QuickLinks
 -- Click here to rapidly navigate through this document




































 



 
 

  Exhibit 4.10    
    


 
 

  FORM 51-102F3
  
    Material Change Report    
    



			
	

Item 1	
 	

Name and Address of Company
	

 	
 	

BFI Canada Income Fund (the "Fund")

135 Queens Plate Drive

Suite 300

Toronto, Ontario

M9W 6V1
	

Item 2	
 	

Date of Material Change
	

 	
 	

September 30, 2008
	

Item 3	
 	

News Release
	

 	
 	

A news release was issued through Marketwire on September 30, 2008 and is attached to this report.
	

Item 4	
 	

Summary of Material Change
	

 	
 	

The Fund announced that the final order from the Ontario Superior Court of Justice for its conversion from an income fund to a corporation by way of a plan of arrangement (the "Conversion") was obtained on September 30, 2008. The Conversion
is expected to be completed on October 1, 2008.
	

Item 5	
 	

Full Description of Material Change
	

 	
 	
 5.1 — Full Description of Material Change
	

 	
 	

The common shares of BFI Canada Ltd. will commence trading on the Toronto Stock Exchange, under the symbol "BFC", on October 2, 2008. Concurrently, units of the Fund will be delisted from the Toronto Stock Exchange and the Fund will submit
an application to cease to be a reporting issuer in all provinces of Canada in which it is a reporting issuer or the equivalent thereof.
	

 	
 	

See the news release attached to this report for a full description of the material change.
	

 	
 	
 5.2 — Disclosure for Restructuring Transactions
	

 	
 	

Not applicable. Please refer to the Fund's management information circular dated August 26, 2008 in respect of the special meeting of voting unitholders held on September 25, 2008.
	

Item 6	
 	

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
	

 	
 	

Not applicable.
	

Item 7	
 	

Omitted Information
	

 	
 	

No significant facts in this report remain confidential, and no information has been omitted from this report.
	

Item 8	
 	

Executive Officer
	

 	
 	

For further information please contact Chaya Cooperberg, Director, Investor Relations and Corporate Communications, at (416) 401-7729.
	

Item 9	
 	

Date of Report
	

 	
 	

October 2, 2008

























































			
	M E D I A    R E L E A S E	 	


 





 
 

  BFI CANADA INCOME FUND RECEIVES COURT APPROVAL FOR CONVERSION TO
  BFI CANADA LTD.    
    


TORONTO, ONTARIO — September 30, 2008 — BFI
Canada Income Fund (the "Fund") (TSX: BFC.UN) today announced that the final order from the Ontario Superior Court of Justice for its conversion from an income fund to a
corporation by way of a plan of arrangement (the "Conversion") was obtained today. The Conversion is expected to be completed October 1, 2008. 


The
common shares of BFI Canada Ltd. will commence trading on the Toronto Stock Exchange, under the symbol "BFC", on October 2, 2008. Concurrently, units of the Fund will be delisted
from the Toronto Stock Exchange and the Fund will submit an application to cease to be a reporting issuer in all provinces of Canada in which it is a reporting issuer or the equivalent thereof. 



 Forward-looking statements  


This
document may contain forward-looking statements relating to the Fund's operations or to the environment in which it operates, which are based on the Fund's operations, estimates, forecasts and
projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, or are beyond the Fund's control. A number of important
factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth in the Fund's Annual Information
Form for the period ended December 31, 2007. Consequently, readers should not rely on such forward-looking statements. In addition, these forward-looking statements relate to the date on which
they are made. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, the Fund cannot assure unitholders that actual results
will be consistent with these forward looking statements, and the Fund disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable securities laws. 


 About BFI Canada Income Fund  


The
Fund, through its operating subsidiaries, is one of North America's largest full-service waste management companies, providing non-hazardous solid waste ("waste")
collection and disposal services to commercial, industrial, municipal and residential customers in five Canadian provinces and ten states in the United States ("U.S."). The Fund provides
service to over 1.8 million customers with vertically integrated collection and disposal assets. The Fund's Canadian segment operates under the BFI Canada brand and is Canada's second largest
full-service waste management company providing vertically integrated waste collection and disposal services in the provinces of British Columbia, Alberta, Manitoba, Ontario, and Quebec.
This segment provides service to 20 Canadian markets and operates five landfills, four transfer collection stations, seven material recovery facilities ("MRFs"), and one landfill gas to energy
facility. The Fund's U.S. south and northeast segments, collectively the U.S. segment or U.S. segments, operate under the IESI brand and provide vertically integrated waste
collection and disposal services in two geographic regions: the south, consisting of various service areas in Texas, Louisiana, Oklahoma, Arkansas, Mississippi, and Missouri, and the northeast,
consisting of various service areas in New York, New Jersey, Pennsylvania, and Maryland. This segment provides service to 39 U.S. markets and operates 17 landfills,
31 transfer collection stations, 10 material recovery facilities, and one transportation operation. The Fund's units are listed on the Toronto Stock Exchange under the symbol BFC.UN. For
more information on the Fund, visit www.bficanada.com. 


Further information:

BFI Canada Income Fund

Chaya Cooperberg

Director, Investor Relations and Corporate Communications

Tel: (416) 401-7729

Email: chaya.cooperberg@bficanada.com 











QuickLinks



Exhibit 4.10


FORM 51-102F3 Material Change Report


BFI CANADA INCOME FUND RECEIVES COURT APPROVAL FOR CONVERSION TO BFI CANADA LTD.