ex99-1.htm


    
      

    

    Exhibit 4.1

     

    
       

      INCREASE
IN COMMITMENT

       

       

      Dated as
of June 9, 2008

       

      Reference
is hereby made to the Revolving Credit Agreement, dated as of September 27, 2007
(as amended and in effect from time to time, the “Credit Agreement”),
by and among (a) Waste Connections, Inc., a Delaware corporation (the “Parent”), each
Subsidiary of the Parent party thereto (the “Subsidiaries” and,
together with the Parent, the “Borrowers”), (b) each
of the banks and other lending institutions from time to time party thereto
(each a “Lender” and,
collectively, the “Lenders”), (c) Bank
of America, N.A., as administrative agent (the “Administrative
Agent”) for the Lenders, and (d) J.P. Morgan Securities, Inc. and
Deutsche Bank Securities, Inc., as Co-Syndication Agents for the Lenders.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.

       

      Pursuant
to § 2.11 of the Credit Agreement, the Borrowers, the Administrative Agent and
each of the Lenders set forth on Exhibit A hereto
(each, an “Increasing
Lender”) hereby agree as follows:

       

      1.           Subject
to the terms and conditions of this Increase in Commitment (this “Increase Agreement”),
each Increasing Lender hereby agrees to assume, without recourse to the other
Lenders or the Administrative Agent, on the Effective Date (as defined below),
the increase in its Commitment set forth opposite such Increasing Lender on
Exhibit A
hereto in accordance with the terms and conditions set forth in the Credit
Agreement. Upon such assumptions, the Total Revolving Credit Commitment shall be
automatically increased by the aggregate amount of such assumptions. Each Increasing Lender
hereby agrees to continue to be bound by, and hereby requests the agreement of
the Borrowers and the Administrative Agent that such Increasing Lender shall
continue to be entitled to the benefits of all of the terms, conditions and
provisions of the Credit Agreement.

       

      2.           Each
Increasing Lender (a) represents and warrants that (i) it is duly and legally
authorized to enter into this Increase Agreement, (ii) the execution, delivery
and performance of this Increase Agreement does not conflict with any provision
of law or of the charter, by-laws, or other similar constitutive documents of
such Increasing Lender, or of any agreement binding on such Increasing Lender,
(iii) all acts, conditions and things required to be done and performed and to
have occurred prior to the execution, delivery and performance of this Increase
Agreement, and to render the same the legal, valid and binding obligation of
such Increasing Lender, enforceable against it in accordance with its terms,
have been done and performed and have occurred in due and strict compliance with
all applicable laws; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to §§ 5.4 and 6.4 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Increase Agreement; (c) agrees that it will,
independently and without reliance upon the other Lenders or the Administrative
Agent and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (d) agrees that it will continue to perform
in accordance with their terms all of the obligations under the Credit Agreement
that are required to be performed by it as a Lender; and (e) acknowledges that
it has made arrangements with the Administrative Agent satisfactory to such
Increasing Lender with respect to its pro rata share of Letter of Credit Fees in
respect of outstanding Letters of Credit.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.           Each
Increasing Lender hereby requests that the Borrowers issue a new Revolving
Credit Note payable to the order of such Increasing Lender in the principal
amount of its total Commitment set forth on Schedule 1 annexed
hereto. To the extent applicable, such Increasing Lender agrees to deliver to
the Borrowers, as soon as reasonably practicable after the Effective Date (as
defined below), the prior Revolving Credit Note held by it prior to the issuance
of the new Revolving Credit Note, marked “Cancelled”.

       

      4.           The
effective date for this Increase Agreement shall be June 9, 2008 (the “Effective Date”).
Following the execution of this Increase Agreement by the Borrowers and each
Increasing Lender, it will be delivered to the Administrative Agent for
acceptance.  Upon acceptance by the Administrative Agent, Schedule 1 to the
Credit Agreement shall thereupon be replaced as of the Effective Date by the
Schedule 1
annexed hereto. The Administrative Agent shall thereafter notify the other
Lenders of the revised Schedule
1.

       

      5.           Upon
such acceptance, from and after the Effective Date, the Borrowers shall make all
payments in respect of the Commitment of each Increasing Lender (including
payments of principal, interest, fees and other amounts) to the Administrative
Agent for the account of such Increasing Lender.

       

      6.           THIS INCREASE AGREEMENT SHALL FOR ALL
PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK (WITHOUT REFERENCE TO CONFLICTS OF LAW).

       

      7.           This
Increase Agreement may be executed in any number of counterparts which shall
together constitute but one and the same agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, intending
to be legally bound, each of the undersigned has caused this Increase Agreement
to be executed on its behalf by its officer thereunto duly authorized, to take
effect as of the date first above written.

       

      
        	 
      	BANK OF AMERICA,
      N.A.,	 
      
	 
      	as
      Increasing Lender	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 	 	 	 
	 	 	 	 
	 
      	JPMORGAN CHASE BANK,
      N.A.,	 
      
	 
      	as
      Increasing Lender	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      


      

       

      [Signatures
continue on following page]

       

       

       

       

      
        
          Signature
Page to Increase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	
                BANK
      OF AMERICA, N.A.,

              	 
      
	
                as
      Administrative Agent

              	 
      
	 	 	 
	 	 	 
	
                By:

              	 	 
      
	
                Name:

              	 	 
      
	
                Title:

              	 	 
      


      

       

       

      [Signatures
continue on following page]

       

      
        
          Signature
Page to Increase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      THE
BORROWERS:

       

      WASTE
CONNECTIONS, INC.ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.

      AMERICAN
DISPOSAL COMPANY, INC.

      AMERICAN
SANITARY SERVICE, INC.AMERICAN WEST LEASING, INC.

      BITUMINOUS
RESOURCES, INC.

      BROADACRE
LANDFILL, INC.

      BUTLER
COUNTY LANDFILL, INC.

      CAMINO
REAL ENVIRONMENTAL CENTER, INC.

      COLD
CANYON LAND FILL, INC.

      COMMUNITY
REFUSE DISPOSAL INC.

      CONTRACTORS
WASTE SERVICES, INC.

      CORRAL
DE PIEDRA LAND COMPANY

      CURRY
TRANSFER & RECYCLING, INC.

      D.
M. DISPOSAL CO., INC.

      DENVER
REGIONAL LANDFILL, INC.

      ELKO
SANITATION COMPANY

      EMPIRE
DISPOSAL, INC.

      EVERGREEN
DISPOSAL, INC.

      ENVIRONMENTAL
TRUST COMPANY

      FINNEY
COUNTY LANDFILL, INC.

      FRANK’S
SERVICE, INC.

      G
& P DEVELOPMENT, INC.

      HIGH
DESERT SOLID WASTE FACILITY, INC.

      (F/K/A RHINO SOLID WASTE,
INC.)

      ISLAND
DISPOSAL, INC.

      J
BAR J LAND, INC.

      KELLY’S
HAUL AWAY, INC.

      LAKESHORE
DISPOSAL, INC.

      LEALCO,
INC.

      LES’
COUNTY SANITARY, INC.

      MADERA
DISPOSAL SYSTEMS, INC.

      MAMMOTH
DISPOSAL COMPANY

      


      


      
        	
                By:

              	 
      	 
      
	 
      	
                Name:  Worthing
      F. Jackman

              	 
      
	 
      	
                Title:    Chief
      Financial Officer

              	 
      


      

       

      
        
          Signature
Page to Increase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      THE BORROWERS:

       

      MANAGEMENT
ENVIRONMENTAL NATIONAL, INC.

      MASON
COUNTY GARBAGE CO., INC.

      MDSI
OF LA, INC.

      MILLENNIUM
WASTE INCORPORATED

      MISSION
COUNTRY DISPOSAL

      MORRO
BAY GARBAGE SERVICE

      MURREY’S
DISPOSAL COMPANY, INC.

      NEBRASKA
ECOLOGY SYSTEMS, INC.

      NOBLES
COUNTY LANDFILL, INC.

      NORTHERN
PLAINS DISPOSAL, INC.

      NORTHWEST
CONTAINER SERVICES, INC.

      OKLAHOMA
CITY WASTE DISPOSAL, INC.

      OKLAHOMA
LANDFILL HOLDINGS, INC.

      OSAGE
LANDFILL, INC.

      PSI
ENVIRONMENTAL SERVICES, INC.

      PSI
ENVIRONMENTAL SYSTEMS, INC.PUEBLO SANITATION, INC.

      R.A.
BROWNRIGG INVESTMENTS, INC.

      RED
CARPET LANDFILL, INC.

      RH
FINANCIAL CORPORATION

      RURAL
WASTE MANAGEMENT, INC.

      SAN
LUIS GARBAGE COMPANY

      SCOTT
SOLID WASTE DISPOSAL COMPANY

      SEDALIA
LAND COMPANY

      SOUTH
COUNTY SANITARY SERVICE, INC.

      SOUTHERN
PLAINS DISPOSAL, INC.

      TACOMA
RECYCLING COMPANY, INC.

      TENNESSEE
WASTE MOVERS, INC.

      WASCO
COUNTY LANDFILL, INC.

      WASTE
CONNECTIONS MANAGEMENT SERVICES, INC.

      WASTE
CONNECTIONS OF ALABAMA, INC.

      WASTE
CONNECTIONS OF ARIZONA, INC.

      WASTE
CONNECTIONS OF ARKANSAS, INC.

      WASTE
CONNECTIONS OF CALIFORNIA, INC.

      (F/K/A
AMADOR DISPOSAL SERVICE, INC.)

      WASTE
CONNECTIONS OF COLORADO, INC.

      WASTE
CONNECTIONS OF GEORGIA, INC. (F/K/A WCI OF GEORGIA, INC.)

       

      
 

      
        	
                By:

              	 
      	 
      
	 
      	
                Name:  Worthing
      F. Jackman

              	 
      
	 
      	
                Title:    Chief
      Financial Officer

              	 
      


      

       

      
        
          Signature
Page to Increase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THE BORROWERS:

       

      WASTE
CONNECTIONS OF IDAHO, INC.

      (F/K/A
MOUNTAIN JACK ENVIRONMENTAL SERVICES, INC.)

      WASTE
CONNECTIONS OF ILLINOIS, INC.

      WASTE
CONNECTIONS OF IOWA, INC.

      (F/K/A
WHALEY WASTE SYSTEMS INC.)

      WASTE
CONNECTIONS OF KANSAS, INC.

      WASTE
CONNECTIONS OF KENTUCKY, INC.

      WASTE
CONNECTIONS OF MINNESOTA, INC.

      (F/K/A
RITTER’S SANITARY SERVICE, INC.)

      WASTE
CONNECTIONS OF MISSISSIPPI, INC.

      (F/K/A
LIBERTY WASTE SERVICES OF MISSISSIPPI HOLDINGS, INC.)

      WASTE
CONNECTIONS OF MISSOURI, INC.

      WASTE
CONNECTIONS OF MONTANA, INC.

      WASTE
CONNECTIONS OF NEBRASKA, INC.

      WASTE
CONNECTIONS OF NEW MEXICO, INC.

      WASTE CONNECTIONS OF OKLAHOMA,
INC.

      (F/K/A B & B SANITATION,
INC.)

      WASTE
CONNECTIONS OF OREGON, INC.

      (SUCCESSOR
BY MERGER TO ENVIRONMENTAL WASTE SYSTEMS, INC.AND F/K/A SWEET HOME SANITATION
SERVICE, INC.)

      WASTE
CONNECTIONS OF SOUTH DAKOTA, INC.

      (F/K/A
NOVAK ENTERPRISES, INC.)

      WASTE
CONNECTIONS OF TENNESSEE, INC.

      (F/K/A
LIBERTY WASTE SERVICES OF TENNESSEE HOLDINGS, INC.)

      WASTE
CONNECTIONS OF THE CENTRAL VALLEY, INC.

      (F/K/A/
KINGSBURG DISPOSAL SERVICE, INC.)

      WASTE
CONNECTIONS OF UTAH, INC.

      WASTE
CONNECTIONS OF WASHINGTON, INC.

      WASTE
CONNECTIONS OF WYOMING, INC.

      WASTE
CONNECTIONS TRANSPORTATION COMPANY, INC.

      WASTE
SERVICES OF N.E. MISSISSIPPI, INC.

      WEST
BANK ENVIRONMENTAL SERVICES, INC.

      WEST
COAST RECYCLING AND TRANSFER, INC.

      WYOMING
ENVIRONMENTAL SERVICES, INC.

      WYOMING
ENVIRONMENTAL SYSTEMS, INC.

      


      


      
        	
                By:

              	 
      	 
      
	 
      	
                Name:  Worthing
      F. Jackman

              	 
      
	 
      	
                Title:    Chief
      Financial Officer

              	 
      


      

       

      
        
          Signature
Page to Increase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      COLUMBIA
RESOURCE CO., L.P.

      FINLEY-BUTTES
LIMITED PARTNERSHIP

       

      
        	
                By:

              	
                Management
      Environmental National, Inc.,

              	 
      
	 
      	
                its
      General Partner

              	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                By:

              	 
      	 
      
	 
      	
                Name:

              	
                
                  Worthing
      F. Jackman

                

              	 
      
	 	
                Title:

              	
                Chief
      Financial Officer

              	 


      

       

       

       

      
        
          Signature
Page to Increase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
THE BORROWERS:

       

      EL
PASO DISPOSAL, LP

       

      
        	
                By:

              	
                Waste
      Connections of Texas, LLC,

              	 
      
	 
      	
                its
      General Partner

              	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	
                By:

              	
                Waste
      Connections Management Services, Inc.,

              	 
      
	 
      	 
      	
                its
      Manager

              	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	 	
                By:

              	 
      	 
      
	 
      	 	
                Name:

              	
                
                  Worthing
      F. Jackman

                

              	 
      
	 	 	
                Title:

              	
                Chief
      Financial Officer

              	 


      

      


      


      GLACIER
DISPOSAL, L.L.C.

      LAUREL
RIDGE LANDFILL, L.L.C.

      SUNRISE
SANITATION, LLC

      WASTE
CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC

      (F/K/A SANTEK ENVIRONMENTAL OF MISSISSIPPI,
L.L.C.)

      WASTE
CONNECTIONS OF LEFLORE, LLC

      (F/K/A WASTE SERVICES OF MISSISSIPPI,
LLC)

      


      
        	
                By:

              	
                Waste
      Connections, Inc.,

              	 
      
	 
      	
                its
      Managing Member

              	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                By:

              	 
      	 
      
	 
      	
                Name:

              	
                Worthing
      F. Jackman  

              	 
	 	
                Title:

              	
                Chief
      Financial Officer

              	 


      

      


      WASTE
CONNECTIONS OF TEXAS, LLC

       

      
        	
                By:

              	
                Waste
      Connections Management Services, Inc.,

              	 
      
	 
      	
                its
      Manager

              	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                By:

              	
                 

              	 
      
	 
      	
                Name:

              	
                Worthing
      F. Jackman

              	
                 

              
	 	
                Title:

              	
                Chief
      Financial Officer

              	 


      

      


      
        
          Signature
Page to Increase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      THE BORROWERS:

       

      HORIZON
PROPERTY MANAGEMENT, LLC

      RAILROAD
AVENUE DISPOSAL, LLC

      SCOTT
WASTE SERVICES, LLC

      THE
TRASH COMPANY, LLC

      WASTE
SOLUTIONS GROUP OF SAN BENITO, LLC

      VOORHEES
SANITATION, L.L.C.

      
 

      
        	
                By:

              	
                Waste
      Connections, Inc.

              	 
      
	 
      	
                its
      Manager

              	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                By:

              	
                 

              	 
      
	 
      	
                Name:

              	
                Worthing
      F. Jackman

              	
                 
    

              
	 	
                Title:

              	
                Chief
      Financial Officer

              	 


      

       

       

      Signature Page to Increase
Agreement