Exhibit 4.1





Exhibit 4.1




EXECUTION COPY




AMENDMENT NO. 2 TO

MASTER NOTE PURCHASE AGREEMENT




This AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENT, dated as of November 24, 2010 (this
“Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the
“Company”), each Subsidiary of the Company from time to time party to the Purchase
Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are
each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b)
each of the purchasers from time to time party to the Purchase Agreement referred to below (each a
“Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Purchase Agreement
referred to below.



WHEREAS, the Obligors and the Purchasers are parties to that certain Master Note Purchase
Agreement, dated as of July 15, 2008, as amended by that certain Amendment No. 1 to Master Note
Purchase Agreement dated as of July 20, 2009 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Purchase Agreement”); and



WHEREAS, the Obligors and the Holders pursuant to Section 17.1(a) of the Purchase Agreement
desire to amend Section 1.2 in the Purchase Agreement to increase the maximum aggregate principal
amount of Notes that may be issued pursuant to the Purchase Agreement from $500,000,000 to
$750,000,000;



NOW THEREFORE, in consideration of the mutual agreements contained in the Purchase 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. Amendment to Section 1.2 of the Purchase Agreement. Section 1.2 of the Purchase
Agreement is hereby amended by deleting the amount “$500,000,000” and replacing it with the amount
“$750,000,000”.



§2. Representations and Warranties. Each Obligor hereby represents and warrants to
the Purchasers as follows:



(a) The execution and delivery by such Obligor of this Amendment and the performance by such
Obligor of its obligations and agreements under this Amendment and the Purchase Agreement as
amended hereby are within the corporate authority of such Obligor, have been duly authorized by all
necessary corporate proceedings on behalf of such Obligor, and do not and will not contravene any
provision of law, statute, rule or regulation to which such Obligor is subject or such Obligor’s
constitutive documents or of any agreement or other instrument binding upon such Obligor.



(b) Each of this Amendment and the Purchase Agreement as amended hereby constitutes the legal,
valid and binding obligation of such Obligor, 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 Obligor
of this Amendment or the Purchase Agreement as amended hereby.



(d) Such Obligor has performed and complied in all material respects with all terms and
conditions herein and in the Purchase Agreement required to be performed or complied with by such
Obligor 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.


 


 









 





§3. Conditions Precedent. This Amendment shall become effective as of the date on
which all of the following shall have occurred (and shall not be effective until the date on which
all of the following shall have occurred): each of the Obligors and the Holders shall have duly
executed and delivered a copy of this Amendment.




§4. Miscellaneous Provisions.



(a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and
provisions of the Purchase Agreement and the Notes shall remain unchanged and in full force and
effect. It is declared and agreed by each of the parties hereto that the Purchase Agreement and
the Notes, as amended hereby, shall continue in full force and effect, and that this Amendment and
the Purchase Agreement shall be read and construed as a single instrument.



(b) 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 Purchase Agreement or any Note, or (ii) operate as a waiver or otherwise prejudice
any right, power or remedy that the Purchasers may now have or may have in the future under or in
connection with the Purchase Agreement or the Notes, except as specifically set forth herein.



(c) 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. Photocopies, facsimile transmissions, or email
transmissions of Adobe portable document format files (also known as “PDF” files) of signatures
shall be deemed original signatures and shall be fully binding on the parties to the same extent as
original signatures.



§5. Governing Law. This Amendment shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of New York, excluding
choice-of-law principles of the law of such State that would permit the application of the laws of
a jurisdiction other than such State.



[Remainder of page intentionally left blank]



 


 









 





IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.



	 	 	 	 	 
	 	THE OBLIGORS:




WASTE CONNECTIONS, INC.

ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.

AMERICAN DISPOSAL COMPANY, INC.

AMERICAN SANITARY SERVICE, INC.

ANDERSON COUNTY LANDFILL, INC.

ANSON COUNTY LANDFILL, INC.

BITUMINOUS RESOURCES, INC.

BRENT RUN LANDFILL, INC.

BROADACRE LANDFILL, INC.

BUTLER COUNTY LANDFILL, INC.

CAMINO REAL ENVIRONMENTAL CENTER, INC.

CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC.

CHIQUITA CANYON, 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.

FRONT RANGE LANDFILL, INC.

G & P DEVELOPMENT, INC.

HAROLD LEMAY ENTERPRISES, INCORPORATED

HIGH DESERT SOLID WASTE FACILITY, INC.

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

ISLAND DISPOSAL, INC.

J BAR J LAND, INC.

LAKESHORE DISPOSAL, INC.

LEALCO, INC.

MADERA DISPOSAL SYSTEMS, INC.

MAMMOTH DISPOSAL COMPANY

 	 
	 	By:  	/s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 


[Signature page to Amendment No. 2 to Master Note Purchase Agreement]

 


 









 





	 	 	 	 	 
	 	THE OBLIGORS



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.

POTRERO HILLS 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

R.J.C. TRUCKING CO.

RURAL WASTE MANAGEMENT, INC.

SAN LUIS GARBAGE COMPANY

SANIPAC, INC.

SCOTT SOLID WASTE DISPOSAL COMPANY

SEABREEZE RECOVERY, INC.

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:  	/s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 


[Signature page to Amendment No. 2 to Master Note Purchase Agreement]


 


 









 





	 	 	 	 	 
	 	THE OBLIGORS



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 LOUISIANA, 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 NORTH CAROLINA, INC.

WASTE CONNECTIONS OF SOUTH CAROLINA, 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.

WCI-WHITE OAKS LANDFILL, INC.

WEST BANK ENVIRONMENTAL SERVICES, INC.

WEST COAST RECYCLING AND TRANSFER, INC.

WYOMING ENVIRONMENTAL SERVICES, INC.

WYOMING ENVIRONMENTAL SYSTEMS, INC.

YAKIMA WASTE SYSTEMS, INC.

 	 
	 	By:  	/s/ Worthing F. Jackman
 	 
	 	 	Name:  	Worthing F. Jackman 	 
	 	 	Title:  	Chief Financial Officer 	 



[Signature page to Amendment No. 2 to Master Note Purchase Agreement]
 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	THE OBLIGORS	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	COLUMBIA RESOURCE CO., L.P.
FINLEY-BUTTES LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Management Environmental National, Inc., 


its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	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:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	LAUREL RIDGE LANDFILL, L.L.C. 

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:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	DELTA CONTRACTS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Waste Connections of Louisiana, Inc., its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 




[Signature page to Amendment No. 2 to Master Note Purchase Agreement]
 

 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	THE OBLIGORS	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	WASTE CONNECTIONS OF TEXAS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Waste Connections Management Services, Inc., 


its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HORIZON PROPERTY MANAGEMENT, LLC 


PIERCE COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC 

RAILROAD AVENUE DISPOSAL, LLC 

SCOTT WASTE SERVICES, LLC 

SILVER SPRINGS ORGANICS, L.L.C. 

THE TRASH COMPANY, LLC 

WASTE SOLUTIONS GROUP OF SAN BENITO, LLC 

VOORHEES SANITATION, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Waste Connections, Inc. 


its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ANDERSON REGIONAL LANDFILL, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Anderson County Landfill, Inc., its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CHIQUITA CANYON, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Chiquita Canyon, Inc., its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	WASTE REDUCTION SERVICES, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Waste Connections of Oregon, Inc., its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Worthing F. Jackman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Worthing F. Jackman	 	 
	 

	 	 	 	 	 	Title:
	 	Chief Financial Officer	 	 




[Signature page to Amendment No. 2 to Master Note Purchase Agreement]
 

 


 









 





	 	 	 	 	 	 	 
	THE PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	METROPOLITAN LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	GENERAL AMERICAN LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	Metropolitan Life Insurance Company

its Investment Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Judith A. Gulotta	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Judith A. Gulotta	 	 
	 

	 	Title:
	 	Managing Director	 	 






 


 









 







	 	 	 	 	 	 	 
	THE PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	JACKSON NATIONAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	PPM America, Inc., as attorney in fact,
on behalf of Jackson National Life Insurance Company	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Curtis A. Spillers	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Curtis A. Spillers	 	 
	 

	 	Title:
	 	Vice President	 	 






 


 









 







	 	 	 	 	 	 	 
	THE PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Iris Krause	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Iris Krause	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Iris Krause	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Iris Krause	 	 
	 

	 	Title:
	 	Vice President	 	 






 


 









 







	 	 	 	 	 	 	 
	THE PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	NEW YORK LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Kathleen A. Haberkern	 	 
	 

	 	Title:
	 	Corporate Vice President	 	 
	 
	 	 	 	 	 	 
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION	 	 
	 
	 	 	 	 	 	 
	By:	 	New York Life Investment Management, LLC

its Investment Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kathleen A. Haberkern	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Kathleen A. Haberkern	 	 
	 

	 	Title:
	 	Director	 	 






 


 









 







	 	 	 	 	 	 	 
	THE PURCHASERS:	 	 
	 
	 	 	 	 	 	 
	PIONEER MUTUAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	American United Life Insurance Company,

its Agent	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John C. Mason	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John C. Mason	 	 
	 

	 	Title:
	 	V.P. Fixed Income Securities	 	 
	 
	 	 	 	 	 	 
	AMERICAN UNITED LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John C. Mason	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John C. Mason	 	 
	 

	 	Title:
	 	V.P. Fixed Income Securities	 	 
	 
	 	 	 	 	 	 
	THE STATE LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	American United Life Insurance Company,

its Agent	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ John C. Mason	 	 
	 	 	 	 	 
	 

	 	Name:
	 	John C. Mason	 	 
	 

	 	Title:
	 	V.P. Fixed Income Securities