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EXHIBIT 2.2
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS FIRST
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this
"Amendment") is made and entered into as of
the 30th day of March, 2005, between
WCA of North Carolina, L.P., a Delaware
limited partnership ("WCA NC"), MRR
Southern, LLC, a North Carolina limited
liability company ("Seller"), WCA Waste
Corporation, a Delaware corporation ("WCA")
and WCA of Wake County, L.P., a
Delaware limited partnership ("WCA
Wake").
STATEMENT OF PURPOSE
WCA NC,
Seller, WCA and the other parties thereto have entered into
that
certain Membership Interest Purchase
Agreement dated as of January 14, 2005 (the
"Purchase Agreement"), pursuant to which
Seller has agreed to sell, and WCA NC
has agreed to purchase, Seller's entire
membership interest in each of Material
Reclamation, LLC ("Reclamation"), Material
Recovery, LLC ("Recovery"), MRR of
High Point, LLC ("High Point") and MRR Wake
Transfer Station, LLC ("Wake"), each
a North Carolina limited liability company.
WCA NC and Seller desire to amend
the Purchase Agreement in order to (a)
substitute WCA Wake as the purchaser of
Seller's entire membership interest in each
of Reclamation, Recovery and Wake,
with WCA NC continuing as the purchaser of
Seller's entire membership interest
in High Point, and (b) permit Seller or any
Company, as the case may be, to
distribute and assign any Excluded Asset to
such designee as Seller or any such
Company may designate. Capitalized terms
used herein shall have the meanings
ascribed thereto in the Purchase Agreement
unless otherwise defined herein.
NOW,
THEREFORE, in consideration of the mutual promises contained
herein,
and for other good and valuable
consideration, the receipt, sufficiency and
adequacy of which are hereby acknowledged,
the parties agree as follows:
1.
AMENDMENT WITH RESPECT TO WCA WAKE. The parties hereto hereby
agree
that the Purchase Agreement is hereby
amended in order to substitute WCA Wake as
the purchaser of Seller's entire membership
interest in each of Reclamation,
Recovery and Wake, with WCA NC continuing
as the purchaser of Seller's entire
membership interest in High Point. To that
end, all references to "Buyer" in the
Purchase Agreement shall mean (a) WCA NC
with
