STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “ Agreement ”), dated as of August 1, 2008, is entered into by and among Waste Connections, Inc., a Delaware corporation (“ WCI ”), on the one hand, and Harold LeMay Enterprises, Incorporated, a Washington corporation (the “ Corporation ”), and all of the shareholders of the Corporation, which are listed on Schedule 3.2 attached hereto (collectively, the “ Shareholders ”), on the other hand.

WHEREAS , the Corporation is engaged in municipal solid waste, industrial non-hazardous waste, commercial solid waste, construction and demolition waste, green or yard waste, electronic waste or any other waste or residual product collection, processing, transfer, transport, recycling and disposal business and operations in the State of Washington, and other related solid waste activities (the “ Business ”);

WHEREAS , the Shareholders own all of the issued and outstanding capital stock of the Corporation (the “ Corporation’s Stock ”);

WHEREAS , WCI wishes to acquire from the Shareholders all of the Corporation’s Stock; and

WHEREAS , as a material part of this Agreement, Waste Connections of Washington, Inc., Land Recovery, Inc., Resource Investments, Inc. and the shareholders of Land Recovery, Inc. and Resource Investments, Inc. entered into an Equity Purchase Agreement, of even date herewith (the “ Equity Purchase Agreement ”), whereby Waste Connections of Washington, Inc. agreed to purchase from Land Recovery, Inc. and Resource Investments, Inc. all of the membership interests of Pierce County Recycling, Composting and Disposal, LLC (the “ LLC ”) and all of capital stock of Pierce County Landfill Management, Inc. (the “ Management Company ”) held by them, which 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 Management Company;

NOW, THEREFORE , in consideration of the 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            Shares to be Purchased .  At the Closing, the Shareholders shall sell and deliver to WCI, and WCI shall purchase from the Shareholders, all of the Corporation’s Stock in exchange for the delivery by WCI to or for the account of the Shareholders, at the Closing, of the purchase price described in Section 1.2 (the “ Purchase Price ”).

1.2            Purchase Price .

(a)           The Purchase Price is:  two hundred three million three hundred and twenty-five thousand dollars ($203,325,000.00), (i) minus the Closing Date Debt, (ii) plus or minus, as the case may be, that amount by which the Effective Date Current Assets are greater

than (the “ Working Capital Surplus ”) or less than (the “ Working Capital Deficit ”) the Effective Date Current Liabilities, (iii) minus, to account for changes in the working capital of the Corporation between the Effective Date and the Closing Date, an amount equal to the aggregate payments made by the Corporation (A) to the Shareholders in the form of distributions or bonuses from the Effective Date through the Closing Date, and (B) on the obligations constituting the Closing Date Debt from the Effective Date through the Closing Date, (iv) plus or minus, as the case may be, an amount equal to the Net Profit or Net Loss of the Corporation for the period from the Effective Date through the Closing Date, plus (v) the EBITDA between the Closing Date and November 30, 2008, if WCI causes the Closing to occur prior to December 1, 2008 pursuant to Section 2.1.  The Shareholders shall provide good faith estimates of the amounts of each of the items referred to in clauses (i) through (v) of this Section 1.2(a), (y) prior to the Signing Date, as if the Closing were occurring as of such date, and (z) at least five (5) business days prior to the Closing Date, which estimates shall be subject to WCI’s review and confirmation as to their accuracy and completeness.  As used herein, the term “ Net Profit “ or “ Net Loss “ shall mean the net profit or net loss of the Corporation from the Effective Date through the Closing Date, calculated in accordance with WCI’s historical accounting practices, consistently applied.  The Purchase Price, based upon the estimates provided by the Shareholders pursuant to clause (z) of this Section 1.2(a), shall be paid to the Shareholders on the Closing Date, by wire transfer in immediately available funds, in the respective percentages set forth on Schedule 3.2.

(b)           Within one hundred twenty (120) days after the Closing Date (the “ True Up Date ”) and in any event within ten (10) business days after the True Up Calculations are completed, WCI shall determine and provide to the Shareholders’ Representative the actual amounts of each of the items referred to in clauses (i) through (v) of Section 1.2(a) (the “ True Up Calculations ”).  If the Shareholders’ Representative accepts the True Up Calculations, or if the Shareholders’ Representative fails to give notice to WCI of any objection within thirty (30) days after receipt of the True Up Calculations, the True Up Calculations shall be the final and binding calculation of the Purchase Price adjustments set forth in Section 1.2(c) (the “ Adjustments ”).  If the Shareholders’ Representative gives notice to WCI of an objection to the True Up Calculations within thirty (30) days after receipt of the True Up Calculations, WCI and the Shareholders’ Representative shall attempt in good faith to resolve their differences.  If WCI and the Shareholders’ Representative are able to resolve their differences, the True Up Calculations, as modified to reflect the resolution of the differences between WCI and the Shareholders’ Representative, shall be the final and binding calculation of the Purchase Price Adjustments.  If, however, WCI and the Shareholders’ Representative are unable to resolve their differences, WCI and the Shareholders’ Representative shall submit any disputed items to the Seattle or Tacoma office of Moss Adams LLP.  The determination of either such office of Moss Adams LLP shall be final and binding on WCI and the Shareholders, and the True Up Calculations, as modified to reflect (i) those differences, if any, that WCI and the Shareholders’ Representative were able to resolve, and (ii) the certified public accountant’s determination with regard to the remaining disputed items, shall be the final and binding resolution of the Purchase Price Adjustments.

(c)           The following Purchase Price Adjustments, as applicable, shall be made promptly after the True Up Calculations are finally determined pursuant to Section 1.2(b):

(i)           If the actual Closing Date Debt as determined by the True Up Calculations is less than the estimated Closing Date Debt, or the actual aggregate amount paid by the Corporation on the obligations constituting Closing Date Debt from the Effective Date through the Closing Date as determined by the True Up Calculations is less than the aggregate amount estimated, WCI shall promptly pay an amount equal to any such difference to the Shareholders.

(ii)           If the actual Closing Date Debt as determined by the True Up Calculations exceeds the estimated Closing Date Debt, or the actual aggregate amount paid by the Corporation on the obligations constituting Closing Date Debt from the Effective Date through the Closing Date as determined by the True Up Calculations exceeds the aggregate amount estimated, the Shareholders shall promptly pay an amount equal to any such excess to WCI.

(iii)           If there was an estimated Working Capital Deficit as determined on the Closing Date, and

(A)           if the actual Working Capital Deficit as determined by the True Up Calculations exceeds the estimated Working Capital Deficit as determined on the Closing Date, the Shareholders shall promptly pay to WCI an amount equal to the excess;

(B)           if the actual Working Capital Deficit as determined by the True Up Calculations is less than the estimated Working Capital Deficit as determined on the Closing Date, WCI shall promptly pay to the Shareholders an amount equal to the difference; or

(C)           if there is an actual Working Capital Surplus as determined by the True Up Calculations, WCI shall promptly pay to the Shareholders an amount equal to the sum of (x) the amount of the estimated Working Capital Deficit as determined on the Closing Date, and (y) the amount of the actual Working Capital Surplus as determined by the True Up Calculations.

(iv)           If there was an estimated Working Capital Surplus as determined on the Closing Date, and

(A)           if the actual Working Capital Surplus as determined by the True Up Calculations exceeds the estimated Working Capital Surplus as determined on the Closing Date, WCI shall promptly pay to the Shareholders an amount equal to the excess;

(B)           if the actual Working Capital Surplus as determined by the True Up Calculations is less than the estimated Working Capital Surplus as determined on the Closing Date, the Shareholders shall promptly pay to WCI an amount equal to the difference; or

(C)           if there is an actual Working Capital Deficit as determined by the True Up Calculations, the Shareholders shall promptly pay to WCI an amount equal to the sum of (x) the amount of the estimated Working Capital Surplus as determined on

the Closing Date, and (y) the amount of the actual Working Capital Deficit as determined by the True Up Calculations.

(v)           If the Corporation made distributions or paid bonuses to the Shareholders between the Effective Date and the Closing Date, and

(A)           if the actual amount of such distributions or bonuses as determined by the True Up Calculations is less than the estimated amount of such distributions or bonuses as determined on the Closing Date, WCI shall promptly pay to the Shareholders an amount equal to the difference, or

(B)           if the actual amount of such distributions or bonuses as determined by the True Up Calculations exceeds the estimated amount of such distributions or bonuses as determined on the Closing Date, the Shareholders shall promptly pay to WCI an amount equal to the excess.

(vi)           If the Corporation had a Net Profit, or if WCI elected to cause the Closing to occur before December 1, 2008 and there was any positive EBITDA, as determined on the Closing Date, and:

(A)           if the actual Net Profit or EBITDA for the applicable period as determined by the True Up Calculations exceeds the estimated Net Profit or EBITDA for such applicable period as determined on the Closing Date, WCI shall promptly pay to the Shareholders an amount equal to the excess;

(B)           if the actual Net Profit or EBITDA for the applicable period as determined by the True Up Calculations is less than the estimated Net Profit or EBITDA for such applicable period as determined on the Closing Date, the Shareholders shall promptly pay to WCI an amount equal to the difference; or

(C)           if there is an actual Net Loss as determined by the True Up Calculations, the Shareholders shall promptly pay to WCI an amount equal to the sum of (x) the amount of the estimated Net Profit as determined on the Closing Date, and (y) the amount of the actual Net Loss as determined by the True Up Calculations.

(vii)           If the Corporation had a Net Loss as determined on the Closing Date, and:

(A)           if the actual Net Loss as determined by the True Up Calculations exceeds the estimated Net Loss as determined on the Closing Date, the Shareholders shall promptly pay to WCI an amount equal to the excess;

(B)           if the actual Net Loss as determined by the True Up Calculations is less than the estimated Net Loss as determined on the Closing Date, WCI shall promptly pay to the Shareholders an amount equal to the difference; or

(C)           if there is an actual Net Profit as determined by the True Up Calculations, WCI shall promptly pay to the Shareholders an amount equal to the sum

of (x) the amount of the estimated Net Loss as determined on the Closing Date, and (y) the amount of the actual Net Profit as determined by the True Up Calculations.

(viii)                      When the Shareholders   have provided a copy of the Corporation’s short year tax returns, WCI shall pay an amount equal to the Unpaid Taxes that the Shareholders must pay with respect to such returns, if any, to the Shareholders.  If WCI disputes the amount of Taxes shown as due on such return, it shall pay any undisputed amount and may retain the balance in dispute from any payment due under this Section until such dispute is resolved in accordance with Section 1.2(b).  Upon receipt of the amount due under this Section 1.2(c)(viii), the Shareholders shall pay the final taxes due to the taxing authority and shall promptly provide evidence to WCI that all such Taxes have been paid.

Additional payments due between WCI and the Shareholders pursuant to this Section 1.2(c) may be netted against each other and the net amount due shall be paid by the party owing the same in immediately available funds by wire transfer within ten (10) days after the determination thereof.  Any amount owed by the Shareholders to WCI shall be payable by the Shareholders severally in proportion to the portion of the Purchase Price received by each of them.

1.3            Allocation of the Purchase Price .  The Purchase Price shall be allocated among the Restrictive Covenants and the assets of the Corporation as agreed by the parties and set forth on Schedule 1.3.  Any final adjustment to the Purchase Price pursuant to Section 1.2(c) shall be allocated to or deducted from the goodwill of the Corporation.  This allocation shall be binding on the parties for federal and state income tax purposes.  Notwithstanding the foregoing, WCI shall not be limited to the amount of the Purchase Price allocated to the Restrictive Covenants for Damages arising from breach of the Restrictive Covenants by the Shareholders or their Affiliates.

1.4            Excluded Assets .  Prior to the Closing, the assets of the Corporation listed on Schedule 1.4 (the “ Excluded Assets ”) shall be distributed or otherwise transferred by the Corporation to the Shareholders or other persons, and WCI shall acquire no interest in, liability for or claim to any of the Excluded Assets, or any Damages or Taxes associated with, related to or arising from or in connection with any Excluded Assets, the ownership, operation or use thereof, or the distribution or transfer thereof by or from the Corporation to the Shareholders or any other person (the “ Excluded Liabilities ”).

2.1            Closing .  Subject to Section 2.2, the closing of the transactions contemplated herein (the “ Closing ”) shall take place as promptly as practicable after the date on which the conditions set forth in Sections 6 and 7 are fulfilled or waived or on such other date as WCI and the Shareholders’ Representative   shall agree (the “ Closing Date ”).  Notwithstanding the foregoing, if the conditions set forth in Sections 6 and 7 are fulfilled or waived prior to December 1, 2008, the parties shall defer the Closing until December 1, 2008, unless WCI elects, in its sole discretion, to cause the Closing to occur on an earlier date, in which case the Closing shall occur on such earlier date, and WCI shall cause the Corporation to pay to the Shareholders, in the respective percentages set forth on Schedule 3.2, any earnings before interest, taxes, depreciation and amortization of the Corporation (“EBITDA”) from the Closing Date through

November 30, 2008.  WCI shall not take any action or omit to take any action with the intention of reducing the amount of EBITDA payable to the Shareholders under this Section 2.1.  The Closing shall take place at the Law Offices of Shartsis Friese LLP, One Maritime Plaza, Eighteenth Floor, San Francisco, California 94111, or at such other time or place as WCI and the Shareholders’ Representative shall agree.  At the Closing, WCI, the Corporation and the Shareholders shall deliver to each other the documents, instruments and other items described in Section 8 of this Agreement.  At the election of WCI and the Shareholders, the Closing of this transaction may take place through an exchange of consideration and documents using overnight courier service or facsimile.  For financial reporting purposes, the Closing shall be deemed effective as of 11:59 p.m. on the last day of the calendar month preceding the month in which the Closing occurs (the “ Effective Date ”), and the Shareholders shall be paid the Net Profit or shall bear the Net Loss, as applicable, for the period from the Effective Date through the Closing Date.

2.2            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 the Corporation or the Shareholders’ 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 Corporation or the Shareholders and if the Corporation and the Shareholders shall have used reasonable efforts to prevent the entry of such order; (ii) in the event WCI breaches a representation or warranty of WCI 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 thirty (30) days after notice of such breach is given by the Corporation or the Shareholders to WCI and (B) the Termination Date; or (iii) if WCI 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) thirty (30) days after written notice of such failure is given in writing to WCI by the Corporation or the Shareholders   and (B) the Termination Date.

(b)           By WCI (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 WCI and if WCI shall have used reasonable efforts to prevent the entry of such order; (ii) in the event, the Corporation or any Shareholder breaches a representation or warranty of the Corporation or the Shareholders, respectively, contained in this Agreement which has not been cured and is not capable of being cured prior to the earlier of (A) expiration of thirty (30) days after written notice of such breach is given by WCI to the Corporation and the Shareholders and (B) the Termination Date; (iii) if the Corporation or any Shareholder fails to perform in any material respect any of their respective covenants contained in this Agreement required to be performed by the Corporation or the Shareholders prior to the Closing and the Corporation or the Shareholders, as the case may be, do not cure such failure prior to the earlier of (A) thirty (30) days after written notice of such failure is given in writing to the Corporation or any   Shareholders by WCI, and

(B) the Termination Date; (iv) if WCI determines, on or before the date specified in Section 6.9, that the results of its due diligence review are not acceptable; or (v) pursuant to Section 5.9(b).

(c)           By WCI or the Shareholders’ Representative if the Closing hereunder shall not have taken place by December 29, 2008, or, by such later date as may be agreed in writing by WCI, the Corporation and the Shareholders’ Representative (the “ Termination Date ”); provided, however, that a party shall not have the right to terminate under this Section 2.2(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)           WCI, the Corporation and the Shareholders’ Representative   may terminate this Agreement by mutual consent.

(e)           This Agreement shall automatically terminate upon any termination of the Equity Purchase Agreement.

2.3            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, except as provided in Section 5.9(b), 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.  Notwithstanding the foregoing, the confidentiality obligations set forth in Sections 5.4 and 9.4 shall survive the termination of this Agreement for any reason.  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 Corporation and the Shareholders, jointly and severally, (a)   represent and warrant to WCI that each of the following representations and warranties is true and correct as of the date of this Agreement (the “ Signing Date ”) and will be true and correct as of the Closing Date with respect to the Shareholders and the Corporation, as the case may be, and (b) agree that such representations and warranties shall survive the Closing as provided in Section 10.4:

3.1            Organization, Standing and Qualification .  The Corporation is duly organized, validly existing and in good standing under the laws of the State of Washington.  The Corporation has full corporate power and authority to own and lease its properties and to carry on the Business as now conducted.  The Corporation is licensed to conduct business as a foreign corporation in the state of Oregon and is not required to be qualified or licensed to conduct business as a foreign corporation in any other jurisdiction.

3.2            Capitalization .  Schedule 3.2 sets forth the authorized and outstanding capital of the Corporation, the names, addresses, social security numbers or taxpayer identification numbers of the record and beneficial owners of all of the issued and outstanding capital stock of the Corporation, the number of shares so owned, the allocation of the Purchase Price among the Shareholders as agreed to among themselves, and wire transfer instructions for

each Shareholder relating to the bank account to which the applicable portion of the Purchase Price should be sent.  All of the issued and outstanding shares of the capital stock of the Corporation are owned of record and beneficially by the Shareholders, as set forth on Schedule 3.2, and are and as of the Closing will be free and clear of all liens, security interests, encumbrances, restrictions, pledges and claims of every kind, except as otherwise set forth on Schedule 3.2.  Each share of the capital stock of the Corporation is duly and validly authorized and issued, fully paid and nonassessable, and was not issued in violation of any preemptive rights of any past or present shareholder of the Corporation.  No option, warrant, call, conversion or other right or commitment of any kind (including any of the foregoing created in connection with any indebtedness of the Corporation) exists that obligates the Corporation to issue any of its authorized but unissued capital stock or other equity interest or that obligates the Shareholders to transfer any Corporation’s Stock to any person.  Except as otherwise set forth on Schedule 3.2, neither the Corporation nor any Shareholder is a party to any, and there exist no, voting trusts, stockholder agreements, pledge agreements, or other agreements relating to or restricting the transferability of any shares of the Corporation’s Stock or any equity interest in the Corporation.  The Corporation’s Stock has been issued in accordance with all applicable federal and state securities laws.  The Corporation’s Stock being acquired by WCI hereunder constitutes all of the outstanding capital stock of the Corporation.

3.3            Authority for Agreement .  The Corporation and the Shareholders 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 Corporation and the consummation of the transactions contemplated hereby by the Corporation have been duly authorized by the Corporation’s Board of Directors and all other corporate actions and proceedings required to be taken by or on behalf of the Corporation to enter into this Agreement and consummate the transactions contemplated hereby 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 the Corporation and the Shareholders and, subject to the due authorization, execution and delivery by WCI, constitute the legal, valid and binding obligations of the Corporation and the Shareholders enforceable against the Corporation and the Shareholders in accordance with their respective 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.

3.4            No Breach or Default .  Except as disclosed on Schedule 3.4, the execution and delivery by the Corporation and the Shareholders of this Agreement, and the consummation by the Shareholders of the transactions contemplated hereby, will not, after  the giving of notice or lapse of time or otherwise:

(a)           violate or result in the breach of any of the terms or conditions of, or constitute a default under, or allow for the acceleration or termination of, or in any manner release any party from any obligation under, or result in any lien, claim or encumbrance on the Corporation’s Stock or the assets of the Corporation under, any of the Material Contracts, Restrictive Agreements, Licenses and Permits or any mortgage, deed, lease, note, bond,

indenture, agreement, license or other instrument or obligation of any kind or nature to which the Corporation or any Shareholder is a party, or by which the Corporation or any Shareholder, or any of the Corporation’s or any Shareholder’s assets, is or may be bound or affected; or

(b)           violate any applicable Law, or any order, writ, injunction or decree of any court, administrative agency or governmental authority, or require the approval, consent or permission of any governmental or regulatory authority; or

(c)           violate the Articles of Incorporation or Bylaws of the Corporation.

3.5            Consents Required .  Except for any filings required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”) and any consents and approvals listed on Schedule 3.4 or 3.5 (all of which have been or will have been obtained prior to the Closing), none of the Delivered Documents nor the transactions contemplated by this Agreement requires notice to, or consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby.  Specifically, but without limitation, Schedule 3.5 lists the Washington Utilities and Transportation Commission and also sets forth the name of any governmental agency from whom the Corporation, the Shareholders or WCI must obtain consent (the “ Required Governmental Consents ”) in order to (i) execute this Agreement and consummate the transactions contemplated herein, and (ii) effect a direct or indirect transfer of any of the Material Contracts or Licenses and Permits required as a result of the consummation of the transactions contemplated by this Agreement.

3.6            Subsidiaries .  Schedule 3.6 lists all subsidiaries of the Corporation and all securities or other interest in any other business entity owned by the Corporation or any of the Corporation’s subsidiaries other than any that are Excluded Assets.  At the Closing, WCI shall obtain indirect beneficial ownership (through the Corporation) of each such subsidiary, security and interest.

3.7            Financial Statements .  Attached to Schedule 3.7 are copies of the annual financial statements (“ Annual Financial Statements ”) for the Corporation’s three (3) most recent fiscal years and interim financial statements (together with the Annual Financial Statements, the “ Financial Statements ”) for the Corporation for the period from the first day of the current fiscal year to June 30, 2008 (the “ Balance Sheet Date ”).  The Annual Financial Statements have been   reviewed by McGladrey & Pullen.  Except as set forth on Schedule 3.7, the Financial Statements are true and correct in all material respects and fairly present (a) the financial position of the Corporation as of the respective dates of the balance sheets included in said statements; and (b) the results of operations for the respective periods indicated.  The Financial Statements have been prepared in accordance with the Corporation’s historical accounting practices, applied consistently with prior periods, except that the interim financial statements dated as of the Balance Sheet Date do not reflect any normal year-end adjustment that could arise during an audit of such interim financial statements, the net effect of which adjustments, in the aggregate, will not exceed Two Hundred and Fifty Thousand Dollars ($250,000).  Except to the extent reflected or reserved against in the Corporation’s balance sheet as of the Balance Sheet Date or as disclosed on Schedule 3.8 or 3.22(a) and 3.22(b), the Corporation did not have as of the Balance Sheet Date, nor will the Corporation have as of the Closing Date, any liabilities of any nature, whether accrued, absolute, contingent or otherwise, including, without limitation, Tax

liabilities due or to become due, other than liabilities not exceeding Two Hundred and Fifty Thousand Dollars ($250,000) incurred in the ordinary course of business since the Signing Date.  

3.8            Litigation .  Schedule 3.8 lists all claims, suits and proceedings or governmental investigations, either administrative or judicial (“ Litigation ”), pending, or to the knowledge of the Corporation or any Shareholder, threatened against the Corporation, or any of the Corporation’s assets, operations or personnel (while acting as an agent of the Corporation).  Schedule 3.8 includes a summary description of each such Litigation listing:  (a) the name of each court, agency, bureau, board or body before which any such Litigation is pending; (b) the date such Litigation was instituted; (c) the parties to such Litigation; (d) a brief description of the factual basis alleged to underlie such Litigation including the date or dates of all known material occurrences; and (e) the amount claimed and other relief sought.  Except as set forth on Schedule 3.8, no Litigation is pending or, to the knowledge of the Corporation or the Shareholders, threatened involving the Corporation (or its officers, directors, employees or agents (while acting as an agent of the Corporation)), the Corporation’s Stock, or any of the assets, Business or operations of the Corporation.  

3.9            Accurate and Complete Records .  The corporate minute books, stock ledgers, financial records and other books, ledgers and records of the Corporation:

(a)           have been made available to WCI and its agents at the Corporation’s offices or at the offices of WCI’s attorneys or the Corporation’s attorneys; and

(b)           are accurate and complete, reflect all material corporate transactions required to be authorized by the Board of Directors and/or Shareholders of the Corporation and do not contain or reflect any material discrepancies.

3.10            Licenses and Permits .  To the knowledge of the Corporation or any Shareholder, the Corporation has all franchises, licenses and permits necessary for the Corporation to occupy each Facility, own its assets, and operate and conduct the Business as currently conducted by the Corporation, including without limitation all consents, authorizations, zoning, land use and environmental permits, variances or approvals relating to the operation of the Business, any of the Real Property or any Facility that are not Excluded Assets (the “ Licenses and Permits ”).  Schedule 3.10 is a complete and accurate list of all Licenses and Permits.  Schedule 3.5 sets forth the name of any governmental agency from whom the Corporation must obtain consent in order to effect a direct or indirect transfer of any of the Licenses and Permits required as a result of the consummation of the transactions contemplated by this Agreement.  No waivers or exemptions relating to any of the Licenses or Permits exist.  To the knowledge of the Corporation or any Shareholder, each employee of the Corporation has all Licenses and Permits required for each such employee to perform his or her designated duties for the Corporation (including valid drivers licenses), and, to the knowledge of the Corporation or any Shareholder, no waivers, exemptions or defaults relating thereto exist, nor do any grounds for revocation, suspension or limitation of any Licenses and Permits exist.

3.11            Assets, etc., Necessary to Business .  The Corporation possesses good, valid and marketable title to all properties and assets (real, personal and mixed, tangible and intangible) used or known to be necessary for the conduct of the Business as currently conducted

by the Corporation, free and clear of any lien, encumbrance or charge of any kind (including, without limitation, mortgages, security interests, leases, covenants, assessments, easements, options, rights of first refusal, restrictions, reservations, defects in title, encroachments and other encumbrances) except:  (a) liens for current taxes not yet due; (b) minor imperfections of title and encumbrances, if any, that are de minimis and do not materially impair the value or interfere with the present or continued use of such property or asset and (c) those identified on Schedules 3.11, 3.12 and 3.13 (the “ Permitted Liens ”).  All Material Contracts and Licenses and Permits have been duly obtained and are in full force and effect and no proceedings are pending or, to the knowledge of the Corporation or any Shareholder, threatened that may result in the revocation, cancellation, suspension, limitation or adverse modification of any of the same.  Neither the Corporation nor any Shareholder has any knowledge of any reason why all Material Contracts and Licenses and Permits will not remain in effect after consummation of the transactions contemplated hereby.

3.12            Fixed Assets .  

(a)           Schedule 3.12(a) lists individually or, for items of de minimis value, by category, substantially all of the fixed assets (other than real estate) owned or leased by the Corporation and used or known to be necessary in connection with the Business that are not Excluded Assets, including the Corporation’s depreciation records, and, to the extent in the Corporation’s possession, identification of each vehicle by description and serial number, identification of machinery, equipment and general description of parts, supplies and inventory (the “ Fixed Assets ”).  Also attached to Schedule 3.12(a) are, to the extent in the Corporation’s possession, copies of all motor vehicle titles and current registrations relating to the Fixed Assets.  Except as described on Schedule 3.12(a), all of the Fixed Assets used by the Corporation in the Business (a) are in operable condition given their age and use by the Corporation, ordinary wear and tear excepted; and (b) adequately perform the functions for which they are used by the Corporation.  To the extent the motor vehicles and rolling stock owned or leased by the Corporation are required to be licensed and/or registered in accordance with applicable Law, such motor vehicles and rolling stock are properly licensed and registered and, to the knowledge of the Corporation or any Shareholder, are in material compliance with all applicable Laws.  All leases of Fixed Assets are listed on and attached to Schedule 3.14 and are in full force and effect and binding on the parties thereto and neither the Corporation nor, to the knowledge of the Corporation or any Shareholder, any other party to such leases is in breach of any of the material provisions thereof.  Except as described on Schedule 3.14, no leases, options, rights of first refusal or any other agreements or arrangements, either oral or written, exist that create or confer on any person or entity the right to acquire any of the Fixed Assets or any portion thereof or create in or confer on any person or entity (other than the Corporation) any right, title or interest therein or in any portion thereof.

(b)           Schedule 1.4 is a true and complete list of all of the Excluded Assets.  Prior to the Closing Date, the Corporation shall have distributed or otherwise transferred the Excluded Assets to the Shareholders or other persons in accordance with applicable Law and as shall be reflected in minutes of meetings of the Board of Directors contained in the Corporation’s minute book.  All assets used or necessary in the ownership or operation of the Business that are not included on Schedule 1.4 as an Excluded Asset shall be deemed to be owned by the Corporation.  All Excluded Assets have been transferred by the Corporation to the

Shareholders “AS IS,” “WHERE IS” and “WITH ALL FAULTS”, with the implied warranties of merchantability, fitness for a particular purpose and any other warranties, express or implied, having been disclaimed.  The Shareholders agree that none of the Shareholders nor any successor, assign, executor or heir of any Shareholder shall have any claim against the Corporation, and hereby release the Corporation from, all liabilities, whether known or unknown, contingent or liquidated, in respect of or relating to the Excluded Assets prior to, from or after the Closing Date.  The Shareholders acknowledge that this paragraph is a material inducement to WCI entering into this Agreement.

3.13            Real Property .  Except for any parcel of real property that is an Excluded Asset, Schedule 3.13 lists each parcel of real property owned or being acquired by the Corporation between the Signing Date and the Closing Date (collectively, the “ Owned Property ”), leased by the Corporation (the “ Leased Property ”) or otherwise used by the Corporation in connection with the Business (the “ Other Property ” and, collectively with the Owned Property and the Leased Property, the “ Real Property ”).  

(a)           For each parcel of Real Property Schedule 3.13 lists the street address thereof (each, a “ Facility ”), and the status of such property as Owned Property, Leased Property or Other Property.  Schedule 3.13 also lists and, where applicable, includes copies of the following:

(i)           for each parcel of Owned Property, the legal description thereof and a current preliminary title report issued by the Title Company (as defined in Section 6.11), and, to the extent in the Corporation’s possession, (A) copies of all deeds, outstanding mortgages, deeds of trust and other encumbrances, (B) copies of any existing surveys, (C) copies of any existing title insurance policies or lawyer’s title opinions, and (D) copies of any other document or instrument affecting such property or title thereto, whether or not recorded;

(ii)           for each parcel of Leased Property, copies all leases affecting such property (each a “ Property Lease ”) or, if any such lease is oral, Schedule 3.13 contains a written summary of the principal terms of such lease; and

(iii)           for each parcel of Other Property, a description of the extent to which the Corporation utilizes such property including, without limitation, the manner of such use and the terms and conditions affecting such use, together with a copy of any documents affecting such property or the use thereof, whether or not recorded.

(b)           Except as otherwise set forth on Schedule 3.13:

(i)           To the knowledge of the Corporation or any Shareholder, no material physical, design or mechanical defects exist in or on any of the Real Property or any Facility.  To the knowledge of the Corporation or any Shareholder, none of the Real Property nor any Facility is in material violation of any zoning, public health, building code or other similar laws applicable thereto or to the ownership, occupancy and/or operation thereof, nor does there exist any waiver or exemption relating to any of the Real Property or any Facility with respect to any non-conforming use or other zoning or building code matters.  To the knowledge of the

Corporation or any Shareholder, there are no encroachments on the Real Property or any Facility and no encroachment of any improvements to each onto adjacent property other than as set forth in the preliminary title report issued by the Title Company for the applicable parcel of property.  To the knowledge of the Corporation or any Shareholder, none of the improvements to the Real Property violate setback, building or side lines, nor do they encroach on any easements located on the Real Property, and each Facility is in good and operable condition, ordinary wear and tear excepted, and in material compliance with all applicable Laws.

(ii)           Neither the Corporation nor any   Shareholder knows of any facts that would adversely affect the possession, use or occupancy of any of the Real Property or any Facility other than as set forth in the preliminary title report issued by the Title Company for the applicable parcel of property.  No portion of the Real Property nor any Facility is currently subject to condemnation proceedings, and, to the knowledge of the Corporation or any Shareholder, no condemnation or taking is threatened or contemplated.  To the knowledge of the Corporation or any Shareholder, no public improvements exist that may result in special assessments against or otherwise affect the Real Property or any Facility.

(iii)           To the knowledge of the Corporation or any Shareholder, the Corporation has all easements, rights, licenses, permits and approvals necessary to continue operation of the Business including those related to the Real Property and any Facility, copies of which, to the extent in the Corporation’s possession, are set forth on Schedule 3.10 or 3.13.

(iv)           To the knowledge of the Corporation or any Shareholder, all utilities serving the Real Property and each Facility are adequate to operate each in the manner it is currently operated and all utility lines, pipes, hook-ups and wires serving the Real Property and each Facility are located within recorded easements for the benefit of each, and any associated charges accrued to date have been fully paid.

(v)           All of the Property Leases are in full force and effect and binding on the parties thereto and neither the Corporation nor, to the knowledge of the Corporation or any Shareholder, any other party to any such lease is in breach of any of the material provisions thereof.  Except as set forth on Schedule 3.4 or 3.5, the transactions contemplated herein do not constitute an event of default under any Property Lease or require the consent of any landlord thereto.  To the knowledge of the Corporation or any Shareholder, the respective landlord’s interest in each Property Lease has not been assigned to any third party nor has any such interest been mortgaged, pledged or hypothecated and the Corporation has not assigned any portion of any Property Lease.  Except as set forth on Schedule 3.13, the Corporation has not sublet all or any part of the Leased Property or leased all or any part of the Owned Property.

3.14            Contracts.   Schedule 3.14 lists, and includes copies of, all material contracts and agreements, and written summaries of principal terms of all material oral agreements, to which the Corporation is a party or by which it or any of its property or the Corporation’s Stock is bound (other than those items included on Schedule 3.22(a)) that are not Excluded Assets, including, but not limited to, (a) franchises and service agreements pursuant to which the Corporation is authorized to collect and haul industrial, commercial and residential solid waste, (b) leases not included on any other Schedule, (c) joint venture or partnership

agreements, (d) indemnification agreements, guarantees, suretyships or obligations to assure or incur any obligation of a third party, (e) contracts with any labor organizations, (f) employment agreements, promissory notes, loan agreements, bonds, mortgages, deeds of trust, liens, pledges, conditional sales contracts or other debt or security agreements, (g) Restrictive Agreements and, (h) any other agreements, contracts or commitment that involves or could result in aggregate payments to or by the Corporation of Two Hundred and Fifty Thousand Dollars ($250,000) or more or that is not cancelable by the Corporation without penalty within sixty (60) days   (“ Material Contracts ”).  Except as disclosed on Schedule 3.14, all contracts and agreements included on Schedule 3.14 are in full force and effect and binding on the parties thereto and no proceedings are pending or, to the knowledge of the Corporation or the Shareholders, threatened that may result in the revocation, cancellation, suspension or adverse modification of the same.  Except as described on Schedule 3.14, neither the Corporation nor, to the Corporation’s or any Shareholder’s knowledge, any other party to such contracts and agreements is in breach thereof, and none of the parties has threatened to breach any of the material provisions thereof or notified the Corporation or any   Shareholder of a default thereunder, or exercised any options thereunder.  Except as disclosed on Schedule 3.14, none of the Material Contracts has been modified, amended, assigned or transferred and each is in full force and effect and is valid, binding and enforceable in accordance with its 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.   Except as set forth on Schedule 3.14, all agreements or contracts made by the Corporation or any Shareholder for any improvements to a Facility or the Real Property have been fully paid and there are no mechanic’s or materialmen’s liens arising from any labor or material furnished to such Facility or Real Property.  To the knowledge of the Corporation or any Shareholder, none of the Material Contracts is subject to any counterclaims or offsets nor to any security interest, lien, encumbrance or claim of others created or suffered to exist on any interest created under any of the Material Contracts (except for those that result from or relate to leased assets).  No purchase commitment by the Corporation exceeds the Corporation’s ordinary business requirements.  The term “ Restrictive Agreements “ mean any non-competition, non-solicitation or similar agreements or any agreement that contains a non-competition, non-solicitation or similar provision related to the Business, regardless of whether such agreements restrict or benefit the Corporation or the Business.  

3.15            Insurance .  Schedule 3.15 is a complete list, and includes copies, of all insurance policies currently in effect, or with respect to “occurrence” policies, that were in effect, that relate to operation of the Business, cover the Real Property or any other property used by the Corporation.  Schedule 3.15 summarizes the following information for each such policy:  the name of the insurer, the type of risks insured, the deductible and limits of coverage and the annual premium.  Also attached to Schedule 3.15 (but only to the extent not included in Schedule 3.8) is (a) a list of pending insurance claims relating to the Corporation and the Business, and a four-year claims history relating to the Corporation and the Business prepared by the applicable insurance carrier(s), including a list of all insurance loss runs for worker’s compensation claims received in the last four (4) policy years; and (b) the Corporation’s National Council on Compensation Insurance (NCCI) Workers Compensation Experience Rating for the last four (4) policy years.  During the last five (5) years, no material insurance coverage of the Corporation has lapsed.  To the knowledge of the Corporation and any Shareholder, the Corporation is not in default or breach with respect to any provision contained in any such

 insurance policies, nor has the Corporation failed to give any notice or to present any claim thereunder in due and timely fashion.

3.16            Personnel .  

(a)           Schedule 3.16(a) lists all officers, directors and employees (by type or classification) of the Corporation and their respective rates of compensation, including all employment agreements with non-union officers, directors and employees and, to the extent available from the Corporation’s payroll system with respect to any officers, directors and employees, (i) their hourly or monthly base compensation and (ii) any bonuses to which they are entitled.  Schedule 3.16(a) also lists, to the extent in the Corporation’s possession, the driver’s license number for each driver of the Corporation’s motor vehicles.  Except as disclosed on Schedule 3.16(a), all written or oral employment contracts with employees of the Corporation are terminable “at will” without payment of severance or other benefits (including, without limitation, stock options or other rights to obtain equity in the Corporation).

(b)           Schedule 3.16(b) lists   for each employee (including any employees who are officers or directors), to the extent available from the Corporation’s payroll system, the following information for the period from January 1 ^st of the current year through the end of the last pay period prior to the Closing:  (i) gross earnings; (ii) federal income taxes withheld; (iii) state income taxes withheld; (iv) state unemployment and disability taxes withheld; (v) federal unemployment taxes withheld; (vi) FICA taxes withheld; and (vii) 401(k) contributions withheld.  Schedule 3.16(b) also includes a copy of the Corporation’s most recent payroll tax return.

(c)           Except as set forth on Schedule 3.16(b), there are no pending federal, state or common law claims filed against the Corporation or any of its employees based on sex, sexual or other harassment, employment, age, occupational health and safety, disability, or race or other discrimination, including claims of wrongful termination, by any employees of the Corporation or by any of the individuals performing work for the Corporation but engaged through an outside employment agency, if any, and there are no facts or circumstances known to the Corporation or any Shareholders that could reasonably be expected to give rise to such complaint or claim.  To the knowledge of the Corporation or any Shareholder, the Corporation (i) is in compliance in all material respects with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to its employees and independent contractors; (ii) has not received any notice of any claim that it has not complied in any material respect with any Law relating to employment, including any provisions thereof relating to wages, hours, collective bargaining, the payment of social security and similar taxes, equal employment opportunity, employment discrimination, the Worker Adjustment and Retraining Notification Act (the “ WARN Act ”) and employee safety; and (iii) has not received any notice of any claim that it is liable for any arrearages of wages or any Taxes or penalties for failure to comply with any of the foregoing that it has not paid or resolved so that the Corporation has no obligation for such matters that is not reflected on or reserved against on the Financial Statements.

(d)           To the knowledge of the Corporation or any Shareholder, the Corporation (i) is not liable for any arrears of wages or any penalty for failure to comply with

any employment Law; and, (ii) except for contributions or premiums that have accrued but are not yet late or delinquent under the terms of any applicable union contracts, any Plans or Multiemployer Plans, or any applicable Law, is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for employees, other than the routine benefit payments to be made in the normal course of business and consistent with past practice.

3.17            Benefit Plans and Union Contracts .

(a)            Benefit Plans .

(i)           Schedule 3.17(a) lists each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control or termination pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by the Corporation, or by any trade or business, whether or not incorporated (an “ ERISA Affiliate ”), that together with the Corporation would be deemed a “single employer” within the meaning of Section 400l(b)(l) of the Employment Retirement Income Security Act of 1974, as amended (“ ERISA ”), or treated as a single employer under Section 414(b), (c) or (m) of the Internal Revenue Code of 1986, as amended (the “ Code ”), for the benefit of any current or former employee, independent contractor or director of the Corporation or any ERISA Affiliate (the “ Plans ”).  Schedule 3.17(a) identifies each of the Plans that is an “employee welfare benefit plan,” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2) of ERISA (the “ ERISA Plans ”).  Except for amendments that are required for the Plans to meet the requirements of applicable Law, tax-qualified status under Section 401(a) of the Code, or regulatory guidance, neither the Corporation nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any current or former employee, independent contractor or director of the Corporation or any ERISA Affiliate.  For the purposes of this Agreement, Plans and ERISA Plans do not include any Multiemployer Plans (as defined in ERISA section 4001(a)(3)) to which the Corporation or any ERISA Affiliate may contribute or have an obligation to contribute now or in the past (“ Multiemployer Plans ”.  The Corporation has made or, prior to the Closing Date will make, or will reserve against on the Financial Statements for, all contributions that the Corporation is required to make to Multiemployer Plans for the period prior to the Closing Date.

(ii)           With respect to each of the Plans, Schedule 3.17(a) includes true and complete copies of each of the following documents, as applicable:

(A)           a copy of the Plan documents (including all amendments thereto) for each written Plan or a written description of any Plan that is not otherwise in writing;

(B)           a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA or the Code, with respect to each Plan for

the last three (3) Plan years ending prior to the date of this Agreement for which such a report was filed;

(C)           a copy of the actuarial report, if required under ERISA, with respect to each ERISA Plan for the last three (3) Plan years ending prior to the date of this Agreement for which a report was required;

(D)           a copy of the most recent Summary Plan Description (“ SPD ”), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan, and all other material employee communications relating to each ERISA Plan;

(E)           if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any;

(F)           all contracts relating to the Plans, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and

(G)           the most recent determination letter, or opinion, notification or advisory letter, issued by the Internal Revenue Service (“ IRS ”) with respect to each Plan that is intended to be qualified under Section 401(a) of the Code.

(iii)           Except as set forth on Schedule 3.17(a), neither the Corporation nor any ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to any ERISA Plan or Multiemployer Plan that has not been satisfied in full, and, to the knowledge of the Corporation or any Shareholder, no condition exists that presents a material risk to the Corporation or any ERISA Affiliate of incurring any liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation (“ PBGC ”), which payments have been or will be made when due.  To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to the ERISA Plans and Multiemployer Plans, but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the Corporation or any current or former ERISA Affiliate made, or was required to make, contributions during any prior year.

(iv)           The Corporation has not received written notice that the PBGC has instituted proceedings pursuant to Section 4042 of ERISA to terminate any of the ERISA Plans subject to Title IV of ERISA, and, to the knowledge of the Corporation or any Shareholder, no condition exists that presents a material risk that such proceedings will be instituted by the PBGC.

(v)           To the knowledge of the Corporation or any Shareholder, none of the Corporation, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor to the Corporation’s or any Shareholder’s knowledge, any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection therewith which the Corporation or any ERISA Affiliate could be subject to any

material liability for either a civil penalty assessed pursuant to Section 409, 502(i) or 502(l) of ERISA, or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code.

(vi)           All contributions and premiums that the Corporation and each ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Section 412 of the Code, have, to the extent due, been paid in full or properly recorded on the financial statements or records of the Corporation, and, to the knowledge of the Corporation or any Shareholder, none of the ERISA Plans or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each of the ERISA Plans ended prior to the date of this Agreement.  No lien has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA on the assets of the Corporation or any ERISA Affiliate, and, to the knowledge of the Corporation or any Shareholder, no event or circumstance has occurred that is reasonably likely to result in the imposition of any such lien on any such assets on account of any ERISA Plan.

(vii)           With respect to any Multiemployer Plan (A) neither the Corporation nor any ERISA Affiliate has, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA and the execution of this Agreement and the Closing will not result in any complete or partial withdrawal from any Multiemployer Plan, (B) no event has occurred that presents a material risk of a complete or partial withdrawal, (C) neither the Corporation nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, (D) no circumstances exist that present a material risk that any such Multiemployer Plan will go into reorganization, and (E) the aggregate withdrawal liability of the Corporation and the ERISA Affiliates, computed as if a complete withdrawal by the Corporation and all of its ERISA Affiliates had occurred under each such Multiemployer Plan on the date hereof, would be zero (0).

(viii)                      To the knowledge of the Corporation or any Shareholder, each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable Laws, including but not limited to ERISA and the Code.

(ix)           Each Plan that is intended to be qualified under Code Section 401(a) has received a determination letter or has properly relied on an opinion, notification or advisory letter from the IRS and has been timely amended as required to maintain its tax qualified status since the date of the most recent determination letter or opinion, notification or advisory letter.  To the knowledge of the Corporation or any Shareholder, each such Plan has been operated in material compliance with all applicable provisions of the Code and regulations.

(x)           Any fund established under an ERISA Plan that is intended to satisfy the requirements of Section 501(c)(9) of the Code has satisfied such requirements.

(xi)           No Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Corporation or any ERISA Affiliate after retirement or other termination of service (other

than (A) benefits provided in Material Contracts with employees or independent contractors, (B) coverage mandated by applicable Law, (C) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (D) deferred compensation benefits accrued as liabilities on the books of the Corporation or an ERISA Affiliate, or (D) benefits, the full direct cost of which is borne by the current or former employee (or beneficiary thereof)).

(xii)           Except as set forth in Schedule 3.17(a), the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (a) entitle any current or former employee, officer or director of the Corporation or any ERISA Affiliate to severance pay, unemployment compensation or any other similar termination payment, or (b) accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such employee, officer or director.

(xiii)                      There are no pending or, to the Corporation’s or any Shareholder’s knowledge, threatened or anticipated claims by or on behalf of any Plan, by any current or former employee or beneficiary under any such Plan or otherwise involving any such Plan (other than routine claims for benefit).

(xiv)                      All required notices, statements, reports and descriptions (including Form 5500 annual reports, summary annual reports, summary plan descriptions, and amendments thereof) have been timely filed and distributed as required by ERISA and the Code to each employee, participant or beneficiary entitled thereto for each Plan.  All such filings, as amended, were complete and accurate in all material respects as of the dates of such filings.

(xv)           All contributions due to any Multiemployer Plan have been timely paid and there are no pending or, to the Corporation’s or any Shareholder’s knowledge, threatened or anticipated claims against the Corporation or any ERISA Affiliate by or on behalf of any Multiemployer Plan.

(xvi)                      All contributions or other amounts withheld from any employee’s pay for deposit to a 401(k) plan or for payment of any health or insurance premiums or for any other purpose with respect to a Plan have been timely deposited or transmitted to an insurance company in accordance with ERISA and applicable Department of Labor regulations and written guidance.

(xvii)                      No action, whether formal or informal, is necessary or has been taken within the last five (5) years by the Corporation or any ERISA Affiliate under any voluntary compliance programs sponsored by the Internal Revenue Service or the Department of Labor to correct any failure to comply with applicable tax Code qualification rules or with ERISA or applicable DOL regulations with respect to any Plan.

(b)            Union Contracts .  Except as set forth on Schedule 3.17(b), no union contracts or agreements between the Corporation and any collective bargaining group are currently in effect, nor have any such contracts ever been in effect.  To the knowledge of the Corporation or any Shareholder, the Corporation is and has been in compliance in all material respects with all applicable Laws respecting nondiscrimination in employment and is not

engaged in any unfair labor practice.  Except as set forth on Schedule 3.17(b), no charge is pending nor, to the Corporation’s or any Shareholder’s knowledge, threatened, against the Corporation before any court or agency alleging unlawful discrimination in employment practices and no charge of or proceeding with regard to any unfair labor practice against it is pending before the National Labor Relations Board or any other tribunal.  No labor strike, dispute, slow down or stoppage currently exists or, to the knowledge of the Corporation or any Shareholder, is threatened against the Corporation.  Schedule 3.17(b) contains a list of all arbitration or grievance proceedings that have occurred since the Balance Sheet Date.  The Corporation has not experienced any labor strike, slow-down, work stoppage, labor difficulty or other job action during the last five (5) years.

(c)            Parachute Payments .  No payment made to any employee, officer, director or independent contractor of the Corporation (the “ Recipient ”) pursuant to any employment contract, severance agreement or other arrangement (the “ Golden Parachute Payment ”) will be nondeductible by the Corporation because of the application of Sections 280G and 4999 of the Code to the Golden Parachute Payment, nor will the Corporation be required to compensate any Recipient because of the imposition of an excise tax (including any interest or penalties related thereto) on the Recipient by reason of Sections 280G and 4999 of the Code.

3.18            Taxes .

(a)            Definition of Taxes .  For the purposes of this Agreement, “ Tax “ or “ Taxes “ refers (i) to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based on or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, fuel, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts, (ii) any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for Taxes of a predecessor entity, and (iii) any liability for amounts described in clause (i) of this section as a result of being a member of an affiliated, consolidated, combined or unitary group.

(b)            Tax Returns and Audits .

(i)           The Corporation has timely filed all federal, state, local and foreign returns, estimates, forms, information statements and reports (“ Returns ”) relating to Taxes required to be filed by the Corporation with any Tax authority for all fiscal periods for which returns are due prior to the Closing Date.  Except as set forth on Schedule 3.18, the Corporation has duly paid all Taxes and other related charges reflected on each of such Returns that are required to be paid by the Corporation prior to the Signing Date (to the extent this representation applies to such period) or the Closing Date (to the extent this representation applies to such period).  Copies of all Returns for the five (5) most recent years ending prior to the date of this Agreement, and the Corporation’s latest property tax statements, are included on Schedule 3.18.

(ii)           The Corporation has withheld or paid, with respect to its employees, all federal and state income Taxes, Taxes pursuant to the Federal Insurance

Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld.

(iii)           Except as set forth on Schedule 3.18 , the Corporation has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, assessed or, to the knowledge of the Corporation or any Shareholder, proposed against the Corporation.  The Corporation has not executed any unexpired waiver of any statute of limitations on or extension of any period for the assessment or collection of any Tax.

(iv)           No audit or other examination of any Return of the Corporation by any Tax authority is presently in progress, nor has the Corporation been notified in writing of any request for such an audit or other examination.

(v)           No adjustment relating to any Returns filed or required to be filed by the Corporation has been proposed in writing by any Tax authority to the Corporation or any representative thereof.

(vi)           The Corporation does not have any liability for any unpaid Taxes (whether or not shown to be due on any Return) which has not been accrued for or reserved on the Corporation’s balance sheet as of the Balance Sheet Date in accordance with the Corporation’s historical accounting practices, whether asserted or unasserted, contingent or otherwise, which is material to the Corporation.  There are no liens with respect to Taxes on any of the assets of the Corporation, other than liens which are not individually or in the aggregate material, or customary liens for current Taxes not yet due and payable.

(vii)           The Corporation has not filed any consent agreement under former Section 341(f) of the Code or agreed to have former Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in former Section 341(f)(4) of the Code) owned by the Corporation.

(viii)                      The Corporation (A) has never been a member of a consolidated group other than a consolidated group of which the Corporation is the parent corporation and (B) is not party to or has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement (other than such agreements existing as of the date hereof between current members of the Corporation’s affiliated group).

(ix)           To the knowledge of the Corporation or any Shareholder, none of the Corporation’s assets are tax-exempt use property within the meaning of Section 168(h) of the Code.

(x)           The Corporation has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (A) in the three (3) years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with this Agreement.

(xi)           The Corporation is in full compliance with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement or order of a territorial or foreign government and the consummation of this Agreement will not have any material adverse effect on the continued validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement or order.

(xii)           The Corporation has not with respect to any open taxable period applied for and been granted permission to adopt a change in its method of accounting requiring adjustments under Section 481 of the Code or comparable state or foreign law.

(xiii)                      Except as set forth on Schedule 3.18 , the Corporation is not a partner or owner in any entity classified as a partnership for federal income tax purposes.

(xiv)                      The Corporation has not made an election under Regulations Section 301.7701-3 with respect to any entity.

(xv)           No stock options, stock appreciation rights or other equity based awards issued or granted by the Corporation are not in material compliance with Code Section 409A.  Each “nonqualified deferred compensation plan” (as such term is defined in Code Section 409A and the guidance thereunder) under which the Corporation makes or is obligated to make payments is in good faith operational compliance with the requirements of Code Section 409A and the guidance thereunder.  No payment to be made by the Corporation is or will be subject to penalties of Code Section 409A.

3.19            Copies Complete; Required Consents .  Except as disclosed on Schedule 3.19, the certified copies of the Articles of Incorporation and Bylaws of the Corporation, as amended, and the copies of all Material Contracts, Licenses and Permits and all other leases, instruments, agreements, licenses, permits, certificates, site assessments or other documents that have been delivered or made available to WCI in connection with the transactions contemplated hereby (the “ Delivered Documents ”) are complete and accurate and are true and correct copies of the originals thereof.

3.20            Customers, Billings, Current Receipts and Receivables .  Except to the extent of the allowance for bad debts reflected on the Financial Statements or otherwise disclosed on Schedule 3.20, the Corporation’s accounts and notes receivable are fully collectible in the amounts shown on Schedule 3.20.  The billing and information system of the Corporation contains a list of the Corporation’s customers as of the Closing Date, including customer names, addresses and billing rates.  Schedule 3.20 is a current, accurate and complete list of, and includes:

(a)           a materially accurate and complete aging of all accounts and notes receivable from customers as of the last day of the month preceding the Signing Date   showing amounts due in 30-day aging categories; and

(b)           the average monthly revenues of the Corporation derived from billings to its customers for each of the twelve (12) months preceding the Signing Date.  Except as set forth on Schedule 3.20, neither the Corporation nor any Shareholder has any knowledge of any reason why the Corporation’s average monthly revenues derived from billings to its

customers after the Closing Date should not continue during the twelve (12) months following the Closing Date at approximately the same rate as before the Closing Date.

3.21            No Change .  Except as set forth on Schedule 3.21, since the Balance Sheet Date, the Business has been conducted only in the ordinary course and there has been no change in the condition (financial or otherwise) of the assets, liabilities or operations of the Corporation other than changes in the ordinary course of business, none of which either singly or in the aggregate has been materially adverse.  Specifically, and without limiting the generality of the foregoing, except as set forth on Schedules 1.4 and 3.21, with respect to the Corporation, since the Balance Sheet Date there has not been:

(a)           any material change in its financial condition, assets, liabilities (contingent or otherwise), income, operations or business which would have a material adverse effect on the financial condition, assets, liabilities (contingent or otherwise), income, operations of the Corporation or the Business, taken as a whole;

(b)           any material damage, destruction or loss (whether or not covered by insurance) adversely affecting any material portion of its properties or Business;

(c)           any change in or agreement to change (i) its shareholders; (ii) ownership of its authorized capital or outstanding securities, or (iii) its securities;

(d)           any declaration or payment of, or any agreement to declare or pay, any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock;

(e)           any increase or bonus or promised increase or bonus in the compensation payable or to become payable by it, in excess of usual and customary practices, to any of its directors, officers, employees or agents, or any accrual or arrangement for or paym