Exhibit 4.6




AMENDMENT
NO. 1 TO
 REVOLVING
CREDIT AGREEMENT
 
 ThisAMENDMENT NO. 1 TO REVOLVING CREDIT
AGREEMENT, dated as of October __, 2008 (this “Amendment”), is by
and among (a) Waste Connections, Inc., a Delaware corporation (the “Parent”), each
Subsidiary of the Parent from time to time party to the Credit Agreement
referred to below (the “Subsidiaries” and,
together with the Parent, the “Borrowers”), (b) each
of the banks and other lending institutions from time to time party to the
Credit Agreement referred to below (each a “Lender” and,
collectively, the “Lenders”), and (c)
Bank of America, N.A., as administrative agent (the “Administrative
Agent”) for the Lenders.  Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit
Agreement referred to below.
 
 WHEREAS, the Borrowers, the
Lenders and the Administrative Agent are party to that certain Revolving Credit
Agreement, dated as of September 27, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”);
  WHEREAS, the Borrowers and the
Required Lenders desire to amend certain provisions of the Credit Agreement as
provided more fully herein below;
 
 NOW THEREFORE, in
consideration of the mutual agreements contained in the Credit Agreement and
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
 
 §1.Amendments
to the Credit Agreement.
  §1.1.           Amendments
to §1 of the Credit Agreement (Definitions).  Section 1 of the
Credit Agreement is hereby amended by inserting the following new definitions in
the proper alphabetical order therein:
  “Auto-Reinstatement Letter of
Credit.  See §3.1.8.
 
 Non-Reinstatement
Deadline.  See §3.1.8.”
 
 §1.2.        Amendments
to §3 of the Credit Agreement (Letters of Credit).  Section 3 of the
Credit Agreement is hereby amended by:
  (a)           deleting
the first sentence of Section 3.1.1(a) thereof in its entirety and substituting
the following new sentence therefor:
  -2-
 “Subject to the terms and
conditions hereof and the execution and delivery by the Borrowers of a letter of
credit application on the Issuing Lender’s customary form (a “Letter of Credit
Application”), the Issuing Lender on behalf of the Revolving Credit
Lenders and in reliance upon the agreement of the Revolving Credit Lenders set
forth in §3.1.4 and upon the representations and warranties of the Borrowers
contained herein, agrees, in its individual capacity, to issue, extend,
maintain, reinstate or deem reinstated for the account of any of the Borrowers
one or more standby letters of credit (each, a “Letter of Credit”)
including, in the case of L/C Supported IRBs, so called direct pay Letters of
Credit to support the payment and performance of an IRB (each, an “IRB Letter of
Credit”), in such form as may be requested from time to time by the
Borrowers and agreed to by the Issuing Lender; provided, however, that, after
giving effect to such request, (i) the Maximum Drawing Amount plus all Unpaid
Reimbursement Obligations shall not exceed $500,000,000 and (ii) the Maximum
Drawing Amount plus all Unpaid
Reimbursement Obligations plus the aggregate
outstanding amount of all Revolving Credit Loans, plus the aggregate
outstanding amount of all Swing Line Loans shall not exceed the Total Revolving
Credit Commitment.”
  (b)           deleting
subclauses (v) and (vi) of Section 3.1.1(b) thereof in their entirety and
substituting the following new subclauses in the proper alphabetical and
numerical order therefor:
  “(v)          Reserved;
or
  (vi)
              a
      default of any Revolving Credit Lender’s obligations to fund under §3.3
      exists or any Revolving Credit Lender is at such time a Delinquent Lender
      hereunder, unless the Issuing Lender has entered into arrangements
      satisfactory to the Issuing Lender with the Borrowers or such Revolving
      Credit Lender to eliminate the Issuing Lender’s risk with respect to such
      Revolving Credit Lender, including, without limitation, through the
      provision of cash collateral or similar security for the benefit of the
      Issuing Lender.”
  
 (c)           inserting
the following new Section 3.1.8 immediately following Section 3.1.7
therein:
  “3.1.8      Auto
Reinstatement Letters of Credit.   If any Borrower so
requests in any applicable Letter of Credit Application, the Issuing Lender may,
in its sole and absolute discretion, agree to issue or deem issued a Letter of
Credit that permits the automatic reinstatement of all or a portion of the
stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of
Credit”).  Unless otherwise directed by the Issuing Lender, the
Borrowers shall not be required to make a specific request to the Issuing Lender
to permit such reinstatement.  Once an Auto-Reinstatement Letter of
Credit has been issued, except as provided in the following sentence, the
Lenders shall be deemed to have authorized (but may not require) the Issuing
Lender to reinstate all or a portion of the stated amount thereof in accordance
with the provisions of such Letter of Credit.  Notwithstanding the
foregoing, if such Auto-Reinstatement Letter of Credit permits the Issuing
Lender to decline to reinstate all or any portion of the stated amount thereof
after a drawing thereunder by giving notice of such non-reinstatement within a
specified number of days after such drawing (the “Non-Reinstatement
Deadline”), the Issuing Lender shall not permit such reinstatement if it
has received a notice (which may be by telephone or in writing) on or before the
day that is seven Business Days before the Non-Reinstatement Deadline (A) from
the Administrative Agent that the Required Lenders have elected not to permit
such reinstatement or (B) from the Administrative Agent, any Lender or the
Borrowers that one or more of the applicable conditions specified in §10 is not
then satisfied (treating such reinstatement as an extension of such Letter of
Credit for purposes of this §3.1.8).”
 
 -3-
 §2.           Affirmation
of the Borrowers.  Each Borrower
hereby ratifies and confirms all of its Obligations to the Administrative Agent
and the Lenders, including, without limitation, the Loans and the Reimbursement
Obligations, and each Borrower hereby affirms its absolute and unconditional
promise to pay to the Administrative Agent and the Lenders, as applicable, the
Loans, the Reimbursement Obligations and all other amounts due under the Credit
Agreement, as amended hereby, and the other Loan Documents, at the times and in
the amounts provided for therein.  Each Borrower confirms and agrees
that all references to the term “Credit Agreement” in the Loan Documents shall
hereafter refer to the Credit Agreement as amended hereby.
  §3.           Representations
and Warranties.  Each Borrower
hereby represents and warrants to the Administrative Agent and the Lenders as
follows:
  (a)           The
execution and delivery by such Borrower of this Amendment and the performance by
such Borrower of its obligations and agreements under this Amendment and the
Credit Agreement as amended hereby are within the corporate authority of such
Borrower, have been duly authorized by all necessary corporate proceedings on
behalf of such Borrower, and do not and will not contravene any provision of
law, statute, rule or regulation to which such Borrower is subject or such
Borrower’s constitutive documents or of any agreement or other instrument
binding upon such Borrower.
  (b)           Each
of this Amendment and the Credit Agreement as amended hereby constitutes the
legal, valid and binding obligation of such Borrower, enforceable in accordance
with its respective terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors’ rights.
  (c)           No
approval or consent of, or filing with, any governmental agency or authority is
required to make valid and legally binding the execution, delivery or
performance by such Borrower of this Amendment or the Credit Agreement as
amended hereby.
  (d)           The
representations and warranties contained in Article V of the
Credit Agreement, the other Loan Documents and in any document or instrument
delivered pursuant to or in connection with the Credit Agreement are true and
correct at and as of the date made and as of the date hereof, except to the
extent (i) of changes resulting from transactions contemplated or permitted by
the Credit Agreement and changes occurring in the ordinary course of business
which singly or in the aggregate are not material adverse or (ii) that such
representations and warranties relate expressly to an earlier date.
  (e)          
Such Borrower has performed and complied in all material respects with all terms
and conditions herein and in the Credit Agreement required to be performed or
complied with by such Borrower prior to or at the time hereof, and as of the
date hereof, after giving effect to the provisions hereof, there exists no
Default or Event of Default.
  -4-
 §4.           Conditions
Precedent.  This Amendment
shall become effective upon receipt by the Administrative Agent, in form and
substance reasonably satisfactory to the Administrative Agent, of a copy of this
Amendment duly executed by  the Borrowers, the Required Lenders and
the Administrative Agent.
  §5.           Miscellaneous
Provisions.
  §5.1.        Except
as otherwise expressly provided by this Amendment, all of the terms, conditions
and provisions of the Credit Agreement and the other Loan Documents shall remain
unchanged and in full force and effect.  It is declared and agreed by
each of the parties hereto that the Credit Agreement and the other Loan
Documents, as amended hereby, shall continue in full force and effect, and that
this Amendment and the Credit Agreement shall be read and construed as a single
instrument.  This Amendment shall constitute a Loan Document under the
Credit Agreement.
  §5.2.        The
amendments set forth herein are effective solely for the purposes set forth
herein and shall be limited precisely as written.  Except as expressly
provided herein, this Amendment shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Credit
Agreement or any other Loan Document, or (ii) operate as a waiver or otherwise
prejudice any right, power or remedy that the Administrative Agent or the
Lenders may now have or may have in the future under or in connection with the
Credit Agreement or any other Loan Document, except as specifically set forth
herein.
  §5.3.        This
Amendment may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument.  In making
proof of this Amendment, it shall not be necessary to produce or account for
more than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
  §5.4.        The
Borrowers hereby agree to pay to the Administrative Agent, on demand by the
Administrative Agent, all reasonable out-of-pocket costs and expenses incurred
or sustained by the Administrative Agent and the Lenders in connection with the
preparation of this Amendment (including legal fees).
  §6.           GoverningLaw.  THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
  [Reminder
of page intentionally left blank]
  
 IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first above
written.
 
 THEBORROWERS:
 
 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
  
 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.
 
 By:
 Name:  Worthing
F. Jackman
 Title:    Chief
Financial Officer
 
 
 THE
BORROWERS
  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.)
 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.
 
 By:
 Name:  Worthing
F. Jackman
 Title:    Chief
Financial Officer
 
 
 THE
BORROWERS
 
 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
  
 THE
BORROWERS
  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
 
 
 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
 
 
 
 THE
BORROWERS
 
 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
 
 
 
 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
 
 
  BANK OF AMERIC,
N.A.,
 as
Administrative Agent
  By:
 Name:
Maria F. Maia
 Title:   Managing
Director
  
  THE
LENDERS:
 
 BANK OFAMERICA, N.A.
  By:
 Name:  Maria F.
Maia
 Title:    Managing
Director
  
  THE
LENDERS:
 
 JPMORGAN
CHASE BANK, N.A.
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 DEUTSCHE
BANK TRUST COMPANY AMERICAS
 
 
 By:
 Name:
 Title:
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 WELLS
FARGO BANK, N.A.
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 UNION
BANK OF CALIFORNIA N.A.
 
 
 By:
 Name:
 Title:
 
 
 THE
LENDERS:
 
 U.S.
BANK NATIONAL ASSOCIATION
 
 
 By:
 Name:
 Title:
 
 
  THE
LENDERS:
 
 COMMERZBANK
AG, NEW YORK
 AND
GRAND CAYMAN BRANCHES
 
 
 By:
 Name:
 Title:
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 KEYBANK
NATIONAL ASSOCIATION
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 PNC
BANK, NATIONAL ASSOCIATION
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 SUMITOMO
MITSUI BANKING CORPORATION
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 BANK
OF THE WEST
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 COBANK,
ACB
 
 
 By:
 Name:
 Title:
  
  THE
LENDERS:
 
 PEOPLE'S
UNITED BANK
 
 
 By:
 Name:
 Title: