AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

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 Xxxxxxx X. Xxxx, Xxxx Xxxx, Xxxxxxxx Xxxx and Xxxx Xxxx Xxxxx, 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.

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§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).

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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.
	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 CANYON, INC.
	COLD CANYON LAND FILL, INC.
	COMMUNITY REFUSE DISPOSAL INC.
	CONTRACTORS WASTE SERVICES, INC.
	CORRAL DE XXXXXX LAND COMPANY
	COUNTY RECYCLING, INC.
	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.
	FRANK’S SERVICE, INC.
	FRONT RANGE LANDFILL, INC.
	G & P DEVELOPMENT, INC.
	XXXXXX XXXXX ENTERPRISES,
	INCORPORATED
	By:	/s/ Worthing X. Xxxxxxx
	Name:	Worthing X. Xxxxxxx
	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.
	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.
	PSI ENVIRONMENTAL SERVICES, INC.
	PSI ENVIRONMENTAL SYSTEMS, INC.
	PUEBLO SANITATION, INC.
	X.X. XXXXXXXXX INVESTMENTS, INC.
	RED CARPET LANDFILL, INC.
	RH FINANCIAL CORPORATION
	RURAL WASTE MANAGEMENT, INC.
	SAN XXXX GARBAGE COMPANY
	XXXXX SOLID WASTE DISPOSAL COMPANY
	SEABREEZE RECOVERY, INC.
	SEDALIA LAND COMPANY
	By:	/s/ Worthing X. Xxxxxxx
	Name:	Worthing X. Xxxxxxx
	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 XXXXXX 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 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 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.
	By:	/s/ Worthing X. Xxxxxxx
	Name:	Worthing X. Xxxxxxx
	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 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.
	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 Revolving Credit Agreement

	THE BORROWERS
	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

Signature page to Amendment No. 2 to Revolving Credit Agreement

	THE BORROWERS
	GLACIER DISPOSAL, L.L.C.
	XXXXXX XXXXX 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 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
	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

Signature page to Amendment No. 2 to Revolving Credit Agreement

	THE BORROWERS
	HORIZON PROPERTY MANAGEMENT, LLC
	RAILROAD AVENUE DISPOSAL, LLC
	XXXXX WASTE SERVICES, LLC
	THE TRASH COMPANY, LLC
	WASTE SOLUTIONS GROUP OF SAN
	XXXXXX, LLC
	XXXXXXXX SANITATION, L.L.C.
	XXXXXX COUNTY RECYCLING,
	COMPOSTING AND DISPOSAL, LLC
	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 Sole
	Member and Manager
	By:	/s/ Worthing X. Xxxxxxx
	Name:	Worthing X. Xxxxxxx
	Title:	Chief Financial Officer
	XXXXXXXX CANYON, LLC
	By:	Xxxxxxxx Canyon, Inc., its Sole
	Member and Manager
	By:	/s/ Worthing X. Xxxxxxx
	Name:	Worthing X. Xxxxxxx
	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 X. Xxxxxxx
	Name:	Worthing X. Xxxxxxx
	Title:	Chief Financial Officer

Signature page to Amendment No. 2 to Revolving Credit Agreement

BANK OF AMERICA, N.A.,
as Administrative Agent
By:	/s/	Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Managing Director

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
BANK OF AMERICA, N.A.
By:	/s/	Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Managing Director

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
JPMORGAN CHASE BANK, N.A.
By:	/s/	Xxxxxxxxx X. Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/	Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Director
By:	/s/	Xxxx X. Xxx
		Name:	Xxxx X. Xxx
		Title:	Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
XXXXX FARGO BANK, N.A.
By:	/s/	Xxxxxxx X. XxXxxxxxx
		Name:	Xxxxxxx X. XxXxxxxxx
		Title:	Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
UNION BANK OF CALIFORNIA N.A.
By:	/s/	Xxxx Deutsch
		Name:	Xxxx 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/	Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	First Vice President
By:	/s/	Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Associate

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
KEYBANK NATIONAL ASSOCIATION
By:	/s/	Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
PNC BANK, NATIONAL ASSOCIATION
By:	/s/	Xxxxxx X. Xxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxx
		Title:	Senior Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
SUMITOMO MITSUI BANKING CORPORATION
By:	/s/	Xxxxxxxx Xxxx
		Name:	Xxxxxxxx Xxxx
		Title:	Senior Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
BANK OF THE WEST
By:	/s/	Xxxxxx Xxxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxxx
		Title:	Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
COBANK, ACB
By:	/s/	Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

THE LENDERS:
PEOPLE’S UNITED BANK
By:	/s/	Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	First Vice President

Signature page to Amendment No. 2 to Revolving Credit Agreement

Exhibit A

Schedule 2 to Credit Agreement

[See attached]