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 locate