AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT , dated as of October __, 2008 (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 (the “ Administrative Agent ”) for the Lenders.  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 , 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.             Amendments to §1 of the Credit Agreement (Definitions ).   Section 1 of the Credit Agreement is hereby amended by inserting the following new definitions in the proper alphabetical order therein:

“Auto-Reinstatement Letter of Credit.  See §3.1.8.

Non-Reinstatement Deadline.  See §3.1.8.”

§1.2.          Amendments to §3 of the Credit Agreement (Letters of Credit) .   Section 3 of the Credit Agreement is hereby amended by:

(a)           deleting the first sentence of Section 3.1.1(a) thereof in its entirety and substituting the following new sentence therefor:

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 “Subject to the terms and conditions hereof and the execution and delivery by the Borrowers of a letter of credit application on the Issuing Lender’s customary form (a “ Letter of Credit Application ”), the Issuing Lender on behalf of the Revolving Credit Lenders and in reliance upon the agreement of the Revolving Credit Lenders set forth in §3.1.4 and upon the representations and warranties of the Borrowers contained herein, agrees, in its individual capacity, to issue, extend, maintain, reinstate or deem reinstated for the account of any of the Borrowers one or more standby letters of credit (each, a “ Letter of Credit ”) including, in the case of L/C Supported IRBs, so called direct pay Letters of Credit to support the payment and performance of an IRB (each, an “ IRB Letter of Credit ”), in such form as may be requested from time to time by the Borrowers and agreed to by the Issuing Lender; provided , however , that, after giving effect to such request, (i) the Maximum Drawing Amount plus all Unpaid Reimbursement Obligations shall not exceed $500,000,000 and (ii) the Maximum Drawing Amount plus all Unpaid Reimbursement Obligations plus the aggregate outstanding amount of all Revolving Credit Loans, plus the aggregate outstanding amount of all Swing Line Loans shall not exceed the Total Revolving Credit Commitment.”

(b)           deleting subclauses (v) and (vi) of Section 3.1.1(b) thereof in their entirety and substituting the following new subclauses in the proper alphabetical and numerical order therefor:

“(v)          Reserved; or

(c)           inserting the following new Section 3.1.8 immediately following Section 3.1.7 therein:

“ 3.1.8        Auto Reinstatement Letters of Credit .   If any Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole and absolute discretion, agree to issue or deem issued a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”).  Unless otherwise directed by the Issuing Lender, the Borrowers shall not be required to make a specific request to the Issuing Lender to permit such reinstatement.  Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.  Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the Issuing Lender to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), the Issuing Lender shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrowers that one or more of the applicable conditions specified in §10 is not then satisfied (treating such reinstatement as an extension of such Letter of Credit for purposes of this §3.1.8).”

§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