             Information .  The Selling Stakeholders have had an opportunity to discuss the LLC’s and the Corporation’s business, management, financial affairs and the terms and conditions of the sale of the Subject Units with the LLC’s and the Corporation’s management and believe they have received all the information they consider necessary or appropriate for deciding whether to enter into this Agreement and perform the obligations set forth herein.  To the Selling Stakeholders’ knowledge, there are no facts, events, or circumstances not disclosed to WCWI or otherwise known to WCWI that reasonably could be expected to be materially adverse to the business, financial condition or performance of the LLC, the Corporation or the value of the Subject Units.  The Selling Stakeholders hereby acknowledge that any future sale of the LLC’s membership interests or of the Corporation’s capital stock could be at a premium or a discount to the purchase price set forth herein, and such sale could occur at any time or not at all.  The Selling Stakeholders hereby acknowledge that WCWI has not made any representations regarding the business, management, financial affairs or prospects of the LLC or the Corporation nor have the Selling Stakeholders relied on any representation or statement of WCWI, other than those set forth in this Agreement, in making their investment decision to sell the Subject Units.

2.9             Limitation on Selling Stakeholders’ Representations and Warranties .  WCWI ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS EXPRESSLY SET FORTH IN THIS SECTION 2 OF THIS AGREEMENT, (I) THE PURCHASE OF THE SUBJECT UNITS SHALL BE ON AN “AS IS”, “WHERE IS”, “WITH ALL FAULTS BASIS”, AND (II) NEITHER THE SELLING STAKEHOLDERS NOR ANY DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONSULTANTS, AGENTS OR REPRESENTATIVES OF THE SELLING STAKEHOLDERS, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE

WCWI (a) represents and warrants to the Selling Stakeholders that each of the following representations and warranties is true as of the Signing Date, and will be true as of the Closing Date, and (b) agrees that such representations and warranties shall survive the Closing as provided in Section 6.4.

3.1             Authority; Binding Nature of Agreement.   WCWI has the absolute and full corporate right, power, and authority to enter into this Agreement, and all documents and agreements necessary to give effect to the provisions of this Agreement, and perform its obligations hereunder and thereunder.  The execution and delivery of this Agreement by WCWI and the consummation of the transactions contemplated hereby by WCWI have been duly authorized by WCWI’s and by Waste Connections, Inc.’s Board of Directors or by the Executive Committee of such Board of Directors and all other corporate actions and proceedings required to be taken by or on behalf of WCWI have been duly and properly taken.  This Agreement and all other agreements and documents executed in connection herewith have been duly and validly executed and delivered by WCWI and, subject to the due authorization, execution and delivery by the Selling Stakeholders, constitute the legal, valid and binding obligations of WCWI enforceable against WCWI in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.

3.2             No Restrictions on Authority.   WCWI has not at any time taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of the covenants or obligations under this Agreement.  There is no proceeding pending, and to WCWI’s knowledge, no person has threatened to commence any proceeding, that may have an adverse effect on the ability of WCWI to comply with or perform any of the covenants or obligations under this Agreement.  No event has occurred, and no claim, dispute or other

condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such proceeding.

3.3             Governmental Consents.   Except for any filings required by the HSR Act or the Securities Exchange Act of 1934, as amended, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of WCWI is required in connection with the consummation of the transactions contemplated by this Agreement.

3.4             Compliance with Other Instruments.   The execution, delivery and performance of this Agreement, and any other agreements or instruments executed and delivered pursuant to this Agreement, and the consummation of the transaction contemplated hereby, do not and will not result in a violation of, or default under, any instrument, judgment, order, writ, decree or contract to which WCWI is a party or is otherwise known to WCWI.  The execution, delivery and performance of this Agreement, and any other agreements or instruments executed and delivered pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default or require any consent under, this Agreement, or any agreement entered into in connection herewith, or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which WCWI is a party or by which WCWI is bound, or any applicable laws, except as set forth in the LLC Operating Agreement and the Stockholders’ Agreement.

3.5             Broker’s Fee .  No person has acted directly or indirectly as a broker, finder or financial advisor for WCWI in connection with the transactions contemplated by this Agreement and no person is entitled to any broker’s, finder’s, financial advisory or similar fee or payment in respect thereof based in any way on any agreement, arrangement or understanding made by or on behalf of WCWI that shall result in any fee or other payment payable by the Selling Stakeholders.

3.6             Litigation.   There is no action, suit, proceeding or investigation pending or, to WCWI’s knowledge, threatened against WCWI that affects or may affect the legality, validity or enforceability of this Agreement, or the right of WCWI to enter into this Agreement, or the ability of WCWI to consummate the transactions contemplated hereby.  There is no action, suit, or proceeding by WCWI pending or, to WCWI’s knowledge, threatened against any other person relating to the Subject Units, the LLC or the Corporation.

3.7             Acknowledgement .  WCWI hereby acknowledges that any future sale of the Subject Units could be at a premium or a discount to the purchase price set forth herein, and such sale could occur at any time or not at all.

3.8             No Contractual Restrictions .  No provisions exist in any article, document, or instrument to which WCWI is a party or by which it is bound that would be violated by consummation of the transactions contemplated by this Agreement.

3.9             Investment Representations .  Waste Connections, Inc. has owned 51% of the issued and outstanding membership interests of the LLC and 51% of the issued and outstanding

capital stock of the Corporation, has actively participated as the majority owner in the management of the LLC and Corporation and is fully familiar with the operations, assets and liabilities of the LLC and Corporation.  WCWI is acquiring the Subject Units pursuant to this Agreement for its own account, for investment and not with a view to resale or distribution.

3.10             Limitations on WCWI’s Representations and Warranties .  THE SELLING STAKEHOLDERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS EXPRESSLY SET FORTH IN THIS SECTION 3 OF THIS AGREEMENT, NEITHER WCWI NOR ANY DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, ATTORNEYS, ACCOUNTANTS, CONSULTANTS, AGENTS OR REPRESENTATIVES OF WCWI, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAS MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE SELLING STAKEHOLDERS ACKNOWLEDGE AND AGREE THAT THEY ARE NOT RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO THE SELLING STAKEHOLDERS BY WCWI OR ANY DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, ATTORNEYS, ACCOUNTANTS, CONSULTANTS, AGENTS OR REPRESENTATIVES OF WCWI, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY WCWI IN THIS SECTION 3 OF THIS AGREEMENT.

The obligations of WCWI under this Agreement are subject to the satisfaction, on or before the date set forth in this Section 4 or, if no date is set forth herein, at or before Closing, of all of the following conditions precedent, unless waived in writing by WCWI:

4.1             Representations and Warranties .  All representations and warranties of the Selling Stakeholders contained in this Agreement or in any statement, Exhibit, Schedule, certificate or document delivered by any of the Selling Stakeholders under this Agreement shall be true, correct and complete on and as of the date when made and at all times prior to the Closing Date, shall be deemed to be made again on the Closing Date, and shall then be true, correct and complete as of the Closing Date.

4.2             Conditions .  The Selling Stakeholders shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by them on or before the Closing Date.

4.3             Closing of HLE Stock Purchase Agreement .  The closing of the HLE Stock Purchase Agreement and the consummation of the transactions contemplated thereby shall have occurred.

4.4             HSR Waiting Period .  The waiting period under the HSR Act, if applicable to the consummation of this Agreement and the transactions contemplated hereby, shall have expired or been terminated.

4.5             Governmental Approvals; Consents to Transfer .  The consent of any governmental agency from whom the LLC, the Corporation, the Selling Stakeholders or WCWI must obtain consent in order to (a) execute this Agreement and consummate the transactions contemplated herein, and (b) effect a direct or indirect transfer of any contract, license or permit required as a result of the consummation of the transactions contemplated by this Agreement shall have been received (and shall be in a form that is reasonably acceptable to WCWI), and each other party whose consent is required to the transactions contemplated by this Agreement, shall have consented to such transactions (and shall be in a form that is reasonably acceptable to WCWI).

4.6             No Litigation .  None of the transactions contemplated hereby shall have been enjoined by any court or by any federal or state governmental branch, agency, commission or regulatory authority and no suit or other proceeding challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any federal or state governmental branch, agency, commission or regulatory authority.

4.7             Certificates .   The Selling Stakeholders shall have delivered to WCWI any certificates representing the Subject Units, free and clear of all Liens, accompanied, in the case of the Subject Units, by a stock power or membership interest power, as applicable, duly executed in blank by each Selling Unitholder.

4.8             Other Deliveries .  The President of each Selling Stakeholder shall have delivered to WCWI a certificate, dated as of the Closing Date, in form and substance satisfactory to WCWI, certifying to the fulfillment of the conditions set forth in Sections 4.1 and 4.2.

4.9             Resignations .  The Selling Stakeholders shall have caused each officer and director of the LLC and/or the Corporation representing such Selling Stakeholders to deliver a resignation as an officer and/or director of the LLC or the Corporation together, in the case of each officer and director who is not a party to this Agreement, with a general release releasing the LLC and the Corporation from all obligations under any indemnification agreements, the charter documents of the LLC or the Corporation, or otherwise .

The obligations of the Selling Stakeholders to WCWI under this Agreement are subject to the fulfillment by WCWI on or before the Closing Date of each of the following conditions precedent, unless waived in writing by the Stakeholders’ Representative:

5.1             Representations and Warranties.  &n