EX-4.1



 Exhibit 4.1 
 EXECUTION VERSION 
 FIRST AMENDMENT TO TERM LOAN AGREEMENT

 This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “First Amendment”) is made and entered into
as of the 6th day of May, 2013, 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 the same may be 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 First Amendment without definition shall have the
meaning assigned to such terms in the Term Loan Agreement. This First 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 definition of “Applicable 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 3.25:1.00	  	 	2.375	% 	 	 	1.375	% 
	II	  	3 3.00:1.00 and <3.25:1.00	  	 	1.875	% 	 	 	0.875	% 
	III	  	3 2.50:1.00 and <3.00:1.00	  	 	1.750	% 	 	 	0.750	% 
	IV	  	3 1.75:1.00 and <2.50:1.00	  	 	1.500	% 	 	 	0.500	% 
	V	  	< 1.75:1.00	  	 	1.375	% 	 	 	0.375	% 








 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).” 

3. No Waiver. Nothing contained in this First 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 Section 2 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. 
 4. Conditions to Effectiveness. This First Amendment shall become effective on the first date upon which the
Administrative Agent (or its counsel) receives from each of the Borrowers and each of the Lenders (i) a counterpart of this First 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 First Amendment) that such Person has signed a counterpart of this First Amendment. 
 5. 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 First Amendment. 

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

 (a) The execution and delivery of this First Amendment and the performance of this First 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. 

  
 2 








 (b) The execution, delivery and performance of this First 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 First Amendment, no Default or Event of Default has occurred
and is continuing. 
 7. Ratification, etc. Except as expressly amended by this First 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 First 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 First Amendment. 
 8. GOVERNING LAW. THIS FIRST 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 FIRST AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


  
 3 








 9. Counterparts. This First 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 First 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 First Amendment. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 4 








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

	
	BORROWERS:
	WASTE CONNECTIONS, INC.
	ADVANCED SYSTEMS PORTABLE RESTROOMS, INC.
	ALASKA WASTE-INTERIOR, LLC
	ALASKA WASTE-KENAI PENINSULA, LLC
	ALASKA WASTE MAT-SU, LLC
	AMERICAN DISPOSAL COMPANY, INC.
	AMERICAN SANITARY SERVICE, 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.
	FORT ANN TRANSFER STATION, LLC
	FRONT RANGE LANDFILL, INC.
	G & P DEVELOPMENT, INC.
	GREEN WASTE SOLUTIONS OF ALASKA, LLC


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







 
	
	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 ES HOLDINGS, INC.
	R360 HITCHCOCK, LLC
	R360 LOGISTICS, LLC
	R360 OKLAHOMA, LLC
	R360 PERMIAN BASIN, 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.
	RH FINANCIAL CORPORATION


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







 
	
	RICH VALLEY, LLC
	RKS HOLDING, CORP.
	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 CANADA HOLDINGS, INC.
	WASTE CONNECTIONS OF COLORADO, INC.
	WASTE CONNECTIONS OF GEORGIA, INC.
	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.


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

. 







 
			
	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 First Amendment to Term Loan Agreement (BOA/WCN) 







 
					
	 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 First Amendment to Term Loan Agreement (BOA/WCN) 







 
					
	 WELLS FARGO BANK, NA.,
 as a Lender

		
	By:	 	/s/ Hamid Hussain
		 	Name:	 	Hamid Hussain
		 	Title:	 	Senior Vice President


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







 
					
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender

		
	By:	 	/s/ Gregory T. Martin
		 	Name:	 	Gregory T. Martin
		 	Title:	 	Vice President


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







 
					
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Philip K. Liebscher
		 	Name:	 	Philip K. Liebscher
		 	Title:	 	Senior Vice President


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







 
					
	 Union Bank, N.A.,
 as a Lender

		
	By:	 	/s/ Sandra Cortes
		 	Name:	 	Sandra Cortes
		 	Title:	 	Vice President


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







 
					
	 Sumitomo Mitsui Banking Corporation,
 as a Lender

		
	By:	 	/s/ David W. Kee
		 	Name:	 	David W. Kee
		 	Title:	 	Managing Director


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







 
					
	 Compass Bank,

as a Lender

		
	By:	 	/s/ Michael Dixon
		 	Name:	 	Michael Dixon
		 	Title:	 	Vice President


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







 
					
	 Branch Banking and Trust Company,
 as a Lender

		
	By:	 	/s/ Elizabeth Willis
		 	Name:	 	Elizabeth Willis
		 	Title:	 	Assistant Vice President


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







 
					
	 COBANK, ACB,

as a Lender

		
	By:	 	/s/ Bryan Ervin
		 	Name:	 	Bryan Ervin
		 	Title:	 	Vice President


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







 
					
	 Comerica Bank,
 as a Lender

		
	By:	 	/s/ Erik McKay
		 	Name:	 	Erik McKay
		 	Title:	 	Vice President


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