AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENT

Exhibit 4.6

EXECUTION COPY

AMENDMENT NO. 2 TO
MASTER NOTE PURCHASE AGREEMENT

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

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

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

NOW THEREFORE, in consideration of the mutual agreements contained in the Purchase Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

§1. Amendment to Section 1.2 of the Purchase Agreement. Section 1.2 of the Purchase Agreement is hereby amended by deleting the amount “$500,000,000” and replacing it with the amount “$750,000,000”.

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

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

(b) Each of this Amendment and the Purchase Agreement as amended hereby constitutes the legal, valid and binding obligation of such Obligor, enforceable in accordance with its respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights.

(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by such Obligor of this Amendment or the Purchase Agreement as amended hereby.

(d) Such Obligor has performed and complied in all material respects with all terms and conditions herein and in the Purchase Agreement required to be performed or complied with by such Obligor prior to or at the time hereof, and as of the date hereof, after giving effect to the provisions hereof, there exists no Default or Event of Default.

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

§4. Miscellaneous Provisions.

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

(b) The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as expressly provided herein, this Amendment shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Purchase Agreement or any Note, or (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Purchasers may now have or may have in the future under or in connection with the Purchase Agreement or the Notes, except as specifically set forth herein.

(c) This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed original signatures and shall be fully binding on the parties to the same extent as original signatures.

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

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

	THE OBLIGORS: WASTE CONNECTIONS, INC. ADVANCED SYSTEMS PORTABLE RESTROOMS, INC. AMERICAN DISPOSAL COMPANY, INC. AMERICAN SANITARY SERVICE, INC. XXXXXXXX COUNTY LANDFILL, INC. ANSON COUNTY LANDFILL, INC. BITUMINOUS RESOURCES, INC. XXXXX RUN LANDFILL, INC. BROADACRE LANDFILL, INC. XXXXXX COUNTY LANDFILL, INC. CAMINO REAL ENVIRONMENTAL CENTER, INC. XXXXXXXX DEVELOPMENT OF NORTH CAROLINA, INC. XXXXXXXX CANYON, INC. COLD CANYON LAND FILL, INC. COMMUNITY REFUSE DISPOSAL INC. CONTRACTORS WASTE SERVICES, INC. CORRAL DE XXXXXX LAND COMPANY XXXXX TRANSFER & RECYCLING, INC. X. X. DISPOSAL CO., INC. DENVER REGIONAL LANDFILL, INC. ELKO SANITATION COMPANY EMPIRE DISPOSAL, INC. EVERGREEN DISPOSAL, INC. ENVIRONMENTAL TRUST COMPANY XXXXXX COUNTY LANDFILL, INC. FRONT RANGE LANDFILL, INC. G & P DEVELOPMENT, INC. XXXXXX XXXXX ENTERPRISES, INCORPORATED HIGH DESERT SOLID WASTE FACILITY, INC.     (F/K/A RHINO SOLID WASTE, INC.) ISLAND DISPOSAL, INC. J BAR J LAND, INC. LAKESHORE DISPOSAL, INC. LEALCO, INC. MADERA DISPOSAL SYSTEMS, INC. MAMMOTH DISPOSAL COMPANY
	By:	/s/ Worthing X. Xxxxxxx
		Name:	Worthing X. Xxxxxxx
		Title:	Chief Financial Officer

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

	THE OBLIGORS MANAGEMENT ENVIRONMENTAL NATIONAL, INC. XXXXX COUNTY GARBAGE CO., INC. MDSI OF LA, INC. MILLENNIUM WASTE INCORPORATED MISSION COUNTRY DISPOSAL MORRO BAY GARBAGE SERVICE XXXXXX’X DISPOSAL COMPANY, INC. NEBRASKA ECOLOGY SYSTEMS, INC. XXXXXX COUNTY LANDFILL, INC. NORTHERN PLAINS DISPOSAL, INC. NORTHWEST CONTAINER SERVICES, INC. OKLAHOMA CITY WASTE DISPOSAL, INC. OKLAHOMA LANDFILL HOLDINGS, INC. OSAGE LANDFILL, INC. POTRERO HILLS LANDFILL, INC. PSI ENVIRONMENTAL SERVICES, INC. PSI ENVIRONMENTAL SYSTEMS, INC. PUEBLO SANITATION, INC. X.X. XXXXXXXXX INVESTMENTS, INC. RED CARPET LANDFILL, INC. RH FINANCIAL CORPORATION R.J.C. TRUCKING CO. RURAL WASTE MANAGEMENT, INC. SAN XXXX GARBAGE COMPANY SANIPAC, INC. XXXXX SOLID WASTE DISPOSAL COMPANY SEABREEZE RECOVERY, INC. SEDALIA LAND COMPANY SOUTH COUNTY SANITARY SERVICE, INC. SOUTHERN PLAINS DISPOSAL, INC. TACOMA RECYCLING COMPANY, INC. TENNESSEE WASTE MOVERS, INC. WASCO COUNTY LANDFILL, INC. WASTE CONNECTIONS MANAGEMENT SERVICES, INC. WASTE CONNECTIONS OF ALABAMA, INC. WASTE CONNECTIONS OF ARIZONA, INC. WASTE CONNECTIONS OF ARKANSAS, INC. WASTE CONNECTIONS OF CALIFORNIA, INC.     (F/K/A XXXXXX DISPOSAL SERVICE, INC.) WASTE CONNECTIONS OF COLORADO, INC. WASTE CONNECTIONS OF GEORGIA, INC.     (F/K/A WCI OF GEORGIA, INC.)
	By:	/s/ Worthing X. Xxxxxxx
		Name:	Worthing X. Xxxxxxx
		Title:	Chief Financial Officer

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

	THE OBLIGORS WASTE CONNECTIONS OF IDAHO, INC.     (F/K/A MOUNTAIN XXXX ENVIRONMENTAL SERVICES, INC.) WASTE CONNECTIONS OF ILLINOIS, INC. WASTE CONNECTIONS OF IOWA, INC.     (F/K/A XXXXXX WASTE SYSTEMS INC.) WASTE CONNECTIONS OF KANSAS, INC. WASTE CONNECTIONS OF KENTUCKY, INC. WASTE CONNECTIONS OF LOUISIANA, INC. WASTE CONNECTIONS OF MINNESOTA, INC.     (F/K/A XXXXXX’X SANITARY SERVICE, INC.) WASTE CONNECTIONS OF MISSISSIPPI, INC.     (F/K/A LIBERTY WASTE SERVICES OF MISSISSIPPI HOLDINGS, INC.) WASTE CONNECTIONS OF MISSOURI, INC. WASTE CONNECTIONS OF MONTANA, INC. WASTE CONNECTIONS OF NEBRASKA, INC. WASTE CONNECTIONS OF NEW MEXICO, INC. WASTE CONNECTIONS OF NORTH CAROLINA, INC. WASTE CONNECTIONS OF SOUTH CAROLINA, INC. WASTE CONNECTIONS OF OKLAHOMA, INC.     (F/K/A B & B SANITATION, INC.) WASTE CONNECTIONS OF OREGON, INC.     (SUCCESSOR BY MERGER TO ENVIRONMENTAL WASTE SYSTEMS, INC.     AND F/K/A SWEET HOME SANITATION SERVICE, INC.) WASTE CONNECTIONS OF SOUTH DAKOTA, INC.     (F/K/A XXXXX ENTERPRISES, INC.) WASTE CONNECTIONS OF TENNESSEE, INC.     (F/K/A LIBERTY WASTE SERVICES OF TENNESSEE HOLDINGS, INC.) WASTE CONNECTIONS OF THE CENTRAL VALLEY, INC.      (F/K/A/ KINGSBURG DISPOSAL SERVICE, INC.) WASTE CONNECTIONS OF UTAH, INC. WASTE CONNECTIONS OF WASHINGTON, INC. WASTE CONNECTIONS OF WYOMING, INC. WASTE CONNECTIONS TRANSPORTATION COMPANY, INC. WASTE SERVICES OF N.E. MISSISSIPPI, INC. WCI-WHITE OAKS LANDFILL, INC. WEST BANK ENVIRONMENTAL SERVICES, INC. WEST COAST RECYCLING AND TRANSFER, INC. WYOMING ENVIRONMENTAL SERVICES, INC. WYOMING ENVIRONMENTAL SYSTEMS, INC. YAKIMA WASTE SYSTEMS, INC.
	By:	/s/ Worthing X. Xxxxxxx
		Name:	Worthing X. Xxxxxxx
		Title:	Chief Financial Officer

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

		THE OBLIGORS
		COLUMBIA RESOURCE CO., X.X. XXXXXX-BUTTES LIMITED PARTNERSHIP
		By:		Management Environmental National, Inc., its General Partner
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						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 X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer
		XXXXXX XXXXX LANDFILL, L.L.C. WASTE CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC     (F/K/A SANTEK ENVIRONMENTAL OF MISSISSIPPI, L.L.C.) WASTE CONNECTIONS OF XXXXXXX, LLC     (F/K/A WASTE SERVICES OF MISSISSIPPI, LLC)
		By:		Waste Connections, Inc., its Managing Member
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer
		DELTA CONTRACTS, LLC
		By:		Waste Connections of Louisiana, Inc., its Manager
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer

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

		THE OBLIGORS
		WASTE CONNECTIONS OF TEXAS, LLC
		By:		Waste Connections Management Services, Inc., its Manager
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer
		HORIZON PROPERTY MANAGEMENT, LLC XXXXXX COUNTY RECYCLING, COMPOSTING AND DISPOSAL, LLC RAILROAD AVENUE DISPOSAL, LLC XXXXX WASTE SERVICES, LLC SILVER SPRINGS ORGANICS, L.L.C. THE TRASH COMPANY, LLC WASTE SOLUTIONS GROUP OF SAN XXXXXX, LLC XXXXXXXX SANITATION, L.L.C.
		By:		Waste Connections, Inc. its Manager
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer
		XXXXXXXX REGIONAL LANDFILL, LLC
		By:		Xxxxxxxx County Landfill, Inc., its Manager
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer
		XXXXXXXX CANYON, LLC
		By:		Xxxxxxxx Canyon, Inc., its Manager
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer
		WASTE REDUCTION SERVICES, L.L.C.
		By:		Waste Connections of Oregon, Inc., its Manager
				By:		/s/ Worthing X. Xxxxxxx
						Name:		Worthing X. Xxxxxxx
						Title:		Chief Financial Officer

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

THE PURCHASERS:
METROPOLITAN LIFE INSURANCE COMPANY
GENERAL AMERICAN LIFE INSURANCE COMPANY
By:		Metropolitan Life Insurance Company its Investment Manager
By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Managing Director

THE PURCHASERS:
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By:		PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Vice President

THE PURCHASERS:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President

THE PURCHASERS:
NEW YORK LIFE INSURANCE COMPANY
By:		/s/ Xxxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxxxx
		Title:		Corporate Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:		New York Life Investment Management, LLC its Investment Manager
By:		/s/ Xxxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxxxx
		Title:		Director

THE PURCHASERS:
PIONEER MUTUAL LIFE INSURANCE COMPANY
By:		American United Life Insurance Company, its Agent
By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		V.P. Fixed Income Securities
AMERICAN UNITED LIFE INSURANCE COMPANY
By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		V.P. Fixed Income Securities
THE STATE LIFE INSURANCE COMPANY
By:		American United Life Insurance Company, its Agent
By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		V.P. Fixed Income Securities