FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “ First Amendment ”) is made and entered into as of the 16th day of November, 2006, by and among WASTE CONNECTIONS, INC. , a Delaware corporation (the “ Parent ”), the Subsidiaries of the Parent identified on Schedule 2 to the Credit Agreement defined below (together with the Parent, collectively the “ Borrowers ”), each lender from time to time party to the Credit Agreement (collectively, the “ Lenders ” and, individually, a “ Lender ”), BANK OF AMERICA, N.A. , as administrative agent for the Lenders (the “ Administrative Agent ”) and DEUTSCHE BANK SECURITIES, INC. , as syndication agent for the Lenders (the “ Syndication Agent ”).

WHEREAS , the Borrowers, the Lenders, the Administrative Agent and the Syndication Agent are party to that certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of January 12, 2006, (as the same may be amended and in effect from time to time, the “ Credit Agreement ”), pursuant to which the Lenders party thereto (the “ Existing Lenders ”) have extended credit to the Borrowers on the terms set forth therein;

WHEREAS , the Borrowers have requested that the Lenders and the Administrative Agent make certain amendments to the Credit Agreement with respect to the maturity and pricing of the Loans,

WHEREAS, certain of the Existing Lenders have notified the Administrative Agent and the Borrowers that they will withdraw as Lenders under the Credit Agreement (the “ Withdrawing Lenders ”) as of the Effective Date (as defined below);

WHEREAS, the Lenders that are not Withdrawing Lenders wish to remain as parties to the Credit Agreement and, as applicable, either maintain or increase their respective Commitment Percentage (the “ Continuing Lenders ”); and  

WHEREAS, the Continuing Lenders and the Administrative Agent are willing to amend the Credit Agreement on the terms set forth herein;

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 agree as follows:

1.      Definitions . Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

2.      Amendments to §1.1 of the Credit Agreement . §1.1 of the Credit Agreement is hereby amended by:

(a)   deleting the table contained within the definition of “Pricing Table” in its entirety and substituting in lieu thereof the following table:

3.      Amendments to §18 of the Credit Agreement .  §18 of the Credit Agreement is hereby amended by:

(a)   deleting the dollar amount “$1,050,000,000” which appears in subsection (g)(ii) of such Section and substituting in place thereof the dollar amount “$1,000,000,000;” and

(b)   inserting the words “occurring after November 16, 2006” immediately after the words “ minus any previously effected permanent reductions of the Total Revolving Credit Commitment and prepayments of the Term Loan” which appear in subsection (g)(ii) of such Section.

4.      Amendments to Schedule 1 of the Credit Agreement . Schedule 1 of the Credit Agreement is hereby amended by deleting such Schedule in its entirety and substituting in lieu thereof Schedule 1 as set forth on Schedule A attached hereto.

5.      No Waiver. Except as a result of the amendments set forth in §§2, 3 and 4 of this First Amendment, nothing contained herein shall be deemed to (i) constitute a waiver of any Default or Event of Default that may heretofore or hereafter occur or has occurred and is continuing or to otherwise modify any provision of the Credit Agreement, or (ii) give rise to any defenses or counterclaims to the Administrative Agent’s or any of the Lenders’ right to compel payment of the Obligations when due or to otherwise enforce their respective rights and remedies under the Credit Agreement and the other Loan Documents.

6.      Fees. The Borrowers hereby promise to pay, on the Effective Date, in consideration of each Continuing Lender consenting to this First Amendment, any upfront fee payable to each Continuing Lender, which upfront fee shall be earned as of the Effective Date.

7.      Conditions to Effectiveness. This First Amendment shall become effective as of the date (the “ Effective Date ”) when each of the following conditions is met:

(a)   receipt by the Administrative Agent of this First Amendment duly and properly authorized, executed and delivered by each of the respective parties hereto;

(b)   execution and delivery by the Borrowers to each Continuing Lender that requests an Amended and Restated Revolving Credit Note of such instruments as set forth in §2.3(b) of the Credit Agreement;

(c)   receipt by the Continuing Lenders of all fees provided for in §6 of this First Amendment;

(d)   payment in full of the Withdrawing Lenders’ outstanding principal amount and any accrued interest and other fees due to the Withdrawing Lenders under their Revolving Credit Loans as of the Effective Date; and

(e)   payment of all of the Administrative Agent’s reasonable legal fees and expenses incurred in the connection with the preparation and negotiation of this First Amendment.

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

(a)   The ex