Exhibit 2.2




FIRST
AMENDMENT TO
 STOCK
PURCHASE AGREEMENT
  THIS
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment), dated as
of October 28, 2008 (the “Effective Date”), is
entered into by and among Waste Connections, Inc., a Delaware corporation
(“WCI”), Harold
LeMay Enterprises, Incorporated, a Washington corporation (the “Corporation”), and
Norman LeMay, in his capacity as the Shareholders’ Representative under the
Agreement (defined below), with reference to the following facts:
  WHEREAS,
WCI, the Corporation and the Shareholders entered into that certain Stock
Purchase Agreement (the “Agreement”), dated as
of August 1, 2008, whereby WCI agreed to purchase from the Shareholders, and the
Shareholders agreed to sell to WCI, all of the issued and outstanding capital
stock of the Corporation;  and
  WHEREAS,
WCI, the Corporation and Norman LeMay, acting in his capacity as the
Shareholders’ Representative pursuant to Section 9.10 of the Agreement,
desire to amend the Agreement as set forth herein;
  NOW,
THEREFORE, in consideration of the premises and of the mutual agreements,
representations, warranties, provisions and covenants herein contained, the
parties hereto, each intending to be bound hereby, agree as
follows:
  1.           Definitions.  Capitalized
terms not otherwise defined herein shall have the respective meanings ascribed
to them in the Agreement.
  2.           Amendment to Section
1.2(a).  Section 1.2(a) of the Agreement is hereby amended and
restated in its entirety to read as follows:
  “The
Purchase Price is:  two hundred three million four hundred sixty-five
thousand eight hundred twenty-five dollars ($203,465,825.00), (i) minus the
Closing Date Debt, (ii) plus or minus, as the case may be, that amount by
which the Effective Date Current Assets are greater than (the “Working Capital
Surplus”) or less than (the “Working Capital
Deficit”) the Effective Date Current Liabilities, (iii) minus, to
account for changes in the working capital of the Corporation between the
Effective Date and the Closing Date, an amount equal to the aggregate payments
made by the Corporation (A) to the Shareholders in the form of
distributions or bonuses from the Effective Date through the Closing Date, and
(B) on the obligations constituting the Closing Date Debt from the
Effective Date through the Closing Date, (iv) plus or minus, as the case
may be, an amount equal to the Net Profit or Net Loss of the Corporation for the
period from the Effective Date through the Closing Date, plus (v) the
EBITDA between the Closing Date and November 30, 2008, if WCI causes the
Closing to occur prior to December 1, 2008 pursuant to
Section 2.1.  The Shareholders shall provide good faith estimates
of the amounts of each of the items referred to in clauses (i) through (v)
of this Section 1.2(a), (y) prior to the Signing Date, as if the
Closing were occurring as of such date, and (z) at least two (2) business
days prior to the Closing Date, which estimates shall be subject to WCI’s review
and confirmation as to their accuracy and completeness.  As used
herein, the term “Net
Profit” or “Net
Loss” shall mean the net profit or net loss of the Corporation from the
Effective Date through the Closing Date, calculated in accordance with WCI’s
historical accounting practices, consistently applied.  The Purchase
Price, based upon the estimates provided by the Shareholders pursuant to
clause (z) of this Section 1.2(a), shall be paid to the Shareholders
on the Closing Date, by wire transfer in immediately available funds, in the
respective percentages set forth on Schedule 3.2.  On September 5, 2008 there was a fire at the
Corporation’s Recycle and Processing Building
located at 2910 Hogum Bay Road, Lacey, Washington (the “Fire”).  The Corporation and the
Shareholders represent and warrant that Safeco Insurance Company has paid the
Corporation $261,070.64
(the “Insurance
Recovery”) to cover the damage incurred, which is
in excess of the costs to repair the damage related to the Fire.  WCI
and the Shareholders have agreed to divide the excess of the Insurance Recovery
over the mutually agreedrepair costs among the Corporation and the Shareholders, such that the
Shareholders will be entitled to $107,508.32 on the Closing Date as part of the
Purchase Price and such amount shall be included in the calculation of the
Working Capital Surplus or the Working Capital Deficit, but shall not
be subject to any change in the True Up Calculations.  The
Shareholders shall have no indemnity or other liability or obligation, of any
kind or nature, under this Agreement or otherwise to WCI or the Corporation
relating to or arising from the Fire or
any damage caused by the Fire.”
  1
 3.           Addition of Section
9.1(e).  A new Section 9.1(e) shall be added to the
Agreement and read as follows:
  “(e)           At
the reasonable request of the Shareholders to WCI, or of WCI to the
Shareholders, as applicable, the non-requesting party, at the expense of the
requesting party, shall perform or cause to be performed such acts and execute
such documents after Closing as the requesting party deems to be reasonably
necessary to clear title to the real properties that are Excluded Assets in the
name of the Shareholders or otherwise effectuate the transfer and assignment of
the Excluded Assets and any contractual or other arrangements related
thereto.”
 
 4.           Addition of Section
9.15.  A new Section 9.15 shall be added to the Agreement
and read as follows:
  “9.15                      Employee
Rights.  The Corporation’s employees shall be granted the right
to cash out their vacation and sick leave accrued through the Closing Date, to
the extent allowed under the Corporation’s vacation and sick leave policies, at
any time within 30 days after the Closing Date, and WCI shall cause the
Corporation to pay such amounts so elected to the employees.”
 
 5.           Amendment to Section 10.1(d)
(Indemnity by the Shareholders).  Section 10.1(d) of the
Agreement is hereby amended and restated in its entirety to read as
follows:
  “(d)           Any
amount owed by the Corporation that exceeds the reserve therefor included in
Effective Date Current Liabilities arising from or related to (i) any
employee wages, pension or other benefits due to or required to be contributed
in respect of any employees, directors or other service providers of the
Corporation on or prior to the Closing Date, (ii) any withdrawal liability
due to any partial or complete withdrawal occurring on or before the Closing
Date, or (iii)  the employment of Debbie Carson, or termination or
separation of employment (constructive or otherwise) of Ms. Carson for any
reason whether occurring prior to, on or within three (3) days after the Closing
Date, including any claim or allegation by or involving Ms. Carson based on or
relating to sexual assault, sexual harassment, emotional distress, a hostile
work environment, wrongful or unlawful discharge or termination, disparate
treatment or impact, negligent hiring, retention or supervision, assault and
battery, unlawful retaliation, sex discrimination or other violation of Law or
otherwise arising from or in connection with the action commenced by Ms. Carson
in the Pierce County Superior Court of the State of Washington under Cause No.
082136553, or any amendment thereto or any successor or other action by her
related to the subject matter thereof.”
  2
 6.           Amendment to Section 10.3(g)
(Insurance).  Section 10.3(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:
  “(g)           Insurance.  Notwithstanding
any other provision of this Agreement, no Indemnitee shall be entitled to
indemnification or other remedy with respect to any Damages for which insurance
proceeds are received by the Indemnitee from occurrence-based policies that were
obtained by the Corporation and in effect prior to the Closing Date or from
Traveler’s Insurance Policy No. 104955918, but only to the extent of the
net proceeds actually received by the Indemnitee pursuant to any such
policies.  The Indemnitees shall cooperate with the applicable
insurance companies and assist in making settlements and in defense of claims
and shall attend hearings and trials and assist in securing and giving evidence
and obtaining attendance of witnesses.”
  7.           Effective
Date.  This Amendment shall be effective from and after the
Effective Date.
  8.           Effect.  Except
as expressly modified by this Amendment, the Agreement shall remain unchanged
and in full force and effect.
  9.           Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
  [Signatures
appear on the following page.]
  3
  IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to Stock
Purchase Agreement by persons thereunto duly authorized as of the date first
above written.
  WCI:
                                  
                                  CORPORATION:Waste
      Connections, Inc.
                                  
                                  Harold
      LeMay Enterprises, IncorporatedBy:  __________________________
                                    Ronald J.
      Mittelstaedt,
                                    Chief Executive
      Officer
                                  
                                  By:  __________________________
                                    Nancy
      L. LeMay
                                    PresidentSHAREHOLDERS’
      REPRESENTATIVE:Norman
      LeMay
  S-1