EXHIBIT 10.26 ------------- AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT This AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Amendment") dated as of May 4, 2004, is by and...

EXHIBIT 10.26
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AMENDMENT NO. 2 TO AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT

This AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT (this "Amendment") dated as of May 4, 2004, is by and among WASTE
CONNECTIONS, INC., a Delaware corporation (the "Parent"), its Subsidiaries
(together with the Parent, collectively the "Borrowers"), such banks or other
financial institutions which may become a party to the Credit Agreement (as
defined herein) (the "Lenders"), and FLEET NATIONAL BANK as Administrative Agent
for the Lenders (the "Administrative Agent").

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to an Amended and Restated Revolving Credit and Term Loan Agreement
dated as of October 22, 2003 (as amended and in effect from time to time, the
"Credit Agreement"), pursuant to which the Lenders have agreed, upon certain
terms and conditions, to make loans and otherwise extend credit to the
Borrowers;

WHEREAS, the Borrowers, Lenders and the Administrative Agent have
agreed, on the terms and conditions set forth herein, to amend certain
provisions of the Credit Agreement; and

WHEREAS, capitalized terms which are used herein without definition and
which are defined in the Credit Agreement shall have the same meanings herein as
in the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent
hereby agree as follows:

SS.1. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1 of
the Credit Agreement is hereby amended by deleting the definitions of
"Convertible Subordinated Notes", "Permitted Debt Offering", "2022 Convertible
Subordinated Notes" and "2022 Note Indenture" in their entirety and substituting
the following new definitions in proper alphabetical order in lieu thereof:

"Convertible Subordinated Notes. Collectively, (a) the 2006
Convertible Subordinated Notes and (b) the 2022 Convertible
Subordinated Notes or any replacement of the 2022 Convertible
Subordinated Notes effectuated in accordance with ss.8.11 herein.

Permitted Debt Offering. Any issuance of Indebtedness by the
Parent (other than an issuance of Subordinated Debt made in connection
with the prepayment, purchase or replacement of the 2022 Convertible
Subordinated Notes effectuated in accordance with ss.8.11 herein),
provided that such Indebtedness (a) is unsecured, (b) is issued
pursuant to documentation containing market terms, and (c) does not
exceed $200,000,000 in the aggregate.

2022 Convertible Subordinated Notes. The Floating Rate
Convertible Subordinated Notes due 2022 issued by the Parent pursuant
to the Indenture, dated as of April 30, 2002 between the Parent and
State Street Bank & Trust Company of California, N.A., as trustee, in
an aggregate principal amount not to exceed $175,000,000 plus interest
as provided for in the 2022 Notes Indenture, as such Convertible
Subordinated Notes may be amended, supplemented or otherwise modified
or replaced from time to time in accordance with ss.8.11 herein.

2022 Notes Indenture. The Indenture dated as of April 30,
2002, between the Parent State Street Bank & Trust Company of
California, N.A., as trustee, with respect to the 2022 Convertible
Subordinated Notes, as such Indenture may be amended, supplemented or
otherwise modified or replaced from time to time in accordance with
ss.8.11 herein."

SS.2. AMENDMENTS TO SECTION 8.1 OF THE CREDIT AGREEMENT. Section 8.1(g)
of the Credit Agreement is hereby amended by deleting such Section in its
entirety and substituting the following new Section 8.1(g) in proper numerical
order in lieu thereof:

"(g) the Convertible Subordinated Notes and any Subordinated
Debt issued in connection with the prepayment, purchase or replacement
of the 2022 Convertible Subordinated Notes effectuated in accordance
with ss.8.11 herein, provided, (i) the Subsidiaries are not guarantors
of the Convertible Subordinated Notes and (ii) the Obligations of the
Borrowers under this Credit Agreement and the obligations of the
Borrowers under any Swap Contracts with the Lenders shall be Designated
Senior Indebtedness as defined in the Indentures;"

SS.3. AMENDMENTS TO SECTION 8.6 OF THE CREDIT AGREEMENT. Section 8.6 of
the Credit Agreement is hereby amended by deleting such Section in its entirety
and substituting the following new Section 8.6 in proper numerical order in lieu
thereof:

"SS.8.6 RESTRICTED PAYMENTS AND REDEMPTIONS. The Borrowers
shall not redeem, convert, retire or otherwise acquire shares of any
class of its capital stock, or make any Restricted Payments, except
that (a) the Borrowers may make Distributions to another Borrower, (b)
the Borrowers may prepay or purchase the Convertible Subordinated Notes
in whole or in part with proceeds of Subordinated Debt, (c) the Parent
may make Distributions and/or purchase shares of its capital stock
and/or prepay or purchase the 2022 Convertible Subordinated Notes in an
annual aggregate amount not to exceed $50,000,000 plus one hundred
percent (100%) of the cash proceeds received by the Parent from the
exercise of stock options after January 1, 2003, (d) the Parent may, in
addition to its rights granted pursuant to clause (c) above, purchase
shares of its capital stock in an aggregate amount not to exceed
$100,000,000, and (e) the Parent may, in addition to its rights granted
pursuant to clauses (c) and (d) above, purchase shares of its capital
stock in an amount not to exceed fifty percent (50%) of the Net
Financing Proceeds from a Permitted Debt Offering which is in the form
of convertible subordinated notes, provided that an amount equal to
fifty percent (50%) of the Net Financing Proceeds from such Permitted
Debt Offering is simultaneously applied PRO RATA to reduce outstanding
Loans hereunder. Any Term Loan Lender may decline to accept any
payments due to such Term Loan Lender pursuant to clause (e) above in
which case such declined payments shall be used to repay the Revolving
Credit Loans (but not reduce the Total Revolving Credit Commitment) on
a PRO RATA basis in accordance with each Lender's Commitment
Percentage. In addition, the Borrowers shall not effect or permit any
change in or amendment to any document or instrument pertaining to the
terms of any Borrower's (other than the Parent's) capital stock.
Notwithstanding the foregoing, no Borrower shall make any Distribution
and/or purchase any shares of its capital stock under this ss.8.6 if
(i) a Default or Event of Default exists or would be created by the
making of such Distribution or by the purchase of such capital stock,
as the case may be, or (ii) with respect to Distributions and/or
purchases of shares of its capital stock made under clauses (c) through
(e) above, the Leverage Ratio taking into account such Distribution
and/or such purchase would exceed 3.75 to 1.00."

SS.4. AMENDMENTS TO SECTION 8.11 OF THE CREDIT AGREEMENT. Section 8.11
of the Credit Agreement is hereby amended by deleting such Section in its
entirety and substituting the following new Section 8.11 in proper numerical
order in lieu thereof:

"SS.8.11 SUBORDINATED DEBT. No Borrower will amend, supplement
or otherwise modify the terms of any of the Subordinated Debt or any of
the documents evidencing such Subordinated Debt or prepay, redeem or
purchase any of the Subordinated Debt without the consent of the
Required Lenders; provided, however, so long as no Default or Event of
Default has occurred and is continuing, or would be created thereby,
the Borrowers shall be permitted to (i) make regularly scheduled

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payments of interest on the Subordinated Debt, (ii) make regularly
scheduled payments of principal on the 2006 Convertible Subordinated
Notes, (iii) prepay the Convertible Subordinated Notes with proceeds of
Subordinated Debt, (iv) purchase the Convertible Subordinated Notes, in
whole or in part, with proceeds of Subordinated Debt, and (v) amend,
supplement or otherwise modify the 2022 Convertible Subordinated Notes
and the 2022 Notes Indenture or replace the 2022 Convertible
Subordinated Notes with proceeds of Subordinated Debt, provided, that
any such amendment, supplement or modification thereto or replacement
thereof shall (a) provide for a maturity date which extends beyond the
Revolving Credit Maturity Date and the Term Loan Maturity Date and (b)
otherwise not change, alter or modify any material terms of such
Convertible Subordinated Notes in any manner which adversely affects
the Lenders."

SS.5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective upon the Administrative Agent's receipt of a counterpart signature
page to this Amendment duly executed and delivered by each of the Borrowers, the
Administrative Agent and the Required Lenders.

SS.6. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents
and warrants as follows:

(a) Each of the representations and warranties of the Borrowers
contained in the Credit Agreement or in any document or instrument delivered
pursuant to or in connection with the Credit Agreement shall be true as of the
date as of which they were made and are true and correct in all material
respects as of the date hereof with the same effect as if made on and as of the
date hereof (except to the extent 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 materially
adverse, and except to the extent that such representations and warranties
relate expressly to an earlier date).

(b) No Default or Event of Default under the Credit Agreement has
occurred and is continuing.

SS.7. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
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. Each Borrower hereby affirms all of its
Obligations under the Credit Agreement and under each of the other Loan
Documents to which it is a party and hereby affirms its absolute and
unconditional promise to pay to the Lenders the Loans and all other amounts due
under the Credit Agreement (as amended hereby) and the other Loan Documents.
Each Borrower hereby confirms that the Obligations are and remain secured
pursuant to the Security Documents and pursuant to all other instruments and
documents executed and delivered by such Borrower as security for the
Obligations. This Amendment and the Credit Agreement shall hereafter be read and
construed together as a single document, and all references in the Credit
Agreement or any related agreement or instrument to the Credit Agreement shall
hereafter refer to the Credit Agreement as amended by this Amendment.

SS.8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SS.9. DELIVERY BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION. This
Amendment, to the extent signeD and delivered by means of a facsimile machine or
other electronic transmission in which the actual signature is evident, shall be
treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person. At the request of any party
hereto, each other party hereto or thereto shall re-execute original forms
hereof and deliver them to all other parties. No party hereto shall raise the

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use of a facsimile machine or other electronic transmission in which the actual
signature is evident to deliver a signature or the fact that any signature or
agreement or instrument was transmitted or communicated through the use of a
facsimile machine or other electronic transmission in which the actual signature
is evident as a defense to the formation of a contract and each party forever
waives such defense.

SS.10. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by differenT parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.

SS.11. MISCELLANEOUS. The captions in this Amendment are for
convenience of reference only and shalL not define or limit the provisions
hereof. The Borrowers agree to pay to the Administrative Agent, on demand by the
Administrative Agent, all reasonable out-of-pocket costs and expenses incurred
by the Administrative Agent in connection with the preparation of this
Amendment, including reasonable legal fees.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first set forth above.

THE BORROWERS:
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WASTE CONNECTIONS, INC.
AMERICAN DISPOSAL COMPANY, INC.
AMERICAN SANITARY SERVICE, INC.
ARROW SANITARY SERVICE, INC.
BANDON DISPOSAL & RECYCLING, INC.
▇▇▇▇▇▇ COUNTY LANDFILL, INC.
CAMINO REAL ENVIRONMENTAL CENTER, INC.
CITY SANITATION, INC.
COASTAL ROLLOFF SERVICE
COLD CANYON LAND FILL, INC.
COMMUNITY REFUSE DISPOSAL INC.
CORRAL DE ▇▇▇▇▇▇ LAND COMPANY
▇▇▇▇▇ TRANSFER & RECYCLING, INC.
▇. ▇. DISPOSAL CO., INC.
DENVER REGIONAL LANDFILL, INC.
ENVIRONMENTAL TRUST COMPANY
ETC OF GEORGIA, INC.
▇▇▇▇▇▇ COUNTY LANDFILL, INC.
G & P DEVELOPMENT, INC.
ISLAND DISPOSAL, INC.
J BAR J LAND, INC.
LEALCO, INC.
LES' COUNTY SANITARY, INC.
LES' SANITARY SERVICE, INC.
MADERA DISPOSAL SYSTEMS, INC.
MAMMOTH DISPOSAL COMPANY
MANAGEMENT ENVIRONMENTAL NATIONAL, INC.
▇▇▇▇▇ COUNTY GARBAGE CO., INC.
MILLENNIUM WASTE INCORPORATED
MISSION COUNTRY DISPOSAL
MORRO BAY GARBAGE SERVICE
▇▇▇▇▇▇'▇ DISPOSAL COMPANY, INC.
NEBRASKA ECOLOGY SYSTEMS, INC.
▇▇▇▇▇▇ COUNTY LANDFILL, INC.
NORTH BEND SANITATION SERVICE, INC.

By:
---------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer

NORTHERN PLAINS DISPOSAL, INC.
OKLAHOMA CITY WASTE DISPOSAL, INC.
OKLAHOMA LANDFILL HOLDINGS, INC.
OSAGE LANDFILL, INC.
RED CARPET LANDFILL, INC.
RH FINANCIAL CORPORATION
RHINO SOLID WASTE, INC.
SAN ▇▇▇▇ GARBAGE COMPANY
▇▇▇▇▇ SOLID WASTE DISPOSAL 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 ▇▇▇▇▇▇ DISPOSAL SERVICE, INC.)
WASTE CONNECTIONS OF COLORADO, INC.
WASTE CONNECTIONS OF ILLINOIS, INC.
WASTE CONNECTIONS OF IOWA, INC. (F/K/A ▇▇▇▇▇▇ WASTE SYSTEMS INC.)
WASTE CONNECTIONS OF KANSAS, INC.
WASTE CONNECTIONS OF KENTUCKY, INC.
WASTE CONNECTIONS OF MINNESOTA, INC. (F/K/A ▇▇▇▇▇▇'▇ 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 OKLAHOMA, INC. (F/K/A B & B SANITATION, INC.)
WASTE CONNECTIONS OF OREGON, INC. (F/K/A SWEET HOME SANITATION SERVICE, INC.)
WASTE CONNECTIONS OF SOUTH DAKOTA, INC.(F/K/A ▇▇▇▇▇ ENTERPRISES, INC.)
WASTE CONNECTIONS OF TENNESSEE, INC. (FKA 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.

By:
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer

WASTE CONNECTIONS OF WASHINGTON, INC.
WASTE CONNECTIONS OF WYOMING, INC.
WASTE CONNECTIONS TRANSPORTATION COMPANY, INC.
WASTE SERVICES OF N.E. MISSISSIPPI, INC.
WCI OF GEORGIA, INC.
WEST COAST RECYCLING AND TRANSFER, INC.

By:
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer

CONTRACTORS WASTE SERVICES, INC.

By:
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer

COLUMBIA RESOURCE CO., ▇.▇.
▇▇▇▇▇▇-BUTTES LIMITED PARTNERSHIP

By: Management Environmental National, Inc.,
its General Partner