EXECUTION VERSION


 


SECOND
AMENDMENT TO TERM LOAN AGREEMENT


 


This SECOND AMENDMENT
TO TERM LOAN AGREEMENT (this “Second Amendment”) is made and entered into as of May 15, 2014, by and among
WASTE CONNECTIONS, INC., a Delaware corporation (the “Parent”), each other Borrower under the Term Loan
Agreement referred to below, each of the Lenders under such Term Loan Agreement, and BANK OF AMERICA, N.A., as Administrative
Agent under such Term Loan Agreement.


 


WHEREAS, the
parties hereto are party to that certain Term Loan Agreement, dated as of October 25, 2012 (as amended by that certain First Amendment
to Term Loan Agreement dated as of May 6, 2013, and as the same may be further amended and in effect from time to time, the “Term
Loan Agreement”); and


 


WHEREAS, the
Borrowers have requested that each of the Lenders and the Administrative Agent agree, and the Lenders and the Administrative Agent
have agreed, on the terms and subject to the conditions set forth herein, to make certain amendments to the Term Loan Agreement;


 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.          Definitions;
Loan Document. Capitalized terms used in this Second Amendment without definition shall have the meaning assigned to such terms
in the Term Loan Agreement. This Second Amendment shall constitute a Loan Document for all purposes of the Term Loan Agreement
and the other Loan Documents.


 


2.          
Amendment to Section 1.01 (Defined Terms) of the Term Loan Agreement.
Section 1.01 of the Term Loan Agreement is hereby amended by amending and restating the definitions of “Applicable Rate”
and “LIBOR Rate” as follows:


 


““Applicable Rate”
means, from time to time, the following percentages per annum, based upon the Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.04(c):


 


	Level	 	Leverage Ratio	 	LIBOR Rate 
Loans	 	 	Base Rate 
Loans	 
	I	 	≥ 3.25:1.00	 	 	2.000	%	 	 	1.000	%
	II	 	≥ 3.00:1.00 and <3.25:1.00	 	 	1.750	%	 	 	0.750	%
	III	 	≥ 2.50:1.00 and <3.00:1.00	 	 	1.500	%	 	 	0.500	%
	IV	 	≥ 1.75:1.00 and <2.50:1.00	 	 	1.375	%	 	 	0.375	%
	V	 	< 1.75:1.00	 	 	1.250	%	 	 	0.250	%



 




    	 



    	 



    

 


Any increase or decrease in the Applicable Rate resulting from
a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance
Certificate is received by the Administrative Agent pursuant to Section 6.04(c); provided, however, that if
a Compliance Certificate is not delivered within ten (10) days after the time periods specified in such Section 6.04(c),
then Level I (as set forth in the table above) shall apply as of the first Business Day thereafter, subject to prospective adjustment
upon actual receipt of such Compliance Certificate.


 


Notwithstanding anything to the contrary
contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section
2.10(b).”


 


““LIBOR Rate” means,


 


(a)          for
any Interest Period with respect to a LIBOR Rate Loan, the rate per annum equal to (i) the London Interbank Offered Rate (or a
comparable or successor rate which is approved by the Administrative Agent) (“LIBOR”), as published by Bloomberg
(or such other commercially available source providing quotations of such rate as may be designated by the Administrative Agent
from time to time) at approximately 11:00 a.m., London time, two (2) London Banking Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period
or, (ii) if such rate is not available at such time for any reason, the rate per annum for such Interest Period determined by such
alternate method as reasonably selected by the Administrative Agent; and


 


(b)          for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately
11:00 a.m., London time determined two (2) London Banking Days prior to such date for Dollar deposits being delivered for a term
of one (1) month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per
annum for such term determined by such alternate method as reasonably selected by the Administrative Agent.”


 


3.          Amendment
to Section 2.05 (Prepayments) of the Term Loan Agreement. Section
2.05 of the Term Loan Agreement is hereby amended by amending and restating the last sentence thereof as follows:


 


“Subject to Section 2.18, each
prepayment of the Term A Loans pursuant to this Section 2.05 shall be paid to the Lenders in accordance with their respective
Term A Loan Percentages.”


 




    	 



    	 



    

 


4.          Amendment
to Section 2.07 (Repayment of Term A Loans) of the Term Loan Agreement.
Section 2.07 of the Term Loan Agreement is hereby amended and restated in its entirety as follows:


 


“2.07    Repayment
of Term A Loans. The Borrowers shall repay to the Lenders the aggregate outstanding principal amount of all Term A Loans on
the Maturity Date, unless accelerated sooner pursuant to Section 8.02.”


 


5.          No
Waiver. Nothing contained in this Second Amendment shall be deemed to (a) constitute a waiver of any Default or Event
of Default that may heretofore or hereafter occur or have occurred and be continuing or, except to the extent set forth in Sections
2, 3 and 4 above, modify any provision of the Term Loan Agreement or any other Loan Document, or (b) give rise
to any defenses or counterclaims to the Administrative Agent’s or any Lender’s right to compel payment of the Obligations
when due or to otherwise enforce their respective rights and remedies under the Term Loan Agreement and the other Loan Documents.


 


6.          Conditions
to Effectiveness. This Second Amendment shall become effective on the first date upon which both of the following conditions
are satisfied: (a) the Administrative Agent (or its counsel) receives from each of the Borrowers and each of the Lenders (i) a
counterpart of this Second Amendment, signed on behalf of such Person, or (ii) written evidence satisfactory to the Administrative
Agent (which may include an electronic transmission of a signed signature page of this Second Amendment) that such Person has signed
a counterpart of this Second Amendment, and (b) the Borrowers pay to the Administrative Agent and the Arrangers all accrued fees
and expenses (other than fees, charges and disbursements of counsel, which are addressed in Section 7 below) required to
be paid on or prior to the effective date of this Second Amendment.


 


7.          Legal
Fees. The Parent shall promptly pay, upon receiving an invoice therefor, all reasonable fees, charges and disbursements of
Goulston & Storrs PC, counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent)
incurred in connection with this Second Amendment.


 


8.          Representations
and Warranties. The Borrowers represent and warrant to the Administrative Agent and the Lenders as follows:


 


(a)          The
execution and delivery of this Second Amendment and the performance of this Second Amendment, the transactions contemplated hereby
and the Term Loan Agreement as amended hereby (i) are within the corporate (or equivalent company or partnership) authority of
each Borrower, (ii) have been duly authorized by all necessary corporate (or equivalent company or partnership) proceedings, (iii)
do not conflict with or result in any material breach or contravention of any provision of law, statute, rule or regulation to
which any Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to any Borrower so as to materially
adversely affect the assets, business or any activity of the Borrowers, and (iv) do not conflict with any provision of the Organization
Documents of any Borrower or any agreement or other instrument binding upon them including, without limitation, those documents
executed and/or delivered in connection with any Covenanted Senior Debt.


 




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(b)          The
execution, delivery and performance of this Second Amendment will result in valid and legally binding obligations of the Borrowers
enforceable against each in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights
and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding therefor may be brought.


 


(c)          The
representations and warranties made by the Borrowers in the Loan Documents are true and correct in all material respects (or in
all respects if the applicable representation or warranty is already qualified by concepts of materiality) on and as of the date
hereof, as though made on the date hereof, except to the extent that any such representation or warranty specifically refers to
an earlier date, in which case it shall be true and correct in such respects as of such earlier date, and except that for purposes
of this Section 6(c), the representations and warranties contained in the first sentence of subsection (a) of Section
5.04 of the Term Loan Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.04
of the Term Loan Agreement.


 


(d)          After
giving effect to this Second Amendment, no Default or Event of Default has occurred and is continuing.


 


9.          Ratification,
etc. Except as expressly amended by this Second Amendment, the Term Loan Agreement, the other Loan Documents and all documents,
instruments and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and
effect. This Second Amendment and the Term Loan Agreement shall hereafter be read and construed together as a single document,
and all references in the Term Loan Agreement, any other Loan Document or any agreement or instrument related to the Term Loan
Agreement shall hereafter refer to the Term Loan Agreement as amended by this Second Amendment.


 


10.         GOVERNING
LAW. THIS SECOND AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


11.         Counterparts.
This Second Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Second Amendment by telecopy or any other electronic means that reproduces an image of
the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Second Amendment.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




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IN WITNESS WHEREOF, each of the undersigned
has duly executed this Second Amendment to Term Loan Agreement as a sealed instrument as of the date first set forth above.


 


BORROWERS:


WASTE CONNECTIONS, INC.


ACE SOLID WASTE, INC.


ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.


Alaska Waste-Interior,
LLC


Alaska waste-kenai
Peninsula, llc


alaska waste
mat-su, LLC


AMERICAN DISPOSAL COMPANY, INC.


ANDERSON COUNTY LANDFILL, INC.


ANDERSON REGIONAL LANDFILL, LLC


BITUMINOUS RESOURCES, INC.


BRENT RUN LANDFILL, INC.


BROADACRE LANDFILL, INC.


BUTLER COUNTY LANDFILL, INC.


CALPET, LLC


CAMINO REAL ENVIRONMENTAL CENTER, INC.


CAPITAL REGION LANDFILLS, INC.


Carpenter Waste
Holdings, LLC


CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC.


CHIQUITA CANYON, INC.


CHIQUITA CANYON, LLC


Clifton Organics,
LLC


COLD CANYON LAND FILL, INC.


COLUMBIA RESOURCE CO., L.P.


COMMUNITY REFUSE DISPOSAL INC.


CONTRACTORS WASTE SERVICES, INC.


CORRAL DE PIEDRA LAND COMPANY


County Waste
— Ulster, LLC


COUNTY WASTE AND RECYCLING SERVICE, INC.


COUNTY WASTE TRANSFER CORP.


CRI HOLDINGS, LLC


CURRY TRANSFER & RECYCLING, INC.


D. M. DISPOSAL CO., INC.


DELTA CONTRACTS, LLC


DENVER REGIONAL LANDFILL, INC.


DIVERSIFIED BUILDINGS, L.L.C.


EL PASO DISPOSAL, LP


ELKO SANITATION COMPANY


EMPIRE DISPOSAL, INC.


ENVIRONMENTAL TRUST COMPANY


ENTECH ALASKA LLC


EVERGREEN DISPOSAL, INC.


FINLEY-BUTTES LIMITED PARTNERSHIP


FINNEY COUNTY LANDFILL, INC.


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


Fort Ann Transfer
Station, LLC


FRONT RANGE LANDFILL, INC.


G & P DEVELOPMENT, INC.


GREEN WASTE SOLUTIONS OF ALASKA, LLC


HARDIN SANITATION, INC.


HAROLD LEMAY ENTERPRISES, INCORPORATED


HIGH DESERT SOLID WASTE FACILITY, INC.


HUDSON VALLEY WASTE HOLDING, INC.


ISLAND DISPOSAL, INC.


J BAR J LAND, INC.


LACASSINE HOLDINGS, L.L.C.


LAKESHORE DISPOSAL, INC.


LAUREL RIDGE LANDFILL, L.L.C.


LEALCO, INC.


LFC, INC.


MADERA DISPOSAL SYSTEMS, INC.


MAMMOTH DISPOSAL COMPANY


MANAGEMENT ENVIRONMENTAL NATIONAL, INC.


MASON COUNTY GARBAGE CO., INC.


MBO, LLC


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.


NORTHWEST CONTAINER SERVICES, INC.


OKLAHOMA CITY WASTE DISPOSAL, INC.


OKLAHOMA LANDFILL HOLDINGS, INC.


OSAGE LANDFILL, INC.


PIERCE COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC


POTRERO HILLS LANDFILL, INC.


PRAIRIE DISPOSAL, LLC


PRAIRIE LIQUIDS, LLC


PSI ENVIRONMENTAL SERVICES, INC.


PSI ENVIRONMENTAL SYSTEMS, INC.


R360 ARTESIA, LLC


R360 CLACO, LLC


R360 ENVIRONMENTAL SOLUTIONS, LLC


R360 ENVIRONMENTAL SOLUTIONS HOLDINGS, INC.


R360 ENVIRONMENTAL SOLUTIONS OF TEXAS, LLC


R360 ENVIRONMENTAL SOLUTIONS OF LOUISIANA, LLC


R360 ENVIRONMENTAL SOLUTIONS OF MISSISSIPPI, LLC


R360 ES HOLDINGS, INC.


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


R360 HITCHCOCK, LLC


R360 LOGISTICS, LLC


R360 OKLAHOMA, LLC


R360 PERMIAN BASIN, LLC


R360 RED BLUFF, LLC


R360 SHUTE CREEK, LLC


R360 SILO, LLC


R360 WILLISTON BASIN, LLC


R.A. BROWNRIGG INVESTMENTS, INC.


R.J.C. TRUCKING CO.


RAILROAD AVENUE DISPOSAL, LLC


RED CARPET LANDFILL, INC.


RENSSELAER REGION LANDFILLS, INC.


RH FINANCIAL CORPORATION


RICH VALLEY, LLC


RKS HOLDING, CORP.


S.A. DUNN & COMPANY, LLC


SAN LUIS GARBAGE COMPANY


SANIPAC, INC.


SCOTT SOLID WASTE DISPOSAL COMPANY


SCOTT WASTE SERVICES, LLC


SEABREEZE RECOVERY, INC.


SEDALIA LAND COMPANY


Sierra Holding
Group, LLC


Sierra Processing,
LLC


SILVER SPRINGS ORGANICS L.L.C.


SJ RECLAMATION, INC.


SKB ENVIRONMENTAL, INC.


SKB (AUSTIN) ENVIRONMENTAL, LLC


SKB RECYCLING, LLC


SOUTH COUNTY SANITARY SERVICE, INC.


Sterling Avenue
Properties, LLC


STUTZMAN REFUSE DISPOSAL INC.


TACOMA RECYCLING COMPANY, INC.


TENNESSEE WASTE MOVERS, INC.


US LIQUIDS OF LA, L.P.


VOORHEES SANITATION, L.L.C.


WASCO COUNTY LANDFILL, INC.


WASTE CONNECTIONS MANAGEMENT SERVICES, INC.


WASTE CONNECTIONS OF ALABAMA, INC.


WASTE CONNECTIONS OF ALASKA, INC.


WASTE CONNECTIONS OF ARIZONA, INC.


WASTE CONNECTIONS OF ARKANSAS, INC.


WASTE CONNECTIONS OF CALIFORNIA, INC.


WASTE CONNECTIONS OF COLORADO, INC.


WASTE CONNECTIONS OF GEORGIA, INC.


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


WASTE CONNECTIONS OF IDAHO, INC.


WASTE CONNECTIONS OF ILLINOIS, INC.


WASTE CONNECTIONS OF IOWA, INC.


WASTE CONNECTIONS OF KANSAS, INC.


WASTE CONNECTIONS OF KENTUCKY, INC.


WASTE CONNECTIONS OF LEFLORE, LLC


WASTE CONNECTIONS OF LOUISIANA, INC.


WASTE CONNECTIONS OF MINNESOTA, INC.


WASTE CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES,
LLC


WASTE CONNECTIONS OF MISSISSIPPI, 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 OKLAHOMA, INC.


WASTE CONNECTIONS OF OREGON, INC.


WASTE CONNECTIONS OF SOUTH CAROLINA, INC.


WASTE CONNECTIONS OF SOUTH DAKOTA, INC.


WASTE CONNECTIONS OF TENNESSEE, INC. 


WASTE CONNECTIONS OF TEXAS, LLC


WASTE CONNECTIONS OF THE CENTRAL VALLEY, INC.


WASTE CONNECTIONS OF UTAH, INC.


WASTE CONNECTIONS OF WASHINGTON, INC.


WASTE CONNECTIONS OF WYOMING, INC.


WASTE CONNECTIONS TRANSPORTATION COMPANY, INC.


WASTE REDUCTION SERVICES, L.L.C.


WASTE SERVICES OF N.E. MISSISSIPPI, INC.


WASTE SOLUTIONS GROUP OF SAN BENITO, LLC


WCI-WHITE OAKS LANDFILL, INC.


WEST BANK ENVIRONMENTAL SERVICES, INC.


WEST COAST RECYCLING AND TRANSFER, INC.


WYOMING ENVIRONMENTAL SERVICES, INC.


YAKIMA WASTE SYSTEMS, INC.


 


	By:	/s/  Worthing F. Jackman
	Name: Worthing F. Jackman
	Title: Authorized Signatory of Each of the Above-Listed Borrowers


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent and a Lender
	 	 	 	 
	 	By:	/s/  Maria F. Maia
	 	 	Name:	Maria F. Maia
	 	 	Title:	Managing Director


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	Wells Fargo Bank, N.A.
	 	as a Lender
	 	 	 	 
	 	By:	/s/  Felix Miranda
	 	 	Name:	Felix Miranda
	 	 	Title:	Senior Vice President


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/  Gregory T. Martin
	 	 	Name:	Gregory T. Martin
	 	 	Title:	Vice President


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 	 
	 	By:	/s/  David B. Mitchell
	 	 	Name:	David B. Mitchell
	 	 	Title:	Executive Vice President


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	Union Bank, N.A.
	 	as a Lender
	 	 	 
	 	By:	/s/  Sandra Cortes
	 	 	Name:	Sandra Cortes
	 	 	Title:	Vice President


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	Sumitomo Mitsui Banking Corp.,
	 	as a Lender
	 	 	 	 
	 	By:	/s/  David Kee
	 	 	Name:	David Kee
	 	 	Title:	Managing Director


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	Compass Bank,
	 	as a Lender
	 	 	 	 
	 	By:	/s/  Michael Dixon
	 	 	Name:	Michael Dixon
	 	 	Title:	Sr. Vice President


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	Branch Banking and Trust Company
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Elizabeth Willis
	 	 	Name:	Elizabeth Willis
	 	 	Title:	Vice President


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	COBANK, ACB,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Bryan Ervin
	 	 	Name:	Bryan Ervin
	 	 	Title:	Vice President


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)


 




    	 



    	 



    

 


	 	Comerica Bank,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Jake Friemel
	 	 	Name:	Jake Friemel
	 	 	Title:	AVP


 


Signature Pages to Second Amendment to
Term Loan Agreement (BOA/WCN 2014)