ex4-1.htm


    
      

    

    Exhibit
4.1

     

    
      AMENDMENT
NO. 2 TO

      REVOLVING
CREDIT AGREEMENT

       

      This AMENDMENT NO. 2 TO REVOLVING CREDIT
AGREEMENT, dated as of July 10, 2009 (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 for the Lenders (the “Administrative
Agent”).  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, pursuant to that
certain Stock Purchase Agreement by and among the Parent, on the one hand, and
Sanipac, Inc., an Oregon corporation (“Sanipac”), and The
Estate of Randall C. Papé, Gary Papé, Terrance Papé and Dian Papé Tooke, on the
other hand, the Parent expects to acquire all of the outstanding stock of
Sanipac (the “Sanipac
Agreement”);

       

      WHEREAS, Sanipac owns
approximately seventy-five percent (75%) of EcoSort, L.L.C., an Oregon limited
liability company (“EcoSort”);
and

       

      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.     Amendment
to §1 of the Credit Agreement (Definitions).  The definition
of “Excluded
Subsidiaries” in Section 1 of the
Credit Agreement is hereby amended by inserting immediately prior to the period
at the end thereof, the following text: “; provided that
notwithstanding the foregoing, “Excluded Subsidiaries” shall not include any
Subsidiary the Capital Stock of which is or becomes 100% owned by any Borrower,
and any such Subsidiary shall be subject to the requirements of a new Subsidiary
pursuant to Section
6.16; provided further that, for
purposes of Section
6.16, any such Subsidiary shall be deemed to have been acquired as of the
date on which any Borrower first owns 100% of the outstanding Capital Stock of
such Subsidiary”.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      §1.2.     Amendment
to Schedule 2 to the Credit Agreement (Subsidiaries).  Schedule 2 to the
Credit Agreement is hereby amended by deleting such Schedule 2 in its entirety
and substituting, in lieu thereof, Schedule 2 attached hereto as Exhibit
A.

       

      §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.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      §4. 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):

       

      §4.1.     The
Borrowers and the Required Lenders shall have duly executed and delivered to the
Administrative Agent a copy of this Amendment, in form and substance reasonably
satisfactory to the Administrative Agent; and

       

      §4.2.     The
acquisition of Sanipac by the Parent pursuant to the Sanipac Agreement shall
have closed in accordance with such agreement.

       

      §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.     Without
limiting the expense reimbursement requirements set forth in Section 14.1 of the
Credit Agreement, 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. Governing Law.  THIS AMENDMENT SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN
GENERAL OBLIGATIONS LAW §5-1401 AND §5-1402).

       

      [Reminder
of page intentionally left blank]

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

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

       

      
        
          
            
              
                	 
      	
                        THE BORROWERS:

                      	 
      
	 	 	 
	 
      	
                        WASTE
      CONNECTIONS, INC.

                      	 
      
	 
      	
                        ADVANCED
      SYSTEMS PORTABLE

                      	 
      
	 
      	
                        RESTROOMS,
      INC.

                      	 
      
	 
      	
                        AMERICAN
      DISPOSAL COMPANY, INC.

                      	 
      
	 
      	
                        AMERICAN
      SANITARY SERVICE, INC.

                      	 
      
	 
      	
                        AMERICAN
      WEST LEASING, 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.

                      	 
      
	 
      	
                        CHIQUITA
      CANYON, INC.

                      	 
      
	 
      	
                        COLD
      CANYON LAND FILL, INC.

                      	 
      
	 
      	
                        COMMUNITY
      REFUSE DISPOSAL INC.

                      	 
      
	 
      	
                        CONTRACTORS
      WASTE SERVICES, INC.

                      	 
      
	 
      	
                        CORRAL
      DE PIEDRA LAND COMPANY

                      	 
      
	 
      	
                        COUNTY
      RECYCLING, INC.

                      	 
      
	 
      	
                        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.

                      	 
      
	 
      	
                        FRONT
      RANGE LANDFILL, INC.

                      	 
      
	 
      	
                        G
      & P DEVELOPMENT, INC.

                      	 
      
	 
      	
                        HAROLD
      LEMAY ENTERPRISES,

                      	 
      
	 
      	
                        INCORPORATED

                      	 
      
	 	 	 	 
	 
      	
                        By:

                      	
                        /s/ Worthing F. Jackman

                      	 
      
	 
      	
                        Name:

                      	
                          Worthing
      F. Jackman

                      	 
      
	 
      	
                        Title:

                      	
                          Chief
      Financial Officer

                      	 
      


              

            

          

        

      

      


      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  	 
      	
                          THE BORROWERS

                        	 
      
	 	 	 
	 
      	
                          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

                        	 
      
	 
      	
                          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

                        	 
      
	 
      	
                          SEABREEZE
      RECOVERY, INC.

                        	 
      
	 
      	
                          SEDALIA
      LAND COMPANY

                        	 
      
	 	 	 	 
	 
      	
                          By:

                        	
                          /s/ Worthing F. Jackman

                        	 
      
	 
      	
                          Name:

                        	
                           
      Worthing F. Jackman

                        	 
      
	 
      	
                          Title:

                        	
                           
      Chief Financial Officer

                        	 
      


                

              

            

          

        

      

      


      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  	 
      	
                          THE BORROWERS

                        	 
      
	 	 	 
	 
      	
                          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.)

                        	 
      
	 
      	
                          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:

                        	
                          /s/ Worthing F. Jackman

                        	 
      
	 
      	
                          Name:

                        	
                           
      Worthing F. Jackman

                        	 
      
	 
      	
                          Title:

                        	
                           
      Chief Financial Officer

                        	 
      


                

              

            

          

        

      

      


      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          THE BORROWERS

                                        	 
      
	 	 	 
	 
      	
                                          WASTE
      CONNECTIONS OF NORTH

                                        	 
      
	 	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

                                        	 
      
	 	
                                          CAROLINA,
      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.

                                        	 
      
	 
      	
                                          YAKIMA
      WASTE SYSTEMS, INC.

                                        	 
      
	 	 	 	 
	 
      	
                                          By:

                                        	
                                          /s/ Worthing F. Jackman

                                        	 
      
	 
      	
                                          Name:

                                        	
                                           
      Worthing F. Jackman

                                        	 
      
	 
      	
                                          Title:

                                        	
                                           
      Chief Financial Officer

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                   

                  
                    
                      Signature
page to Amendment No. 2 to Revolving Credit Agreement

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      THE BORROWERS

                                    	 
      
	 	 	 
	 
      	
                                      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

                                    	 
      


                            

                          

                        

                         

                        
                          
                            Signature
page to Amendment No. 2 to Revolving Credit Agreement

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                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:

                              	
                                /s/ Worthing F. Jackman

                              	 
      
	 
      	
                                Name:

                              	
                                 
      Worthing F. Jackman

                              	 
      
	 
      	
                                Title:

                              	
                                 
      Chief Financial Officer

                              	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                                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

                              	 
      


                      

                       

                      
                        
                          Signature
page to Amendment No. 2 to Revolving Credit 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.

                                            	 
      
	 
      	
                                              PIERCE
      COUNTY RECYCLING,

                                            	 
      
	 
      	
                                              COMPOSTING
      AND DISPOSAL, LLC

                                            	 
      
	 	 	 
	 
      	
                                              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 Sole

                                            	 
      
	 
      	Member
      and Manager	 
      
	 	 	 	 
	 
      	
                                              By:

                                            	
                                              /s/ Worthing F. Jackman

                                            	 
      
	 
      	
                                              Name:

                                            	
                                               
      Worthing F. Jackman

                                            	 
      
	 
      	
                                              Title:

                                            	
                                               
      Chief Financial Officer

                                            	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                                              CHIQUITA
      CANYON, LLC

                                            	 
      
	 	 	 
	 
      	
                                              By:

                                            	
                                              Chiquita
      Canyon, Inc., its Sole

                                            	 
      
	 
      	Member
      and Manager	 
      
	 	 	 	 
	 
      	
                                              By:

                                            	
                                              /s/ Worthing F. Jackman

                                            	 
      
	 
      	
                                              Name:

                                            	
                                               
      Worthing F. Jackman

                                            	 
      
	 
      	
                                              Title:

                                            	
                                               
      Chief Financial Officer

                                            	 
      


                                    

                                  

                                   

                                  
                                    
                                      Signature
page to Amendment No. 2 to Revolving Credit Agreement

                                    

                                    
                                      
                                      

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    	 
      	
                            THE BORROWERS

                          	 
      
	 	          
      	 
	 
      	
                            SILVER
      SPRINGS ORGANICS, L.L.C.

                          	 
      
	 	 	 
	 
      	
                            By:

                          	
                            Waste
      Connections, Inc.

                          	 
      
	 
      	its
      Sole Member and Manager	 
      
	 	 	 	 
	 
      	
                            By:

                          	
                            /s/ Worthing F. Jackman

                          	 
      
	 
      	
                            Name:

                          	
                             
      Worthing F. Jackman

                          	 
      
	 
      	
                            Title:

                          	
                             
      Chief Financial Officer

                          	 
      


                  

                

              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    BANK OF AMERICA,
      N.A.,

                                  	 
	
                                    as
      Administrative Agent

                                  	 
	 	 
	
                                    By:

                                  	
                                    /s/

                                  	
                                    Maria F. Maia

                                  	 
	
                                     
      

                                  	 	
                                    Name:

                                  	
                                    Maria
      F. Maia

                                  	 
	 
      	 	
                                    Title:

                                  	
                                    Managing
      Director

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        BANK
      OF AMERICA, N.A.

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Maria F. Maia

                      	 
      
	
                         
      

                      	 	
                        Name:

                      	
                        Maria
      F. Maia

                      	 
      
	
                         
      

                      	 	
                        Title:

                      	
                        Managing
      Director

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        JPMORGAN
      CHASE BANK, N.A.

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Alexander M. Rogin

                      	 
      
	
                         
      

                      	 	
                        Name:

                      	
                        Alex
      Rogin

                      	 
      
	
                         
      

                      	 	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      	
                              THE
      LENDERS:

                            	 
      
	 	 
	
                              DEUTSCHE
      BANK TRUST COMPANY AMERICAS

                            
	 	 
	
                              By:

                            	
                              /s/

                            	
                              Heidi Sandquist

                            	 
      
	 
      	 	
                              Name:

                            	
                              Heidi
      Sandquist

                            	 
      
	 
      	 	
                              Title:

                            	
                              Director

                            	 
      
	 	 	 	 	 
	 	 	 	 	 
	
                              By:

                            	
                              /s/

                            	
                              Ming K. Chu

                            	 
      
	 
      	 	
                              Name:

                            	
                              Ming
      K. Chu

                            	 
      
	 
      	 	
                              Title:

                            	
                              Vice
      President

                            	 
      


                    

                  

                

              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        WELLS
      FARGO BANK, N.A.

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Russell A. McClymont

                      	 
      
	 
      	 	
                        Name:

                      	
                        Russell
      A. McClymont

                      	 
      
	 
      	 	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        UNION
      BANK OF CALIFORNIA N.A.

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Mike Deutsch

                      	 
      
	 
      	 	
                        Name:

                      	
                        Mike
      Deutsch

                      	 
      
	 
      	 	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        U.S.
      BANK NATIONAL ASSOCIATION

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Oksana Guy

                      	 
      
	 
      	 	
                        Name:

                      	
                        Oksana
      Guy

                      	 
      
	 
      	 	
                        Title:

                      	
                        A.V.P.

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  	
                          THE
      LENDERS:

                        	 
      
	 	 
	
                          COMMERZBANK
      AG, NEW YORK

                        	 
      
	
                          AND
      GRAND CAYMAN BRANCHES

                        	 
      
	 	 
	
                          By:

                        	
                          /s/

                        	
                          Gill Realon

                        	 
      
	 
      	 	
                          Name:

                        	
                          Gill
      Realon

                        	 
      
	 
      	 	
                          Title:

                        	
                          First
      Vice President

                        	 
      
	 	 	 	 	 
	
                          By:

                        	
                          /s/

                        	
                          Diane Morgan

                        	 
      
	 
      	 	
                          Name:

                        	
                          Diane
      Morgan

                        	 
      
	 
      	 	
                          Title:

                        	
                          Associate

                        	 
      


                

              

            

          

        

      

      


      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        KEYBANK
      NATIONAL ASSOCIATION

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Frank J. Jancar

                      	 
      
	 
      	 	
                        Name:

                      	
                        Frank
      J. Jancar

                      	 
      
	 
      	 	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    	
                            THE
      LENDERS:

                          	 
      
	 	 
	
                            PNC
      BANK, NATIONAL ASSOCIATION

                          	 
      
	 	 
	
                            By:

                          	
                            /s/

                          	
                            Philip K. Liebscher

                          	 
      
	 
      	 	
                            Name:

                          	
                            Philip
      K. Liebscher

                          	 
      
	 
      	 	
                            Title:

                          	
                            Senior
      Vice President

                          	 
      


                  

                

              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        SUMITOMO
      MITSUI BANKING CORPORATION

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Yasuhiko Imai

                      	 
      
	 
      	 	
                        Name:

                      	
                        Yasuhiko
      Imai

                      	 
      
	 
      	 	
                        Title:

                      	
                        Senior
      Vice President

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        BANK
      OF THE WEST

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        Robert Finkbohner

                      	 
      
	 
      	 	
                        Name:

                      	
                        Robert
      Finkbohner

                      	 
      
	 
      	 	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        COBANK,
      ACB

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        David W. Dornbirer

                      	 
      
	 
      	 	
                        Name:

                      	
                        David
      W. Dornbirer

                      	 
      
	 
      	 	
                        Title:

                      	
                        Vice
      President

                      	 
      


              

            

          

        

      

       

      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        THE
      LENDERS:

                      	 
      
	 	 
	
                        PEOPLE’S
      UNITED BANK

                      	 
      
	 	 
	
                        By:

                      	
                        /s/

                      	
                        David K. Sherrill

                      	 
      
	 
      	 	
                        Name:

                      	
                        David
      K. Sherrill

                      	 
      
	 
      	 	
                        Title:

                      	
                        First
      Vice President

                      	 
      


              

            

          

        

      

      


      
        
          Signature
page to Amendment No. 2 to Revolving Credit Agreement

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      Schedule
2 to Credit Agreement

       

      


       

      


       

      


       

      


       

      


       

      [See
attached]